Exhibit 10.5


 


TPG Pace VIII Holdings Corp.


c/o TPG Global, LLC


301 Commerce St., Suite 3300


Fort Worth,
TX 76102


 


	
        TPG Pace VIII Sponsor (Series S)

         
	January 12, 2021
	301 Commerce St., Suite 3300	 
	Fort Worth, TX 76102	 


 


RE:         Securities
Subscription Agreement


 


Ladies and Gentlemen:


 


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 used herein “Shares” shall be deemed to include any Class A
Shares issued upon conversion of the Class B Shares comprising the Shares. The terms on which the Company sold the Shares
to the Subscriber on the Effective Date, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:


 


 1.           Purchase of Shares.




 


With effect
as of the Effective Date, for the sum of $25,000 (the “Purchase Price”), which the Company acknowledges receiving
in cash, the Company sold and issued the Shares to the Subscriber, and the Subscriber purchased the Shares from the Company, on
the terms and subject to the conditions set forth in this Agreement. Concurrently with the Subscriber’s execution of this
Agreement, the Company shall, at its option, deliver to the Subscriber a certificate registered in the Subscriber’s name
representing the Shares (the “Original Certificate”) or effect such delivery in book-entry form. Any future
forfeiture of shares of the Company (as agreed between the Subscriber and the Company) shall take effect as surrenders for no consideration
of such shares as a matter of Cayman Islands law.


 




    


     


    


 





 2.           Representations, Warranties and Agreements.



 


2.1          Subscriber’s
Representations, Warranties and Agreements. To induce the Company to issue the Shares to the Subscriber, the Subscriber hereby
represents and warrants to the Company and agrees with the Company as follows (such representations being true as of the Effective
Date or the date hereof, as applicable):


 


2.1.1            No
Government Recommendation or Approval. The Subscriber understands that no federal or state agency has passed upon or made any
recommendation or endorsement of the offering of the Shares.


 


2.1.2            No
Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) the formation and governing documents
of the Subscriber, (ii) any agreement, indenture or instrument to which the Subscriber is a party or (iii) any law, statute,
rule or regulation to which the Subscriber is subject, or any agreement, order, judgment or decree to which the Subscriber
is subject.


 


2.1.3            Organization
and Authority. The Subscriber is a Delaware limited liability company, validly existing and in good standing under the laws
of the State of Delaware and possesses all requisite power and authority necessary to carry out the transactions contemplated by
this Agreement. Upon execution and delivery by you, this Agreement is a legal, valid and binding agreement of Subscriber, enforceable
against Subscriber in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency,
fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles
of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).


 


2.1.4            Experience,
Financial Capability and Suitability. Subscriber is: (i) sophisticated in financial matters and is able to evaluate the
risks and benefits of the investment in the Shares and (ii) able to bear the economic risk of its investment in the Shares
for an indefinite period of time because the Shares have not been registered under the Securities Act (as defined below) and therefore
cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. Subscriber
is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests.
Subscriber must bear the economic risk of this investment until the Shares are sold pursuant to: (i) an effective registration
statement under the Securities Act or (ii) an exemption from registration available with respect to such sale. Subscriber
is able to bear the economic risks of an investment in the Shares and to afford a complete loss of Subscriber’s investment
in the Shares.


 


2.1.5            Access
to Information; Independent Investigation. Prior to the execution of this Agreement, the Subscriber has had the opportunity
to ask questions of and receive answers from representatives of the Company concerning an investment in the Company, as well as
the finances, operations, business and prospects of the Company, and the opportunity to obtain additional information to verify
the accuracy of all information so obtained. In determining whether to make this investment, Subscriber has relied solely on Subscriber’s
own knowledge and understanding of the Company and its business based upon Subscriber’s own due diligence investigation and
the information furnished pursuant to this paragraph.
Subscriber understands that no person has been authorized to give any information or to make any representations which were not
furnished pursuant to this Section 2 and Subscriber has not relied on any other representations or information in making its
investment decision, whether written or oral, relating to the Company, its operations and/or its prospects.


 




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2.1.6            Regulation
D Offering. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of
Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and acknowledges the sale contemplated
hereby is being made in reliance on a private placement exemption to “accredited investors” within the meaning of Section 501(a) of
Regulation D under the Securities Act or similar exemptions under state law.


 


2.1.7            Investment
Purposes. The Subscriber is purchasing the Shares solely for investment purposes, for the Subscriber’s own account and
not for the account or benefit of any other person, and not with a view towards the distribution or dissemination thereof. The
Subscriber did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the
meaning of Rule 502 under the Securities Act.


 


2.1.8            Restrictions
on Transfer; Shell Company. Subscriber understands the Shares are being offered in a transaction not involving a public offering
within the meaning of the Securities Act. Subscriber understands the Shares will be “restricted securities” within
the meaning of Rule 144(a)(3) under the Securities Act and Subscriber understands that the certificates or book-entries
representing the Shares will contain a legend in respect of such restrictions. If in the future the Subscriber decides to offer,
resell, pledge or otherwise transfer the Shares, such Shares may be offered, resold, pledged or otherwise transferred only pursuant
to: (i) registration under the Securities Act, or (ii) an available exemption from registration. Subscriber agrees that
if any transfer of its Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, Subscriber
may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or an exemption,
the Subscriber agrees not to resell the Shares. Subscriber further acknowledges that because the Company is a shell company, Rule 144
may not be available to the Subscriber for the resale of the Shares until one year following consummation of the initial business
combination of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any
contractual transfer restrictions.


 


2.1.9            No
Governmental Consents. No governmental, administrative or other third party consents or approvals are required, necessary or
appropriate on the part of Subscriber in connection with the transactions contemplated by this Agreement.


 







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2.2         Company’s
Representations, Warranties and Agreements. To induce the Subscriber to purchase the Shares, the Company hereby represents
and warrants to the Subscriber and agrees with the Subscriber as follows:


 


2.2.1            Organization
and Corporate Power. The Company is a Cayman Islands exempted company and is qualified to do business in every jurisdiction
in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating
results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the
transactions contemplated by this Agreement.


 


2.2.2            No
Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) the Memorandum and Articles of Association
of the Company, (ii) any agreement, indenture or instrument to which the Company is a party or (iii) any law, statute,
rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject.


 


2.2.3            Title
to Shares. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration on the register of
members of the Company, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with,
and payment pursuant to, the terms hereof the Subscriber will have or receive good title to the Shares, free and clear of all liens,
claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and under the other agreements to which
the Shares may be subject, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or
encumbrances imposed due to the actions of the Subscriber.


 


2.2.4            No
Adverse Actions. There are no actions, suits, investigations or proceedings pending, threatened against or affecting the Company
which: (i) seek to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this
Agreement or (ii) question the validity or legality of any transactions or seeks to recover damages or to obtain other relief
in connection with any transactions.


 


2.2.5            Authorization.
The Class A Shares issuable upon conversion of the Class B Shares have been duly authorized and reserved for issuance
upon such conversion.


 


2.3          Termination
of Rights as Shareholder. If any of the Shares are forfeited, then after such time the Subscriber (or successor in interest),
shall no longer have any rights as a holder of such forfeited Shares, and the Company shall take such action as is appropriate
to cancel such forfeited Shares.


 


2.4          Share
Certificates. In the event an adjustment to the Original Certificate, if any, is required pursuant to this Section 3,
then the Subscriber shall return such Original Certificate to the Company or its designated agent as soon as practicable upon its
receipt of notice from the Company advising Subscriber of such adjustment, following which a new certificate (the “New
Certificate”), if any, shall be issued in such amount representing the adjusted number of Shares held by the Subscriber.
The New Certificate, if any, shall be returned to the Subscriber as soon as practicable. Any such adjustment for any uncertificated
securities held by the Subscriber shall be made in book-entry form.


 






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3.            Waiver
of Liquidation Distributions; Redemption Rights. In connection with the Shares purchased pursuant to this Agreement, the Subscriber
hereby waives any and all right, title, interest or claim of any kind in or to any distributions by the Company from the trust
account which will be established for the benefit of the Company’s public shareholders and into which substantially all of
the proceeds of the IPO will be deposited (the “Trust Account”), in the event of a liquidation of the Company
upon the Company’s failure to timely complete an initial business combination. For purposes of clarity, in the event the
Subscriber purchases securities in the IPO or in the aftermarket, any Class A Shares so purchased shall be eligible to receive
any liquidating distributions by the Company. However, in no event will the Subscriber have the right to redeem any Ordinary Shares
held by it into funds held in the Trust Account upon the successful completion of an initial business combination.


 


 4.           Restrictions on Transfer.




 


4.1           Securities
Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known as an “Insider
Letter”) to be dated on or prior to the closing of the IPO by and between Subscriber and the Company, Subscriber agrees
not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto (a) a
registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the
Shares proposed to be transferred shall then be effective or (b) the Company has received an opinion from counsel reasonably
satisfactory to the Company, that such registration is not required because such transaction is exempt from registration under
the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable
state securities laws.


 


4.2          Restrictive
Legends. All certificates representing the Shares shall have endorsed thereon legends substantially as follows:


 


“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM
REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL, IS AVAILABLE.”


 


“THE SECURITIES REPRESENTED
BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING
THE TERM OF THE LOCKUP.”


 


4.3           Additional
Shares or Substituted Securities. In the event of the declaration of a share dividend, the declaration of an extraordinary
dividend payable in a form other than shares, a spin-off, a share split, an adjustment in conversion ratio, a recapitalization
or a similar transaction affecting the Company’s outstanding Ordinary Shares without receipt of consideration, any new, substituted
or additional securities or other property which are by reason of such transaction distributed with respect to any Shares subject
to this Section 5 or into which such Shares thereby become convertible shall immediately be subject to this Section 5
and Section 3. Appropriate adjustments to reflect the distribution of such securities or property shall be made to the number
and/or class of Shares subject to this Section 5 and Section 3.


 






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4.4           Registration
Rights. Subscriber acknowledges that the Shares are being purchased pursuant to an exemption from the registration requirements
of the Securities Act and will become freely tradable only after certain conditions are met or they are registered pursuant to
a registration rights agreement to be entered into with the Company prior to the closing of the IPO (the “Registration Rights
Agreement”).


 


 5.           Other Agreements.




 


5.1           Further
Assurances. Subscriber agrees to execute such further instruments and to take such further action as may reasonably be necessary
to carry out the intent of this Agreement.


 


5.2           Notices.
All notices, statements or other documents which are required or contemplated by this Agreement shall be: (i) in writing and
delivered personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic
transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or
such other address or fax number as may be designated in writing by such party and (iii) by electronic mail, to the electronic
mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such
party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered
personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one
(1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.


 


5.3           Entire
Agreement. This Agreement, the Insider Letter and the Registration Rights Agreement each, substantially in the form to be filed
as an exhibit to the Registration Statement, embodies the entire agreement and understanding between the Subscriber and the Company
with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the
subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this
Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement.


 


5.4           Modifications
and Amendments. The terms and provisions of this Agreement may be modified or amended only by written agreement executed by
all parties hereto.


 


5.5          Waivers
and Consents. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only
by written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall
be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether
or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was
given, and shall not constitute a continuing waiver or consent.


 






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5.6          Assignment.
The rights and obligations under this Agreement may not be assigned by either party hereto without the prior written consent of
the other party.


 


5.7          Benefit.
All statements, representations, warranties, covenants and agreements in this Agreement shall be binding on the parties hereto
and shall inure to the benefit of the respective successors and permitted assigns of each party hereto. Nothing in this Agreement
shall be construed to create any rights or obligations except among the parties hereto, and no person or entity shall be regarded
as a third-party beneficiary of this Agreement.


 


5.8          Governing
Law. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed
by the laws of New York applicable to contracts wholly performed within the borders of such state, without giving effect to the
conflict of law principles thereof.


 


5.9          Severability.
In the event that any court of competent jurisdiction shall determine that any provision, or any portion thereof, contained in
this Agreement shall be unreasonable or unenforceable in any respect, then such provision shall be deemed limited to the extent
that such court deems it reasonable and enforceable, and as so limited shall remain in full force and effect. In the event that
such court shall deem any such provision, or portion thereof, wholly unenforceable, the remaining provisions of this Agreement
shall nevertheless remain in full force and effect


 


5.10         No
Waiver of Rights, Powers and Remedies. No failure or delay by a party hereto in exercising any right, power or remedy under
this Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy
of such party. No single or partial exercise of any right, power or remedy under this Agreement by a party hereto, nor any abandonment
or discontinuance of steps to enforce any such right, power or remedy, shall preclude such party from any other or further exercise
thereof or the exercise of any other right, power or remedy hereunder. The election of any remedy by a party hereto shall not constitute
a waiver of the right of such party to pursue other available remedies. No notice to or demand on a party not expressly required
under this Agreement shall entitle the party receiving such notice or demand to any other or further notice or demand in similar
or other circumstances or constitute a waiver of the rights of the party giving such notice or demand to any other or further action
in any circumstances without such notice or demand.


 


5.11        Survival
of Representations and Warranties. All representations and warranties made by the parties hereto in this Agreement or in any
other agreement, certificate or instrument provided for or contemplated hereby, shall survive the execution and delivery hereof
and any investigations made by or on behalf of the parties.


 


5.12        No
Broker or Finder. Each of the parties hereto represents and warrants to the other that no broker, finder or other financial
consultant has acted on its behalf in connection with this Agreement or the transactions contemplated hereby in such a way as to
create any liability on the other. Each of the parties hereto agrees to indemnify and save the other harmless from any claim or
demand for commission or other compensation by any broker, finder, financial consultant or similar agent claiming to have been
employed by or on behalf of such party and to bear the cost of legal expenses incurred in defending against any such claim.


 






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5.13        Headings
and Captions. The headings and captions of the various subdivisions of this Agreement are for convenience of reference only
and shall in no way modify or affect the meaning or construction of any of the terms or provisions hereof.


 


5.14        Counterparts.
This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being
understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or any other form of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or
on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.


 


5.15        Construction.
The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of
intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption
or burden of proof will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement.
The words “include,” “includes,” and “including” will be deemed to be
followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include
any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise
requires. The words “this Agreement,” “herein,” “hereof,” “hereby,”
 “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision
unless expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein will have
independent significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any respect,
the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the
relative levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that such party
hereto is in breach of the first representation, warranty, or covenant.


 


5.16        Mutual
Drafting. This Agreement is the joint product of the Subscriber and the Company and each provision hereof has been subject
to the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto.


 


6.            Voting
and Tender of Shares. Subscriber agrees to vote the Shares in favor of an initial business combination that the Company negotiates
and submits for approval to the Company’s shareholders and shall not seek redemption with respect to such Shares. Additionally,
the Subscriber agrees not to tender any Shares in connection with a tender offer presented to the Company’s shareholders
in connection with an initial business combination negotiated by the Company.


 


7.            Indemnification.
Each party shall indemnify the other against any loss, cost or damages (including reasonable attorney’s fees and expenses)
incurred as a result of such party’s breach of any representation, warranty, covenant or agreement in this Agreement.


 






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If the foregoing
accurately sets forth our understanding and agreement, please sign the enclosed copy of the Agreement and return it to us.


 


	 	Very
    truly yours,
	 	 
	 	TPG
    PACE VIII HOLDINGS CORP.
	 	 
	 	 
	 	By:
    	/s/
    Michael LaGatta
	 	Name:	Michael
    LaGatta
	 	Title:	Vice
    President




 


	Accepted
    and agreed this 12th day of January, 2021	 
	 	 
	TPG
    Pace VIII Sponsor (Series S)	 
	By
    its Managing Member	 
	TPG
    Pace Governance, LLC	 
	 	 
	 	 
	By:
    	/s/
    Ken Murphy	 
	Name:
    	Ken
    Murphy	 
	Title:	Vice
    President	 




 






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