REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 13th, 2021 • TPG Pace Solutions Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 13, 2021, is made and entered into by and among TPG Pace Solutions Corp., a Cayman Islands exempted company (the “Company”), and TPG Pace Solutions Sponsor, Series LLC, a Delaware series limited liability company (the “Sponsor”) and the undersigned parties listed under Holder on the signature page (each such party, together with the Sponsor, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.3 of this Agreement, a “Holder” and collectively the “Holders”).
25,000,000 Shares TPG Pace Solutions Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • March 19th, 2021 • TPG Pace Solutions Corp. • Blank checks • New York
TPG Pace Solutions 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, 25,000,000 Class A ordinary shares of the Company, par value $.0001 per share (the “Ordinary Shares”) (said Ordinary Shares 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 3,750,000 additional Ordinary Shares 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 singu
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 13th, 2021 • TPG Pace Solutions Corp. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between TPG Pace Solutions Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of , 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $[●] of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
TPG Pace VIII Holdings Corp. c/o TPG Global, LLC Fort Worth, TX 76102Securities Subscription Agreement • January 19th, 2021 • TPG Pace Solutions Corp. • Blank checks • New York
This agreement and the terms hereof (this “Agreement”) memorializes the purchase of 20,000,000 of Class B ordinary shares (the “Shares”), $0.0001 par value per share (the “Class B Shares”) in TPG Pace VIII Holdings Corp., a Cayman Islands exempted company (the “Company”) by TPG Pace VIII Sponsor (Series S), a series of TPG Pace VIII Sponsor, Series LLC, a Delaware series limited liability company (the “Subscriber” or “you”), which occurred on January 8, 2021 (the “Effective Date”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary 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 B Shares will convert into Class A Shares on a one-for-one basis, subject to adjustment, upon the terms and conditions set forth in the Articles. Unless the context otherwise requires, as u
INDEMNITY AGREEMENTIndemnification Agreement • March 19th, 2021 • TPG Pace Solutions 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 [●], 2021 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:
INDEMNITY AGREEMENTIndemnification Agreement • April 13th, 2021 • TPG Pace Solutions 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 [●], 2021 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:
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • March 19th, 2021 • TPG Pace Solutions Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of March 18, 2021, between TPG Pace Solutions Corp., a Cayman Islands exempted company (the “Company”), other third parties (each, a “Purchaser”, and collectively, the “Purchasers”) and TPG Pace Solutions Sponsor, Series LLC, a Delaware series limited liability company (the “Sponsor”), solely for the purposes of Section 9(t). The amount of Class A Shares (as defined below) subject to forward purchase by each Purchaser will be set forth, from time to time, in an appendix hereto.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 19th, 2021 • TPG Pace Solutions Corp. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between TPG Pace Solutions Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of , 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $[●] of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • March 19th, 2021 • TPG Pace Solutions Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, effective as of [●], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between TPG Pace Solutions Corp., a Cayman Islands exempted company (the “Company”), and TPG Pace Solutions Sponsor, Series LLC, a Delaware series limited liability company (the “Purchaser”).
FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of VACASA HOLDINGS LLC Dated as of [ · ], 2021Limited Liability Company Agreement • August 3rd, 2021 • TPG Pace Solutions Corp. • Blank checks • Delaware
FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of VACASA HOLDINGS LLC, a Delaware limited liability company (the “Company”), dated as of [ · ], 2021 (the “Restatement Date”), by and among the Company, Vacasa, Inc., a Delaware corporation (“PubCo”, as the Initial Managing Member as defined below) and the Members (as defined below).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 3rd, 2021 • TPG Pace Solutions Corp. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of [l], 2021 (the “Effective Date”), by and among Vacasa, Inc., a Delaware corporation (the “Company”) and each of the persons listed under the heading “Holders” on the signature pages attached hereto (the “Holders,” and each individually, a “Holder”).
BUSINESS COMBINATION AGREEMENT by and among TPG PACE SOLUTIONS CORP. BLOCKER MERGER SUBS, TURNKEY VACATIONS, INC. Blockers VACASA, INC., VACASA HOLDINGS LLC and, solely for the purpose of Section 12.12, BLOCKER HOLDERS (as hereinafter defined) Dated...Business Combination Agreement • August 3rd, 2021 • TPG Pace Solutions Corp. • Blank checks • Delaware
BUSINESS COMBINATION AGREEMENT, dated as of July 28, 2021 (this “Agreement”), by and among TPG Pace Solutions Corp., an exempted company incorporated in the Cayman Islands (“Pace”), the Blocker Merger Subs (as hereinafter defined, “Blocker Merger Subs”), the Blockers (as hereinafter defined, “Blockers”), including Turnkey Vacations, Inc. (“TK Newco”), Vacasa, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Newco”), Vacasa Holdings LLC, a Delaware limited liability company (the “Company”), and, solely for the purpose of Section 12.12, the undersigned Blocker Holders (as hereinafter defined, “Blocker Holders”). Pace, the Blocker Merger Subs, the Blockers, Newco, the Company and the undersigned Blocker Holders shall be referred to herein from time to time collectively as the “Parties” or individually as a “Party”.
AMENDED AND RESTATED FORWARD PURCHASE AGREEMENTForward Purchase Agreement • August 3rd, 2021 • TPG Pace Solutions Corp. • Blank checks • New York
This Amended and Restated Forward Purchase Agreement (this “Agreement”) is entered into as of July [●], 2021, between TPG Pace Solutions Corp., a Cayman Islands exempted company (the “Company”), Vacasa, Inc. (“Newco”), TPG Holdings III, L.P. (the “Purchaser”), a Delaware limited partnership and an affiliate of TPG Global, LLC, a Delaware limited liability company (“TPG”) and TPG Pace Solutions Sponsor, Series LLC, a Delaware series limited liability company (the “Sponsor”). The amount of Class A Shares (as defined below) subject to forward purchase by the Purchaser will be set forth, from time to time, in an appendix hereto.
TPG Pace Solutions Corp. Fort Worth, TX 76102Underwriting Agreement • April 13th, 2021 • TPG Pace Solutions 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 among TPG Pace Solutions Corp., a Cayman Islands exempted company (the “Company”), and Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 25,000,000 of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”) (including up to 3,750,000 Class A Ordinary Shares that may be purchased to cover over-allotments, if any). The Class A Ordinary Shares shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchan
AMENDMENT TO LETTER AGREEMENTLetter Agreement • August 3rd, 2021 • TPG Pace Solutions Corp. • Blank checks
This Amendment (this “Amendment”), dated as of July 28, 2021, to that certain Letter Agreement, dated April 13, 2021 (the “Letter Agreement”), by and among TPG Pace Solutions Corp., a Cayman Islands exempted company (“Pace”), TPG Pace Solutions Sponsor, Series LLC, a Delaware series limited liability company (the “Sponsor”), each of the undersigned individuals, each of whom is a director or member of Pace’s management team (each, an “Insider” and collectively, the “Insiders”), Vacasa Holdings LLC, a Delaware limited liability company (the “Company”) and Vacasa, Inc. (“Newco”).
TAX RECEIVABLE AGREEMENT by and among Vacasa, Inc., VACASA HOLDINGS LLC, the several EXCHANGE TRA PARTIES (as defined herein), the several REORGANIZATION TRA PARTIES (as defined herein), REPRESENTATIVE (as defined herein), and OTHER PERSONS FROM TIME...Tax Receivable Agreement • August 3rd, 2021 • TPG Pace Solutions Corp. • Blank checks • Delaware
This TAX RECEIVABLE AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated [●], 2021, is hereby entered into by and among Vacasa, Inc., a Delaware corporation (the “Corporation”), Vacasa Holdings LLC, a Delaware limited liability company (the “LLC”), each of the Exchange TRA Parties from time to time party hereto, each of the Reorganization TRA Parties from time to time party hereto, and the Representative (as defined below). Capitalized terms used but not otherwise defined herein have the respective meanings set forth in Section 1.01.
FORM OF TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • August 3rd, 2021 • TPG Pace Solutions Corp. • Blank checks
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • August 3rd, 2021 • TPG Pace Solutions Corp. • Blank checks • Delaware
TPG Pace Solutions Corp. 301 Commerce St. Suite 3300 Fort Worth, TX 76102Administrative Services Agreement • April 13th, 2021 • TPG Pace Solutions Corp. • Blank checks • New York
TPG Pace Solutions Corp. 301 Commerce St. Suite 3300 Fort Worth, TX 76102Administrative Services Agreement • March 19th, 2021 • TPG Pace Solutions Corp. • Blank checks
VACASA, INC. STOCKHOLDERS AGREEMENT Dated as of [ ● ], 2021Stockholders Agreement • August 3rd, 2021 • TPG Pace Solutions Corp. • Blank checks • Delaware
This STOCKHOLDERS AGREEMENT (as the same may be amended from time to time in accordance with its terms, the “Agreement”) is entered into as of [ l ], 2021, by and among (i) Vacasa, Inc., a Delaware corporation (the “Issuer”); (ii) the Silver Lake Stockholders (as hereinafter defined); (iii) the Riverwood Stockholders (as hereinafter defined), (iv) the Level Equity Stockholders (as hereinafter defined), (v) the TPG Stockholders (as hereinafter defined), (vi) the EB Stockholders (as hereinafter defined) and any other Person who becomes a party hereto pursuant to Article VI (each a “Stockholder” and, collectively, the “Stockholders”).
