AMENDMENT NO. 1 TO TRANSACTION AGREEMENT
This AMENDMENT NO. 1 TO TRANSACTION AGREEMENT, dated as of July 22, 2019 (this Amendment), is made by and among TPG Pace Holdings Corp., a Cayman Islands exempted company (Parent), each of the Persons set forth on Schedule 1 to the Transaction Agreement (as defined below) (each, a Seller and collectively, the Sellers) and David W. Ruttenberg and John S. Bakalar (as successor to Gordon Rubenstein), (each in their capacity as a Shareholder Representative and collectively, the Shareholder Representatives). Capitalized terms used herein but not specifically defined herein shall have the meanings ascribed to such terms in the Transaction Agreement (as defined below).
WHEREAS, Parent, the Sellers and the Shareholder Representatives are parties to the Transaction Agreement, dated as of June 13, 2019 (the Transaction Agreement);
WHEREAS, on June 27, 2019, in accordance with Section 8.15(e) of the Transaction Agreement, the Sellers designated John S. Bakalar to succeed and replace Gordon Rubenstein as a Shareholder Representative;
WHEREAS, pursuant to Section 8.13 of the Transaction Agreement, the Transaction Agreement may not be amended except by an instrument in writing signed (including by electronic means) on behalf of each of the parties thereto; and
WHEREAS, each of the parties to the Transaction Agreement as at the date hereof agrees to amend the Transaction Agreement as described below.
NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Amendment agree as follows:
1. Effective as of the date of this Amendment, the Transaction Agreement is hereby amended as follows:
(a) All references to Gordon Rubenstein as a Shareholder Representative in the Transaction Agreement are hereby amended to read John S. Bakalar.
(b) Part (d) of the ninth recital in the preamble of the Transaction Agreement is hereby amended and restated in its entirety to read as follows:
(d) contribute 500,000 shares of New Parent Class A-1 Stock to a donor advised fund selected by Parent Sponsor for purposes of participation in charitable efforts in the communities in which Parent Sponsor and its Affiliates operate, or anticipate operating (provided that Parent Sponsor may, with the prior written consent of the Company, elect to (i) contribute cash to such donor advised fund in lieu of some or all of the shares of New Parent Class A-1 Stock at a rate of $10.22 per share and