AGREEMENT OF JOINT FILING
This joint filing agreement (this “Agreement”) is made and entered into as of this 16th day of February 2016, by and among TPACE Sponsor Corp., TPG Group Holdings (SBS) Advisors, Inc., David Bonderman, James G. Coulter and Karl Peterson.
The parties to this Agreement hereby agree to prepare jointly and file timely (and otherwise to deliver as appropriate) all filings on any Form 3, Form 4, Form 5 or Schedule 13D or Schedule 13G, and any and all amendments thereto and any other document relating thereto (collectively, the “Filings”) required to be filed by them pursuant to the Securities Exchange Act of 1934, as amended. Each party to this Agreement further agrees and covenants to the other parties that it will fully cooperate with such other parties in the preparation and timely filing (and other delivery) of all such Filings.
This agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.
Dated: February 16, 2016
TPACE Sponsor Corp.
By: /s/ Clive Bode
Name: Clive Bode
Title: Vice President
TPG Group Holdings (SBS) Advisors, Inc.
By:/s/ Clive Bode
Name: Clive Bode
Title: Vice President
David Bonderman
By:/s/ Clive Bode
Name: Clive Bode, on behalf of David Bonderman (1)
James G. Coulter
By:/s/ Clive Bode
Name: Clive Bode, on behalf of James G. Coulter (2)
Karl Peterson
By: /s/ Clive Bode
Name: Clive Bode, on behalf of Karl Peterson (3)
_______________
(1) Clive Bode is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated June 19, 2015, which was previously filed with the Securities and Exchange Commission (the “Commission”) as an exhibit to an amendment to Schedule 13D filed by Mr. Bonderman on June 22, 2015 (SEC File No. 005-87680).
(2) Clive Bode is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated June 19, 2015, which was previously filed with the Commission as an exhibit to an amendment to Schedule 13D filed by Mr. Coulter on June 22, 2015 (SEC File No. 005-87680).
(3) Clive Bode is signing on behalf of Mr. Peterson pursuant to an authorization and designation letter dated September 4, 2015, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Peterson on October 27, 2015 (SEC File No. 001-37551).
