REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 1st, 2020 • TPG Pace Beneficial Finance Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2020, is made and entered into by and among TPG Pace Beneficial Finance Corp., a Cayman Islands exempted company (the “Company”), and TPG Pace Beneficial Finance Sponsor, Series LLC, a Delaware series limited liability company (the “Sponsor”) and the undersigned parties listed under Holder on the signature page (each such party, together with the Sponsor, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.3 of this Agreement, a “Holder” and collectively the “Holders”).
35,000,000 Units TPG Pace Beneficial Finance Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • October 1st, 2020 • TPG Pace Beneficial Finance Corp. • Blank checks • New York
TPG Pace Beneficial Finance Corp., a Cayman Islands exempted company (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 35,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 5,250,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms us
TPG PACE BENEFICIAL FINANCE CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of [•], 2020Warrant Agreement • October 1st, 2020 • TPG Pace Beneficial Finance Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 2020, is by and between TPG Pace Beneficial Finance Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
AMENDMENT NO. 1 TO FORWARD PURCHASE AGREEMENTForward Purchase Agreement • October 1st, 2020 • TPG Pace Beneficial Finance Corp. • Blank checks • New York
This first amendment (the “Amendment”) to that certain Forward Purchase Agreement (the “Agreement”) entered into as of September 23, 2020, among TPG Pace Beneficial Finance Corp., a Cayman Islands exempted limited company (the “Company”), and other third parties (each, a “Purchaser”, and collectively, the “Purchasers”), is entered into as of [●], pursuant to Section 9(m) of the Agreement. Capitalized terms that are used herein shall have the meanings ascribed to them in the Agreement. In consideration of the mutual promises and covenants contained herein, the Company and the Purchaser hereby agree as follow:
AMENDMENT NO. 1 TO FORWARD PURCHASE AGREEMENTForward Purchase Agreement • October 1st, 2020 • TPG Pace Beneficial Finance Corp. • Blank checks • New York
This first amendment (the “Amendment”) to that certain Forward Purchase Agreement (the “Agreement”) entered into as of September 23, 2020, between TPG Pace Beneficial Finance Corp., a Cayman Islands exempted limited company (the “Company”), and TPG Holdings III, L.P. (the “Purchaser”), a Delaware limited partnership and an affiliate of TPG Global, LLC, a Delaware limited liability company (“TPG”), is entered into as of [●], pursuant to Section 9(m) of the Agreement. Capitalized terms that are used herein shall have the meanings ascribed to them in the Agreement. In consideration of the mutual promises and covenants contained herein, the Company and the Purchaser hereby agree as follow:
