REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 24th, 2020 • TPG Pace Tech Opportunities Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2020, is made and entered into by and among TPG Pace Tech Opportunities Corp., a Cayman Islands exempted company (the “Company”), and TPG Pace Tech Opportunities 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 24th, 2020 • TPG Pace Tech Opportunities Corp. • Blank checks • New York
45,000,000 Units TPG Pace Tech Opportunities Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • September 24th, 2020 • TPG Pace Tech Opportunities Corp. • Blank checks • New York
TPG Pace Tech Opportunities 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, 45,000,000 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 6,750,000 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 us
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 24th, 2020 • TPG Pace Tech Opportunities Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, effective as of [●], 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between TPG Pace Tech Opportunities Corp., a Cayman Islands exempted company (the “Company”), and TPG Pace Tech Opportunities Sponsor, Series LLC, a Delaware series limited liability company (the “Purchaser”).
TPG PACE TECH OPPORTUNITIES CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of [●], 2020Warrant Agreement • September 24th, 2020 • TPG Pace Tech Opportunities Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2020, is by and between TPG Pace Tech Opportunities Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INDEMNITY AGREEMENTIndemnity Agreement • September 24th, 2020 • TPG Pace Tech Opportunities 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 [•], 2020 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 • September 24th, 2020 • TPG Pace Tech Opportunities Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of [●], 2020, between TPG Pace Tech Opportunities Corp., a Cayman Islands exempted limited company (the “Company”), and TPG Holdings III, L.P. (the “Purchaser”), a Delaware limited partnership and an affiliate of TPG Global, LLC, a Delaware limited liability company (“TPG”). The amount of Units (as defined below) subject to forward purchase by the Purchaser will be set forth, from time to time, in an appendix hereto (as may be amended from time to time without further input from the Company provided that the Forward Purchase remains constant).
TPG Pace Tech Opportunities Corp.TPG Pace Tech Opportunities Corp. • September 24th, 2020 • Blank checks
This letter will confirm our agreement that, commencing on the date the securities of TPG Pace Tech Opportunities Corp. (the “Company”) are first listed on the New York Stock Exchange (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, TPG Pace Tech Opportunities Sponsor, Series LLC, shall make available to the Company, at 301 Commerce St., Suite 3300, Fort Worth, TX 76102 (or any successor location), certain office space, administrative and support services as may be reasonably required by the Company. In exchange therefor, the Company shall pay TPG the sum of $5
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • September 24th, 2020 • TPG Pace Tech Opportunities Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of September 23, 2020, among TPG Pace Tech Opportunities Corp., a Cayman Islands exempted limited company (the “Company”), and other third parties (each, a “Purchaser”, and collectively, the “Purchasers”). The amount of Units (as defined below) subject to forward purchase by each Purchaser will be set forth, from time to time, in an appendix hereto (as may be amended from time to time without further input from the Company).
TPG Pace Tech Opportunities Corp. Fort Worth, TX 76102 Re: Initial Public Offering Gentlemen:Letter Agreement • September 24th, 2020 • TPG Pace Tech Opportunities 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 Tech Opportunities Corp., a Cayman Islands exempted company (the “Company”), and Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Barclays Capital Inc., 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 51,750,000 of the Company’s units (including up to 6,750,000 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-fifth of one redeemable warrant. Each whole redeemable warrant (each, a “Redeemable Warrant”) entitles the holder thereof to purchase one Ordinary Share
