REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 13th, 2015 • Pace Holdings Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2015, is made and entered into by and among Pace Holdings Corp., a Cayman Islands exempted company (the “Company”), and TPACE Sponsor Corp., a Cayman Islands exempted company (the “Sponsor”, together with [the other parties listed on the signature pages hereto] and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
Paceline Holdings Corp. c/o TPG Capital LP Fort Worth, TX 76102Pace Holdings Corp. • August 13th, 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
PACE HOLDINGS CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of [●], 2015Warrant Agreement • August 13th, 2015 • Pace Holdings Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2015, is by and between Pace Holdings Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • August 13th, 2015 • Pace 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”).
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●] 2015. Between: Whereas:Indemnity Agreement • August 13th, 2015 • Pace Holdings Corp. • Blank checks
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [●] 2015 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Pace Holdings Corp., a Cayman Islands exempted...Letter Agreement • August 13th, 2015 • Pace Holdings Corp. • Blank checks
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 13th, 2015 • Pace Holdings Corp. • Blank checks • New York
Pace Holdings Corp.Pace Holdings Corp. • August 13th, 2015 • Blank checks
This letter will confirm our agreement that, commencing on the date the securities of Pace Holdings Corp. (the “Company”) are first listed on the Nasdaq Capital Market (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, TPACE Sponsor Corp., shall make available to the Company, at 301 Commerce St., Suite 3300, Fort Worth, TX 76102 (or any successor location), certain administrative and support services as may be reasonably required by the Company. In exchange therefor, the Company shall pay TPG the sum of $10,000 per month on the Listing Date and continuing monthly
