Paceline Holdings Corp. c/o TPG Capital LP Fort Worth, TX 76102Paceline Holdings Corp. • July 7th, 2015 • Blank checks • New York
We are pleased to accept the offer TPACE Sponsor Corp. (the “Subscriber” or “you”) has made to purchase 10,062,500 Class F ordinary shares (the “Shares”), $0.0001 par value per share (the “Class F Shares”), up to 1,312,500 of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of Paceline Holdings Corp., a Cayman Islands exempted company (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this agreement, references to “Ordinary Shares” are to, collectively, the Class F Shares and the Company’s Class A Shares, $0.0001 par value per share (the Class A Shares”). Pursuant to the Company’s memorandum and articles of association, as amended to the date hereof (the “Articles”), Class F Shares will automatically convert into Class A shares on a one-for-one basis, subject to adjustment, upon the terms and conditions set forth in the Articles. Unl
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • July 7th, 2015 • Paceline Holdings Corp. • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, effective as of June 30, 2015 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Paceline Holdings Corp., a Cayman Islands exempted company (the “Company”), and TPACE Sponsor Corp., a Cayman Islands exempted company (the “Purchaser”).
