TPG PACE BENEFICIAL FINANCE CORP.
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
Dated as of , 2020
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).
WHEREAS, on , 2020 the Company entered into that certain Private Placement Warrants Purchase Agreement (as may be amended and restated from time to time, the Private Placement Warrants Purchase Agreement), with TPG Pace Beneficial Finance Sponsor, Series LLC (the Sponsor), a Delaware series limited liability company and an affiliate of TPG Global, LLC (TPG), a Delaware limited liability company, pursuant to which the Sponsor will purchase an aggregate of up to 6,700,000 warrants (including up to 700,000 warrants subject to the Over-allotment Option (as defined below)) simultaneously with the closing of the Offering (and the closing of the Over-allotment Option) (as defined below), if applicable), bearing the legend set forth in Exhibit B hereto (the Private Placement Warrants) at a purchase price of $1.50 per Private Placement Warrant;
WHEREAS, the Company is engaged in an initial public offering (the Offering) of units of the Companys equity securities (the Units), each such unit comprised of one Class A ordinary shares of the Company, par value $0.0001 per share (Ordinary Shares) and one-fifth of one redeemable warrant (the Redeemable Warrants) and, in connection therewith, has determined to issue and deliver 35,000,000 Class A Ordinary Shares (such shares the Offering Shares) to public investors in the Offering. Each whole Redeemable Warrant entitles the holder there to purchase one Ordinary Share, for $11.50 per share, subject to adjustment as described herein. Only whole Redeemable Warrants are exercisable. A holder of the Redeemable Warrants will not be able to exercise any fraction of a Redeemable Warrant;
WHEREAS, on [●], 2020, the Company entered into that certain forward purchase agreement (the Original Forward Purchase Agreement) with TPG Holdings III, L.P. (the TPG Forward Purchaser), a Delaware limited partnership and an affiliate of TPG, pursuant to which the TPG Forward Purchasers will purchase 5,000,000 Ordinary Shares (the Original Forward Purchase Shares) and 1,000,000 Redeemable Warrants (the Original Forward Purchase Warrants and, together with the Original Forward Purchase Shares, the Original Forward Purchase Securities) at an aggregate purchase price of $50,000,000, that shall be effectuated in one or more private placements to occur no later than immediately prior to the consummation of the Companys Business Combination (as defined below);
WHEREAS, the Company entered into those certain forward purchase agreements (the Additional Forward Purchase Agreement and, together with the Original Forward Purchase Agreement, the Forward Purchase Agreements) with other third parties (collectively, with the TPG Forward Purchaser, the Forward Purchasers) will purchase 5,000,000 Ordinary Shares (the Additional Forward Purchase Shares and, together with the Original Forward Purchase Shares, the Forward Purchase Shares) and 1,000,000 Redeemable Warrants (the Additional Forward Purchase Warrants and, together with the Original Forward Purchase Warrants, the Forward Purchase Warrants and, the Additional Forward Purchase Warrants, together with the Additional Forward Purchase Shares, the Additional Forward Purchase Securities and, together with the Original Forward Purchase Securities, the Forward Purchase Securities) at an aggregate purchase price of $50,000,000, in one or more private placements to occur no later than immediately prior to the consummation of the Companys Business Combination;
WHEREAS, in order to finance the Companys transaction costs in connection with an intended initial merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a Business Combination), the Sponsors or an affiliate of our Sponsors or certain of the Companys officers and directors may, but are not obligated to, loan the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into up to an additional 1,000,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant; and