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).
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.
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 AGREEMENTForm of Transaction 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
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration 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”).
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”).
