Form of Amendment No. 1 to the Forward Purchase Agreement between the Registrant and an affiliate of TPG Global, LLC
AMENDMENT NO. 1 TO
FORWARD PURCHASE AGREEMENT
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:
Section 1(a)(iv) shall be amended and restated in its entirety as follows:
(iv) If the Purchaser transfers its obligation to consummate the Forward Purchase to one or more of the Forward Transferees pursuant to Section 4(c), then at the Forward Closing, if agreed by each Forward Transferee and TPG Pace Beneficial Finance Sponsor, Series LLC, the Company may also issue to one or more of the Forward Transferees, on a private placement basis, upon payment of the Forward Purchase Price, an additional number of Class A Shares, for no cash consideration, equal to one-tenth of the number of Forward Purchase Shares purchased by such Forward Transferee (the Additional Shares and, together with the Forward Purchase Securities and the Forward Transferee Securities (as defined below), the Securities).
Upon and after the effectiveness of this Amendment, each reference in the Agreement to this Agreement, hereunder, hereof or words of like import referring to the Agreement shall mean and be a reference to the Agreement as modified and amended hereby.
This Amendment may be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or any other form of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.
This Amendment, the entire relationships of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without giving effect to its choice of laws principles.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as of the date first set forth above.
|TPG HOLDINGS III, L.P.|
TPG Holdings III-A, L.P.,
its general partner
TPG Holdings III-A, Inc.,
its general partner
|Name: Michael LaGatta|
|Title: Vice President|
|Address for Notices:|
|TPG PACE BENEFICIAL FINANCE CORP.|
|Name: Karl Peterson|
|Title: Non-Executive Chairman and Director|
[Signature Page to Amendment No. 1 to Forward Purchase Agreement]