EX-10.4



 Exhibit 10.4 

TPG Pace Energy Holdings Corp. 

301 Commerce St. 
 Suite 3300 

Fort Worth, TX 76102 
 May 4, 2017

 TPG Global, LLC 
 301 Commerce St. 

Suite 3300 
 Fort Worth, TX 76102 

 

	 	Re:	Administrative Services Agreement 

 Gentlemen: 

This letter will confirm our agreement that, commencing on the date the securities of TPG Pace Energy Holdings Corp. (the
“Company”) are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and
Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the
Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), TPG Global, LLC (“TPG”), an affiliate of our sponsor, TPG Pace Energy Sponsor, LLC, shall make available to the Company,
at 301 Commerce St., Suite 3300, Fort Worth, TX 76102 (or any successor location), certain office space, administrative and support services as may be reasonably required by the Company. In exchange therefor, the Company shall pay TPG the sum
of $20,000 per month on the Listing Date and continuing monthly thereafter and will be entitled to be reimbursed for any out-of-pocket expenses until the Termination
Date. 
 TPG hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind (each, a
“Claim”) in or to, and any and all right to seek payment of any amounts due to it out of, the trust account established for the benefit of the public stockholders of the Company and into which substantially all of the proceeds of
the Company’s initial public offering will be deposited (the “Trust Account”), and hereby irrevocably waives any Claim it may have in the future as a result of, or arising out of, this agreement, which Claim would reduce,
encumber or otherwise adversely affect the Trust Account or any monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Trust Account or any monies or
other assets in the Trust Account for any reason whatsoever. 
 This letter agreement constitutes the entire agreement and understanding of
the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the
transactions contemplated hereby. 







 This letter agreement may not be amended, modified or waived as to any particular provision,
except by a written instrument executed by all parties hereto. 
 No party hereto may assign either this letter agreement or any of its
rights, interests, or obligations hereunder without the prior written approval of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or
title to the purported assignee. 
 This letter agreement constitutes the entire relationship 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. 
 This letter agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an
original but all of which together shall constitute one and the same letter agreement. 
 [Signature page follows] 

  
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	Very truly yours,
	
	TPG PACE ENERGY HOLDINGS CORP.
		
	By:	 	 /s/ Martin Davidson

		 	Name:	 	Martin Davidson
		 	Title:	 	Chief Financial Officer


  

			
	AGREED TO AND ACCEPTED BY:
	
	TPG GLOBAL, LLC
		
	By:	 	 /s/ Michael LaGatta

		 	Name: Michael LaGatta
		 	Title: Vice President


  
 [Signature Page to
Administrative Services Agreement]