Amendment No. 1 to the Investment Management Trust Agreement, dated September 20, 2019
AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT
This Amendment No. 1 (this Amendment) to the Investment Management Trust Agreement (as defined below) is made by and between TPG Pace Holdings Corp., a Cayman Islands exempted company (the Company) and Continental Stock Transfer & Trust Company, a New York corporation (the Trustee). Capitalized terms used herein but not specifically defined shall have the meanings ascribed to such terms in the Investment Management Trust Agreement.
WHEREAS, the Company and the Trustee are parties to the Investment Management Trust Agreement, dated as of June 27, 2017 (the Investment Management Trust Agreement);
WHEREAS, Section 1(i) of the Investment Management Trust Agreement sets forth the terms that govern the liquidation of the Trust Account under circumstances described therein;
WHEREAS, at an extraordinary general meeting of shareholders of the Company held on September 20, 2019, the Companys shareholders approved (i) a proposal (the Extension Amendment Proposal) to amend the Companys amended and restated memorandum and articles of association (the Articles) to extend the date by which the Company has to consummate a business combination (the Extension) from September 30, 2019 to December 31, 2019 (the Extended Date) and (ii) a proposal to extend the date on which to commence liquidating the Trust Account established in connection with the Companys initial public offering in the event the Company has not consummated a business combination to the Extended Date; and
WHEREAS, on the date hereof, the Company is filing the amendment to the Companys Articles with the Cayman Islands.
NOW, THEREFORE, IT IS AGREED:
Section 1(i) of the Investment Management Trust Agreement is hereby amended and restated in its entirety to read as follows:
(i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (Termination Letter) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, or Chairman of the board of directors (the Board) of the Company or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to fund its working capital requirements, subject to an annual limit of $750,000, and/or to pay its taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein; provided, that, in the case a Termination Letter in the form of Exhibit A is received, or (y) on December 31, 2019, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to fund its working capital requirements, subject to an annual limit of $750,000, and/or to pay its taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), shall be distributed to the Public Shareholders of record as of such date; provided, however, that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by December 31, 2019, the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been distributed to the Public Shareholders;
All other provisions of the Investment Management Trust Agreement shall remain unaffected by the terms hereof.
This Amendment may be signed in any number of counterparts, each of which shall be an original and all of which shall be deemed to be one and the same instrument, with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile signature shall be deemed to be an original signature for purposes of this Amendment.
This Amendment is intended to be in full compliance with the requirements for an Amendment to the Investment Management Trust Agreement as required by Section 6(c) of the Investment Management Trust Agreement, and every defect in fulfilling such requirements for an effective amendment to the Investment Management Trust Agreement is hereby ratified, intentionally waived and relinquished by all parties hereto.
This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
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IN WITNESS WHEREOF, each party has caused this Amendment to be signed by its respective officer thereunto duly authorized, all as of the date first written above.
|CONTINENTAL STOCK TRANSFER & TRUST COMPANY|
|TPG PACE HOLDINGS CORP.|
|Title:||EVP of Corporate Development, Secretary|
[Signature Page to Amendment to Investment Management Trust Agreement]