FORWARD PURCHASE AGREEMENT
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).
WHEREAS, the Company was formed for the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a Business Combination);
WHEREAS, the Company has filed with the U.S. Securities and Exchange Commission (the SEC) a registration statement on Form S-1 (the Registration Statement) for its initial public offering (IPO) of 45,000,000 units (or 51,750,000 units if the IPO over-allotment option is exercised in full), which amounts may be adjusted in connection with the Companys marketing efforts relating to the IPO (the units so issued in the IPO, including any units issued in connection with an over-allotment exercise, are referred to herein as the Units), at a price of $10.00 per Unit, each Unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the Class A Shares, and the Class A Shares included in the Units, the Public Shares), and one-fifth of one redeemable warrant (a Redeemable Warrant), where each whole Redeemable Warrant is exercisable to purchase one Class A Share at an exercise price of $11.50 per share;
WHEREAS, following the closing of the IPO (the IPO Closing), the Company will seek to identify and consummate a Business Combination;
WHEREAS, TPG Holdings III, L.P. (TPG Holdings III), a Delaware limited partnership, will enter into a forward purchase agreement, pursuant to which, immediately prior to consummation of the Companys Business Combination (the Business Combination Closing)), the Company shall issue and sell to TPG Holdings III, and TPG Holdings III shall purchase in the aggregate from the Company, on a private placement basis, no less than $50,000,000 of forward purchase securities, consisting of 5,000,000 Class A Shares at a price of $10.00 per Class A Share, plus an aggregate of 1,000,000 forward purchase warrants to purchase one Class A Share at $11.50 per share, at an aggregate purchase price of $50,000,000; and
WHEREAS, pursuant to this Agreement, immediately prior to the Business Combination Closing), the Purchasers shall purchase in the aggregate from the Company, on a private placement basis, up to $100,000,000 of forward purchase securities, consisting of up to 10,000,000 Class A Shares at a price of $10.00 per Class A Share (the Forward Purchase Shares), plus an aggregate of up to 2,000,000 forward purchase warrants to purchase one Class A Share at $11.50 per share (such warrants, together with the Forward Purchase Shares, the Forward Purchase Securities), at an aggregate purchase price of up to $100,000,000 (the Forward Purchase Price), in accordance with Section 1 herein and otherwise in accordance with the terms and conditions set forth herein.