Exhibit
10.1


 


THIS
PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE
OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE
AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


 


PROMISSORY
NOTE


 


	Principal Amount: $[●]	 	Dated
                                         as of [●], 2021



 


TPG
Pace Solutions Corp., a Cayman Islands exempted company (the “Maker”), promises to pay to the order of TPG
Pace Solutions Sponsor, Series LLC, a Delaware series limited liability company or its registered assigns or successors in
interest (the “Payee”), or order, the principal sum of [●] ($[●]) or such lesser amount as shall
have been advanced by Payee to Maker and shall remain unpaid under this Note on the Maturity Date (as defined below) in lawful
money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by
check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may
from time to time designate by written notice in accordance with the provisions of this Note.


 


1.             Principal. The
entire unpaid principal balance of this Note shall be payable on the earlier of: (i) July 31, 2021, or
(ii) the date on which Maker consummates an initial public offering of its securities (such earlier date, the
 “Maturity Date”). The principal balance may be prepaid at any time. Under no circumstances shall any
individual, including but not limited to any officer, dire ctor, employee or shareholder of the Maker, be obligated
personally for any obligations or liabilities of the Maker hereunder.


 


2.             Drawdown
Requests. Maker and Payee agree that Maker may request, from
time to time, up to [●] ($[●]) in draw downs under this Note to be used for costs and expenses related to Maker’s
formation and the proposed initial public offering of its securities (the “IPO”). Principal of this Note may
be drawn down from time to time prior to the Maturity Date upon written request from Maker to Payee (each, a “Drawdown
Request”). Each Drawdown Request must state the amount to be drawn down, and must not be an amount less than Ten Thousand
Dollars ($10,000). Payee shall fund each Drawdown Request no later than three (3) business days after receipt of a Drawdown
Request; provided, however, that the maximum amount of drawdowns outstanding under this Note at any time may not exceed [●]
($[●]). No fees, payments or other amounts shall be due to Payee in connection with, or as a result of, any Drawdown Request
by Maker.


 


3.             Interest.
No interest shall accrue on the unpaid principal balance of
this Note.


 


4.             Application
of Payments. All payments shall be applied first to payment
in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s
fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.


 


5.             Events
of Default. The following shall constitute an event of default
(“Event of Default”):


 


(a)             Failure
to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within five (5) business
days of the date specified above.


 






     


     


    

 


(b)             Voluntary
Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization,
rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator,
assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or
the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts
become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.


 


(c)             Involuntary
Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker
in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering
the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period
of 60 consecutive days.


 


6.             Remedies.


 


(a)             Upon
the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by written notice to Maker, declare
this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable
thereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of
which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.


 


(b)             Upon
the occurrence of an Event of Default specified in Sections 5(b) or 5(c), the unpaid principal balance of this Note, and
all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without
any action on the part of Payee.


 


7.             Waivers.
Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor,
protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by
Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting
any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy
or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment;
and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of
execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.


 


8.             Unconditional
Liability. Maker hereby waives all notices in connection with
the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall
be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence,
extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of
time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this
Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker
or affecting Maker’s liability hereunder.


 


9.             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.


 






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10.          Construction.
THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF TEXAS, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.


 


11.          Severability.
Any provision contained in this Note which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction.


 


12.          Trust
Waiver. Notwithstanding anything herein to the contrary, the
Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution
of or from the trust account to be established in which the proceeds of the IPO conducted by the Maker (including the deferred
underwriters discounts and commissions) and the proceeds of the sale of the warrants issued in a private placement to occur on
or prior to the consummation of the IPO are to be deposited, as described in greater detail in the registration statement and
prospectus to be filed with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse,
reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever.


 


13.          Amendment;
Waiver. Any amendment hereto or waiver of any provision hereof
may be made with, and only with, the written consent of the Maker and the Payee.


 


14.          Assignment.
No assignment or transfer of this Note or any rights or obligations
hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party
hereto and any attempted assignment without the required consent shall be void.


 


[Signature
page follows]


 






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IN
WITNESS WHEREOF, Maker, intending to be legally bound hereby,
has caused this Note to be duly executed by the undersigned as of the day and year first above written.


 


	 	TPG PACE SOLUTIONS CORP.

	 	 	 
		By:	                       






		 	Name:	Martin
                                         Davidson






		 	Title:	Chief
                                         Financial Officer



 






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