REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 16th, 2015 • Pace Holdings Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 10, 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”).
40,000,000 Units1 Pace Holdings Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • September 16th, 2015 • Pace Holdings Corp. • Blank checks • New York
Pace Holdings Corp., a Cayman Islands exempted company (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 40,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 6,000,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and
PACE HOLDINGS CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of September 10, 2015Warrant Agreement • September 16th, 2015 • Pace Holdings Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 10, 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”).
AMENDED AND RESTATED SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • September 16th, 2015 • Pace Holdings Corp. • Blank checks • New York
THIS AMENDED AND RESTATED SPONSOR WARRANTS PURCHASE AGREEMENT, effective as of September 10, 2015 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Pace 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 September 16, 2015. Between: Whereas:Indemnity Agreement • September 16th, 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 September 10, 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:
September 10, 2015Letter Agreement • September 16th, 2015 • Pace Holdings Corp. • Blank checks
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 company (the “Company”), and Deutsche Bank Securities Inc. and Citigroup Global Markets Inc., as the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 46,000,000 of the Company’s units (including up to 6,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one warrant (each, a “Warrant”). Each Warrant entitles the holder thereof to purchase one-third of one Ordinary Share at a price of one third of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 16th, 2015 • Pace Holdings Corp. • Blank checks • New York
Pace Holdings Corp.Pace Holdings Corp. • September 16th, 2015 • Blank checks • New York
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
