REGISTRATION RIGHTS AGREEMENT
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).
WHEREAS, the Company and the Sponsor have entered into that certain Securities Subscription Agreement, dated as of October 16, 2019, pursuant to which the Sponsor purchased an aggregate of 20,000,000 shares of the (which, in the aggregate, includes up to 1,312,500 shares that are subject to forfeiture by our Sponsor depending on the extent to which the underwriters over-allotment option is exercised) Companys Class F ordinary shares, par value $0.0001 per share (the Founder Shares);
WHEREAS, the Sponsor subsequently surrendered 9,937,500 Founder Shares for no consideration;
WHEREAS, the Sponsor subsequently transferred an aggregate of 160,000 Founder Shares to the other Holders;
WHEREAS, the Founder Shares are convertible into the Companys Class A ordinary shares, par value $0.0001 per share (the Ordinary Shares), on the terms provided in the Companys amended and restated memorandum and articles of association;
WHEREAS, on , 2020, the Company and the Sponsor entered into that certain Private Placement Warrants Purchase Agreement, pursuant to which the Sponsor agreed to purchase an aggregate of 6,000,000 warrants (or up to 6,700,000 warrants if the over-allotment option in connection with the Companys initial public offering is exercised in full) (the Private Placement Warrants), in a private placement transaction occurring simultaneously with the closing of the Companys initial public offering; and
WHEREAS, the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.
NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: