Exhibit 10.2


 


EXECUTION
FORM


 


FORM OF SUBSCRIPTION AGREEMENT


 


This SUBSCRIPTION AGREEMENT (this “Subscription
Agreement”) is entered into this [●] day of [●], 2021, by and among TPG Pace Solutions Corp., a Cayman Islands exempted
company (the “Company”), Vacasa, Inc. (“Newco”) and the undersigned (“Subscriber”).


 


WHEREAS, substantially concurrently with the execution
of this Subscription Agreement, the Company is entering into a definitive agreement with Vacasa Holdings LLC, a Delaware limited liability
company (“Vacasa”), Newco and the other parties thereto, providing for the acquisition of Vacasa (the “Transaction
Agreement” and the transactions contemplated by the Transaction Agreement, the “Business Combination”). Capitalized
terms used but not defined herein shall have the meanings ascribed to such terms in the Transaction Agreement;


 


WHEREAS, one Business Day prior to the Closing
Date, at the Effective Time, the Company shall merge with and into Newco a newly formed Delaware corporation and wholly-owned subsidiary
of Vacasa, with Newco surviving such merger (the “Merger”);


 


WHEREAS, by virtue of the Merger, each then issued
and outstanding Cayman Pace Class A Ordinary Share shall convert automatically, on a one-for-one basis, into a share of Class A
Common Stock of Newco (“Class A Common Stock”);


 


WHEREAS, on the Closing Date, concurrently with
the Closing and in connection with the Business Combination, Subscriber desires to subscribe for and purchase from the Company that number
of shares of Class A Common Stock, set forth on the signature page hereto (the “Acquired Shares”) for a purchase
price of $9.50 per share, with the aggregate purchase price being set forth on the signature page hereto (the “Purchase
Price”), and the Company desires to issue and sell to Subscriber the Acquired Shares in consideration of the payment of the
Purchase Price by or on behalf of Subscriber to the Company on or prior to the Closing (as defined below);


 


WHEREAS, certain other “qualified institutional
buyers” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) or
 “accredited investors” (within the meaning of Rule 501(a) under the Securities Act) (each, an “Other Subscriber”
and together with the Subscriber, the “Subscribers”) have, severally and not jointly, entered into separate subscription
agreements with the Company and Newco (the “Other Subscription Agreements” and together with this Subscription Agreement,
the “Subscription Agreements”), pursuant to which such Other Subscribers have agreed to purchase shares of Class A
Common Stock on the Closing Date at the same per share purchase price as Subscriber, and the aggregate amount of securities to be sold
by Newco pursuant to the Subscription Agreements equals, as of the date hereof, [●] shares of Class A Common Stock;


 


NOW, THEREFORE, in consideration of the foregoing
and the mutual representations, warranties and covenants, and subject to the conditions, herein contained, and intending to be legally
bound hereby, the parties hereto hereby agree as follows:


 


1.            Subscription.
Subject to the terms and conditions hereof, Subscriber hereby agrees to subscribe for and purchase, and Newco hereby agrees to issue and
sell to Subscriber, upon the payment of the Purchase Price, the Acquired Shares (such subscription and issuance, the “Subscription”).
Upon Subscriber’s request, Newco shall deliver to Subscriber: (i) a duly completed and executed Internal Revenue Service Form W-9
or W-8BenE, as applicable and (ii) the names, email addresses and telephone numbers of two company contacts (the “Wire Verification
Information”).


 






    


     


    

 


2.            Closing.


 


(a)            The
 “Subscription Closing” shall occur on the Closing Date and concurrently with the Closing. At least five (5) business
days before the Company reasonably anticipates the Closing will occur, the Company shall deliver written notice to the Subscriber (the
 “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery
of the Purchase Price to the Company. No later than two (2) business days prior to the Closing Date set forth in the Closing Notice,
the Subscriber shall deliver to the Company such information as is reasonably requested in the Closing Notice in order for the Company
to issue the Acquired Shares to the Subscriber, including, without limitation, the legal name of the person in whose name the Acquired
Shares are to be issued and a duly completed and executed Internal Revenue Service (“IRS”) Form W-9 or appropriate
Form W-8. The Subscriber shall deliver to the Company, on or prior to the date that immediately precedes the Closing Date,1
to be held in escrow until the Subscription Closing, the Purchase Price in cash via wire transfer of United States dollars in immediately
available funds to the account specified in the Closing Notice, such funds to be held by the Company in escrow until the Subscription
Closing.


 


(b)            On
the Closing Date, the Purchase Price shall be released from escrow against and concurrently with delivery by Newco to Subscriber of
(i) the Acquired Shares in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those
arising under this Subscription Agreement or applicable state or federal securities laws), in the name of Subscriber (or its nominee
in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable, and (ii) a copy of the
records of, or correspondence from, Newco’s transfer agent (the “Transfer Agent”) reflecting Subscriber as
the owner of the Acquired Shares on and as of the Closing Date (in book entry form). In the event the Closing does not occur
within three (3) business days of the Closing Date specified in the Closing Notice, the Company shall promptly (but not later
than three (3) business days thereafter) return the Purchase Price to Subscriber by wire transfer of U.S. dollars in
immediately available funds to the account specified by the Subscriber and the Subscriber shall be deemed to have requested that the
Acquired Shares be surrendered to Newco for nil consideration (with any book entries or share certificates deemed cancelled, and any
share certificates held by the Subscriber promptly returned to Newco). If this Subscription Agreement terminates, in accordance with
the terms hereof, following the delivery by the Subscriber of the Purchase Price, Newco shall promptly (but not later than three
(3) business days thereafter) return the Purchase Price to the Subscriber. Notwithstanding the foregoing, (i) a failure to
close on the Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2
to be satisfied or waived on or prior to the Closing Date, and (ii) Subscriber shall remain obligated to (A) redeliver
funds to Newco following Newco’s delivery to Subscriber of a new Closing Notice and (B) consummate the Closing upon
satisfaction of the conditions set forth in this Section 2.


 





 






1 For any Subscriber that is an investment company registered
under the Investment Company Act of 1940 (the “Investment Company Act”) or that is advised by an investment adviser subject
to regulation under the Investment Advisers Act of 1940 (the “Investment Advisers Act”), substitute the following closing
mechanics in lieu of those described in the fourth and fifth sentences of this Section 2(a): “The Subscriber shall initiate funding
of the Purchase Price to the Company on the Closing Date, via wire transfer of U.S. dollars in immediately available funds to the account
specified by the Company in the Closing Notice; provided, that the Subscriber shall not be obligated to initiate funding of the Purchase
Price or consummate the Subscription Closing until the Company has delivered to the Subscriber (i) the Acquired Shares in book entry
form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws),
in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as
applicable, and (ii) a copy of the records of, or correspondence from, the Company’s transfer agent (the “Transfer Agent”)
reflecting Subscriber as the owner of the Acquired Shares on and as of the Closing Date or the business day immediately preceding the
Closing Date, as applicable. In the event the Subscriber has not instructed the initiation of the wire transfer(s) in the amount of the
Purchase Price within one (1) business day of the Closing Date, the issuance of the Acquired Shares shall be deemed to be null and void
and the Company shall promptly reverse and cancel any book entries reflecting the issuance of the Acquired Shares.”


 






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(c)            For
the purposes of this Subscription Agreement, “business day” means any day other than a Saturday, Sunday or a day on
which the Federal Reserve Bank of New York is closed or on which banking institutions are generally authorized or required by law or regulation
to close.


 


(d)           The
obligation of the Company and Newco to consummate the transactions contemplated hereunder shall be subject to the conditions that, on
the Closing Date:


 


(i)            all
representations and warranties of the Subscriber contained in this Subscription Agreement shall have been true and correct as of the date
hereof and shall be true and correct as of the Closing Date, as applicable, with the same effect as though such representations and warranties
had been made on and as of such date (other than any such representation or warranty that is made by its terms as of a specified date,
which shall be true and correct as of such specified date), except where the failure to be so true and correct would not have a Subscriber
Material Adverse Effect.


 


(ii)            the
Subscriber shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required
by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing; provided, that this
condition shall be deemed satisfied unless written notice of such non-compliance is provided by the Company or Newco to the Subscriber
and the Subscriber fails to cure such noncompliance in all material respects within five (5) Business Days of receipt of such notice.


 


(e)           Without
affecting the timing set forth in Section 2(a), the obligations of the Subscriber to consummate the transactions contemplated hereunder
shall be subject to the conditions that, on the Closing Date:


 


(i)            all
representations and warranties of the Company and Newco contained in this Subscription Agreement shall have been true and correct as of
the date hereof and shall be true and correct as of the Closing Date, as applicable, with the same effect as though such representations
and warranties had been made on and as of such date (other than any such representation or warranty that is made by its terms as of a
specified date, which shall be true and correct as of such specified date), except where the failure to be so true and correct would not
have an Company Material Adverse Effect or Newco Material Adverse Effect;


 


(ii)            the
Company and Newco shall have performed, satisfied and complied (unless waived) in all material respects with all covenants, agreements
and conditions required by this Subscription Agreement to be performed, satisfied or complied with by them at or prior to the Subscription
Closing; provided, that this condition shall be deemed satisfied unless written notice of such non-compliance is provided by Subscriber
to the Company and Newco and the Company or Newco fails to cure such non-compliance in all material respects within five (5) Business
Days of receipt of such notice;


 






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(iii)            all
conditions precedent to the closing of the Business Combination, including all necessary approvals of the Company and Newco’s shareholders
and regulatory approvals, if any, shall have been satisfied or waived (other than those conditions that may only be satisfied at the closing
of the Business Combination, but subject to satisfaction or waiver of such conditions as of the closing of the Business Combination);


 


(iv)            no
governmental authority shall have enacted, issued or entered any judgment or order (whether temporary, preliminary or permanent) which
is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise preventing or
prohibiting consummation of the transactions contemplated hereby (except in the case of a governmental authority located outside the United
States where such restraint or prohibition would not be reasonably expected to have an Company Material Adverse Effect or Newco Material
Adverse Effect); and


 


(v)            the
terms of the Transaction Agreement shall not have been amended, modified or waived by the Company or Newco in a manner that would reasonably
be expected to materially and adversely affect the economic benefits that Subscriber would reasonably expect to receive under this Subscription
Agreement unless Subscriber has consented in writing to such amendment, modification or waiver.


 


(f)           Without
affecting the timing set forth in Section 2(a), the obligations of each of the Company, Newco and Subscriber to consummate the transactions
contemplated hereunder are subject to the conditions that, on the Closing Date:


 


(i)            no
order, writ, judgment, injunction, decree, determination, or award shall have been entered by or with any governmental, regulatory, or
administrative authority or any court, tribunal, or judicial, or arbitral body, preventing the Subscription; and


 


(ii)            no
suspension of the qualification of the Acquired Shares for the offering, sale or trade shall have been initiated in any jurisdiction,
including by the Securities and Exchange Commission (the “Commission”).


 


(g)            Prior
to the Subscription Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as
the parties reasonably may deem to be practical and necessary in order to consummate the Subscription as contemplated by this Subscription
Agreement.


 


3.            Company
Representations and Warranties. The Company represents and warrants to the Subscriber and to the Placement Agents that:


 


(a)            The
Company has been duly incorporated and is validly existing as an exempted company in good standing under the laws of the Cayman Islands,
with all requisite corporate power and authority to own, lease and operate its properties and conduct its business as presently conducted
and to enter into, deliver and perform its obligations under this Subscription Agreement.


 






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(b)            This
Subscription Agreement has been duly authorized, executed and delivered by the Company and, assuming that this Subscription Agreement
constitutes the valid and binding agreement of Subscriber, this Subscription Agreement is enforceable against the Company in accordance
with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered
at law or equity.


 


(c)            The
execution, delivery and performance of this Subscription Agreement (including compliance by the Company with all of the provisions
hereof), the issuance and sale by the Company of the Acquired Shares and the consummation of the other transactions contemplated
herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a
default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the
Company pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or
instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company
is subject, which would, in any case, reasonably be expected, individually or in the aggregate to have a material adverse effect on
the business, financial condition, or results of operations of the Company (a “Company Material Adverse
Effect”) or materially affect the validity of the Acquired Shares or the legal authority of the Company to comply in all
material respects with the terms of its obligations under this Subscription Agreement; (ii) result in any violation of the
provisions of the organizational documents of the Company; or (iii) result in any violation of any statute or any judgment,
order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the
Company or any of its properties that would reasonably be expected to have a Company Material Adverse Effect or materially affect
the validity of the Acquired Shares or the legal authority of the Company to comply in all material respects with its obligations
under this Subscription Agreement.


 


(d)            There
are no securities or instruments issued by or to which the Company is a party containing anti-dilution or similar provisions that will
be triggered by the issuance of (i) the Acquired Shares or (ii) the shares to be issued pursuant to any Other Subscription Agreement
that have not been or will not be validly waived on or prior to the Closing Date.


 


(e)            The
Company is not in default or violation (and no event has occurred that, with notice or the lapse of time or both, would constitute a default
or violation) of any term, condition or provision of (i) the organizational documents of the Company, (ii) any loan or credit
agreement, note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which the Company is now a party
or by which the Company’s properties or assets are bound or (iii) any statute or any judgment, order, rule or regulation
of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Company or any of its properties, except,
in the case of clauses (ii) and (iii), for defaults or violations that have not had and would not be reasonably likely to have, individually
or in the aggregate, a Company Material Adverse Effect.


 






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(f)            The
Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration
with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection
with the execution, delivery and performance by the Company of this Subscription Agreement (including, without limitation, the issuance
of the Acquired Shares), other than (i) the filing with the Commission of the Registration Statement (as defined below), (ii) the
filings required in accordance with Section 9 of this Subscription Agreement, (iii) those required by the Designated
Exchange (as defined in the Transaction Agreement), including with respect to obtaining stockholder approval, (iv) any filings required
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 or similar antitrust laws; and (v) the failure of which to obtain
would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect.


 


(g)            As
of the date of this Subscription Agreement, the authorized share capital of the Company consists of (i) 500,000,000 Class A
Ordinary Shares, 28,500,000 of which are issued and outstanding, (ii) 30,000,000 Class F ordinary shares, par value $0.0001
per share, of the Company, 3,166,667 of which are issued and outstanding, (iii) 30,000,000 Class G ordinary shares, par value
$0.0001 per share, of the Company, 6,333,333 of which are issued and outstanding and (iv) 5,000,000 preferred shares, par value $0.0001
per share, of the Company, none of which are issued and outstanding as of the date of this Subscription Agreement.


 


(h)            The
Company is not, and immediately after receipt of payment for the Acquired Shares will not be, an “investment company” within
the meaning of the Investment Company Act of 1940, as amended.


 


(i)             The
Company is in compliance with all applicable laws, except where such non-compliance would not reasonably be expected to have a Company
Material Adverse Effect. The Company has not received any written communication from a governmental entity that alleges that the Company
is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation,
would not individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect.


 


(j)             Following
the Business Combination, the Acquired Shares are expected to be registered under the Exchange Act and to be listed for trading on the
Designated Exchange. Except as otherwise disclosed by the Company in the SEC Documents (as defined below), there is no suit, action, proceeding
or investigation pending or, to the knowledge of the Company, threatened against the Company by the Designated Exchange or the Commission
with respect to any intention by such entity to deregister the Class A Ordinary Shares or prohibit or terminate the listing of the
Class A Ordinary Shares on the Designated Exchange, excluding, for the purposes of clarity, the customary ongoing review of the Designated
Exchange in connection with the Business Combination. The Company has taken no action that is designed to terminate the registration of
the Class A Ordinary Shares under the Exchange Act prior to the Subscription Closing, other than in connection with the Domestication
and subsequent registration under the Exchange Act of the Class A Common Stock.


 


(k)            Neither
the Company nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising
(within the meaning of Regulation D of the Securities Act) in connection with any offer or sale of the Acquired Shares. Neither the Company
nor any person acting on its behalf has offered or will offer any of the Acquired Shares in a manner involving a public offering under,
or in a distribution in violation of, the Securities Act or any state securities laws.


 






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(l)            Concurrently
with the execution and delivery of this Subscription Agreement, the Company and Newco are entering into the Other Subscription
Agreements providing for the sale of an aggregate of [●] shares of Class A Common Stock for an aggregate purchase
price of $[●] (including the Acquired Shares purchased and sold under this Subscription Agreement). The Company has not
entered into any side letter or similar agreement with any Other Subscriber pursuant to Other Subscription Agreements or any other
investor in connection with such investor’s direct or indirect investment in the Company other than (i) the Transaction
Agreement and any other agreement contemplated by the Transaction Agreement, and (ii) the Other Subscription Agreements and
agreements or forms thereof that have been publicly filed or will be publicly filed via the Commission’s EDGAR system,
including filings made by the Company. No Other Subscription Agreement (other than pursuant to the Business Combination or any Other
Subscription Agreements entered into by investment companies registered under the Investment Company Act of 1940, as amended, or
investors advised by an investment adviser subject to regulation under the Investment Advisers Act as contemplated by Section 2(a) hereof)
(collectively, the “PIPE Agreements”) contains terms (economic or otherwise) that are materially more
advantageous to any such Other Subscriber (as compared to Subscriber) other than such PIPE Agreements containing any of the
following: (i) any rights or benefits granted to an Other Subscriber in connection with such Other Subscriber’s
compliance with any law, regulation or policy specifically applicable to such Other Subscriber or in connection with the taxable
status of an Other Subscriber, (ii) any rights or benefits which are personal to an Other Subscriber based solely on its place
of organization or headquarters, organizational form of, or other particular restrictions applicable to, such Other Subscriber,
(iii) any rights with respect to the confidentiality or disclosure of an Other Subscriber’s identity, or (iv) any
rights or benefits granted to the Company, Newco, Vacasa or any of their respective affiliates or any of their respective partners,
members, shareholders, employees or agents.


 


(m)            The
Company has made available to Subscriber (including via the Commission’s EDGAR system) a true, correct and complete copy of each
of the SEC documents filed by the Company (the “Company SEC Documents”) with the Commission prior to the date of this
Subscription Agreement, which such Company SEC Documents, as of their respective filing dates, complied in all material respects
with the requirements of the Exchange Act applicable to the Company SEC Documents and the rules and regulations of the SEC promulgated
thereunder applicable to the Company SEC Documents. None of the Company SEC Documents filed under the Exchange Act included, when filed
or, if amended, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material
fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they
were made, not misleading. The Company has timely filed each report, statement, schedule, prospectus, and registration statement that
the Company was required to file with the Commission since its inception. The financial statements of the Company included in the Company
SEC Documents comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission
with respect thereto as in effect at the time of filing and fairly present in all material respects the financial position of the Company
as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited
statements, to normal, year-end audit adjustments. As of the date hereof there are, and upon Closing there shall be, no material outstanding
or unresolved comments in comment letters received by the Company from the Commission Staff with respect to any of the Company SEC Documents.


 






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(n)            As
of the date hereof, there are no pending or, to the knowledge of the Company, threatened suits, claim, actions or proceedings (collectively,
 “Actions”), which, if determined adversely, would, individually or in the aggregate, reasonably be expected to have
an Company Material Adverse Effect. As of the date hereof, there is no unsatisfied judgment or any open injunction binding upon the Company
which would, individually or in the aggregate, reasonably be expected to have an Company Material Adverse Effect.


 


(o)            The
Company has not paid, and is not obligated to pay, any brokerage, finder’s or other fee or commission in connection with its issuance
and sale of the Acquired Shares, including, for the avoidance of doubt, any fee or commission payable to any shareholder or affiliate
of the Company, and is not aware of any person that has been or will be paid (directly or indirectly) remuneration for solicitation of
purchasers in connection with the sale of any Acquired Shares, other than J.P. Morgan Securities LLC (“J.P. Morgan”),
Goldman Sachs & Co. LLC (“GS”) and Deutsche Bank Securities Inc. (“DB”) (the “Placement
Agents”) and TPG Capital BD, LLC. The Company is solely responsible for paying any fees or any other commission owed to the
Placement Agents in connection with the transactions contemplated herein.


 


4.            Newco
Representations and Warranties. Newco represents and warrants to the Subscriber and to the Placement Agents that:


 


(a)            Newco
is a corporation duly incorporated and validly existing and in good standing under the laws of the state of Delaware and has all requisite
corporate power and authority to carry on its business as presently conducted and as proposed to be conducted.


 


(b)            As
of the Subscription Closing, the Acquired Shares will be duly authorized and, when issued and delivered to Subscriber against full payment
therefor, will be free and clear of any liens or other restrictions whatsoever (other than those specified hereunder or those created
under applicable laws) in accordance with the terms of this Subscription Agreement, the Acquired Shares will be validly issued, fully
paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights, whether created
Newco’s certificate of incorporation or bylaws, following the Domestication Merger, under the Delaware General Corporation Law or
otherwise.


 


(c)            This
Subscription Agreement has been duly authorized, executed and delivered by Newco and, assuming that this Subscription Agreement constitutes
the valid and binding agreement of Subscriber, this Subscription Agreement is enforceable against Newco in accordance with its terms,
except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or
other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or
equity.


 






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(d)            The
execution, delivery and performance of this Subscription Agreement (including compliance by Newco with all of the provisions hereof),
the issuance and sale by Newco of the Acquired Shares and the consummation of the other transactions contemplated herein will not (i) conflict
with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation
or imposition of any lien, charge or encumbrance upon any of the property or assets of Newco pursuant to the terms of any indenture, mortgage,
deed of trust, loan agreement, lease, license or other agreement or instrument to which Newco is a party or by which Newco is bound or
to which any of the property or assets of Newco is subject, which would, in any case, reasonably be expected, individually or in the aggregate
to have a material adverse effect on the business, financial condition, or results of operations of Newco (a “Newco Material
Adverse Effect”) or materially affect the validity of the Acquired Shares or the legal authority of Newco to comply in all material
respects with the terms of its obligations under this Subscription Agreement; (ii) result in any violation of the provisions of the
organizational documents of Newco; or (iii) result in any violation of any statute or any judgment, order, rule or regulation
of any court or governmental agency or body, domestic or foreign, having jurisdiction over Newco or any of its properties that would reasonably
be expected to have a Newco Material Adverse Effect or materially affect the validity of the Acquired Shares or the legal authority of
the Newco to comply in all material respects with its obligations under this Subscription Agreement.


 


(e)            Newco
acknowledges and agrees that, notwithstanding anything herein to the contrary, prior to the Effectiveness Date (as defined herein), the
Acquired Shares may be pledged by Subscriber in connection with a bona fide margin agreement (i) pursuant to an available exemption
from the registration requirements of the Securities Act or (ii) pursuant to, and in accordance with, a registration statement that
is effective under the Securities Act at the time of such pledge, which such pledge (but for the avoidance of doubt, not any call or redemption
in connection with such pledge) shall not be deemed to be a transfer, sale or assignment of the Acquired Shares hereunder, and Subscriber
effecting a pledge of Acquired Shares shall not be required to provide Newco with any notice thereof or otherwise make any delivery to
Newco pursuant to this Subscription Agreement.


 


(f)            Newco
is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with,
any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection
with the execution, delivery and performance by Newco of this Subscription Agreement (including, without limitation, the issuance of
the Acquired Shares), other than (i) the filing with the Commission of the Registration Statement (as defined below), (ii) the
filings required in accordance with Section 9 of this Subscription Agreement, (iii) those required by the Designated
Exchange (as defined in the Transaction Agreement), including with respect to obtaining stockholder approval, (iv) any filings required
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 or similar antitrust laws; and (v) the failure of which to obtain
would not be reasonably likely to have, individually or in the aggregate, a Newco Material Adverse Effect.


 


(g)            Assuming
the accuracy of Subscriber’s representations and warranties set forth in Section 5 of this Subscription Agreement, no
registration under the Securities Act is required for the offer and sale of the Acquired Shares by Newco to Subscriber.


 






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(h)            Neither
Newco nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (within
the meaning of Regulation D of the Securities Act) in connection with any offer or sale of the Acquired Shares. Neither Newco nor any
person acting on its behalf has offered or will offer any of the Acquired Shares in a manner involving a public offering under, or in
a distribution in violation of, the Securities Act or any state securities laws.


 


(i)            Following
the Subscription Closing, the Acquired Shares will not be subject to any Transfer Restriction. The term “Transfer Restriction”
means any condition to or restriction on the ability of the undersigned to pledge, sell, assign or otherwise transfer the Acquired Shares
under any organizational document or agreement of, by or with Newco but excluding the restrictions on transfer described in Section 5(f) hereof
with respect to the status of the Acquired Shares as “restricted securities” pending their registration for resale
under the Securities Act in accordance with the terms of this Subscription Agreement.


 


(j)            Concurrently
with the execution and delivery of this Subscription Agreement, Newco and the Company are entering into the Other Subscription
Agreements providing for the sale of an aggregate of [●] shares of Class A Common Stock for an aggregate purchase price
of $[●] (including the Acquired Shares purchased and sold under this Subscription Agreement). Newco has not entered into any
side letter or similar agreement with any Other Subscriber pursuant to Other Subscription Agreements or any other investor in
connection with such investor’s direct or indirect investment in Newco other than (i) the Transaction Agreement and any
other agreement contemplated by the Transaction Agreement, and (ii) the Other Subscription Agreements and agreements or forms
thereof that have been publicly filed or will be publicly filed via the Commission’s EDGAR system, including filings made by
the Company. No Other Subscription Agreement (other than pursuant to the Business Combination or any Other Subscription Agreements
entered into by investment companies registered under the Investment Company Act of 1940, as amended, or investors advised by an
investment adviser subject to regulation under the Investment Advisers Act as contemplated by Section 2(a) hereof)
(collectively, the “PIPE Agreements”) contains terms (economic or otherwise) that are materially more
advantageous to any such Other Subscriber (as compared to Subscriber) other than such PIPE Agreements containing any of the
following: (i) any rights or benefits granted to an Other Subscriber in connection with such Other Subscriber’s
compliance with any law, regulation or policy specifically applicable to such Other Subscriber or in connection with the
taxable status of an Other Subscriber, (ii) any rights or benefits which are personal to an Other Subscriber based solely on
its place of organization or headquarters, organizational form of, or other particular restrictions applicable to, such Other
Subscriber, (iii) any rights with respect to the confidentiality or disclosure of an Other Subscriber’s identity, or
(iv) any rights or benefits granted to the Company, Vacasa or any of their respective affiliates or any of their respective
partners, members, shareholders, employees or agents.


 


(k)            As
of the date hereof, Newco has not conducted, and prior to the Closing Date of the Business Combination Newco will not conduct, any operations
other than organizational activities and activities in connection with offerings of its securities in each case other than as in connection
with the Business Combination.


 






    I-10


     


    

 


(l)            Newco
has not paid, and is not obligated to pay, any brokerage, finder’s or other fee or commission in connection with its issuance and
sale of the Acquired Shares, including, for the avoidance of doubt, any fee or commission payable to any shareholder or affiliate of
Newco, and is not aware of any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers
in connection with the sale of any Acquired Shares, other than with respect to the Placement Agents and TPG Capital BD, LLC.





 


5.            Subscriber
Representations and Warranties. Subscriber represents and warrants to the Company, Newco and the Placement Agents that:


 


(a)            Subscriber
has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation or formation,
with power and authority to enter into, deliver and perform its obligations under this Subscription Agreement.


 


(b)            This
Subscription Agreement has been duly authorized, executed and delivered by Subscriber. Assuming that this Subscription Agreement constitutes
the valid and binding agreement of the Company and Newco, this Subscription Agreement constitutes a legal, valid and binding obligation
of Subscriber, enforceable against Subscriber in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally,
and (ii) principles of equity, whether considered at law or equity.


 


(c)            No
consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state
or local governmental authority is required on the part of Subscriber in connection with the consummation of the transactions contemplated
by this Subscription Agreement.


 


(d)            The
execution, delivery and performance by Subscriber of this Subscription Agreement and the consummation of the transactions
contemplated herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of,
or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property
or assets of Subscriber or any of its subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement,
lease, license or other agreement or instrument to which Subscriber or any of its subsidiaries is a party or by which Subscriber or
any of its subsidiaries is bound or to which any of the property or assets of Subscriber or any of its subsidiaries is subject,
which would reasonably be expected to have a material adverse effect on the business, properties, financial condition,
shareholders’ equity or results of operations of Subscriber and any of its subsidiaries, taken as a whole (a
 “Subscriber Material Adverse Effect”), or materially affect the legal authority of Subscriber to comply in all
material respects with the terms of this Subscription Agreement; (ii) result in the violation of the provisions of the
organizational documents of Subscriber; or (iii) result in any violation of any statute or any judgment, order,
rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over Subscriber or any
of its subsidiaries or any of their respective properties that would reasonably be expected to have a Subscriber Material Adverse
Effect or materially affect the legal authority of Subscriber to comply in all material respects with this Subscription
Agreement.


 






    I-11


     


    

 


(e)            Subscriber
(i) is (a) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an institutional
 “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act, (b) an
Institutional Account as defined in FINRA Rule 4512(c) and (c) a sophisticated institutional investor, experienced in investing
in transactions of the type contemplated by this Subscription Agreement and capable of evaluating investment risks independently, both
in general and with regard to all transactions and investment strategies involving a security or securities, including Subscriber’s
participation in the purchase of the Acquired Shares, in each case, satisfying the applicable requirements set forth on Schedule A,
(ii) is acquiring the Acquired Shares only for its own account and not for the account of others, or if Subscriber is subscribing
for the Acquired Shares as a fiduciary or agent for one or more investor accounts, each owner of such account is a qualified institutional
buyer, and Subscriber has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements,
representations, warranties and agreements herein on behalf of each owner of each such account, for investment purposes only and not with
a view to any distribution of the Acquired Shares in any manner that would violate the securities laws of the United States or any other
applicable jurisdiction and (iii) is not acquiring the Acquired Shares with a view to, or for offer or sale in connection with, any
distribution thereof in violation of the Securities Act (and shall provide the requested information on Schedule A following the
signature page hereto). Subscriber is not an entity formed for the specific purpose of acquiring the Acquired Shares. Subscriber
qualifies under the exemptions from filing under FINRA Rule 5123(b)(1)(C) or (J).


 


(f)            Subscriber
understands that the Acquired Shares are being offered in a transaction not involving any public offering within the meaning of the Securities
Act and that the Acquired Shares have not been registered under the Securities Act. Subscriber understands that the Acquired Shares may
not be offered, resold, transferred, pledged or otherwise disposed of by Subscriber absent an effective registration statement under the
Securities Act, except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that
occur solely outside the United States within the meaning of Regulation S under the Securities Act, (iii) pursuant to Rule 144
under the Securities Act, provided that all of the applicable conditions thereof have been met, or (iv) pursuant to another applicable
exemption from the registration requirements of the Securities Act, and in each of cases (i) and (iii), in accordance with any applicable
securities laws of the states of the United States and other applicable jurisdictions, and that any certificates representing the Acquired
Shares shall contain a legend to such effect. Subscriber acknowledges that the Acquired Shares will not be immediately eligible for offer,
resale, transfer, pledge or disposition pursuant to Rule 144A promulgated under the Securities Act, and that the provisions of Rule 144(i) will
apply to the Acquired Shares. Subscriber understands and agrees that the Acquired Shares will be subject to the foregoing restrictions
and, as a result of these restrictions, Subscriber may not be able to readily resell the Acquired Shares and may be required to bear the
financial risk of an investment in the Acquired Shares for an indefinite period of time. Subscriber understands that it has been advised
to consult legal counsel prior to making any offer, resale, transfer, pledge or disposition of any of the Acquired Shares. Subscriber
has determined based on its own independent review and such professional advice as it deems appropriate that its purchase of the Acquired
Shares are a suitable investment for Subscriber, notwithstanding the substantial risks inherent in investing in or holding the Acquired
Shares.


 






    I-12


     


    

 


(g)            Subscriber
understands and agrees that Subscriber is purchasing the Acquired Shares directly from Newco. Subscriber further acknowledges that there
have been no representations, warranties, covenants and agreements made to Subscriber by the Company and Newco or their affiliates, or
any of their respective representatives, officers or directors, expressly or by implication, other than those representations, warranties,
covenants and agreements made by the Company and Newco, included in this Subscription Agreement.


 


(h)            Subscriber
represents and warrants that its acquisition and holding of the Acquired Shares will not constitute or result in a non-exempt prohibited
transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), Section 4975
of the Internal Revenue Code of 1986, as amended (the “Code”), or any applicable other federal, state, local, non-U.S.
or other laws or regulations that are similar to such provisions of ERISA or the Code.


 


(i)             In
making its decision to purchase the Acquired Shares, Subscriber represents that it has relied solely upon independent investigation
made by Subscriber and the representations, warranties and covenants of the Company and Newco contained in this Subscription
Agreement. Subscriber acknowledges and agrees that Subscriber has received such access to, and an adequate opportunity to review,
financial and other information as Subscriber deems necessary in order to make an investment decision with respect to the Acquired
Shares, including with respect to the Company, Newco, Vacasa, and the Business Combination. Subscriber represents and agrees that
Subscriber and Subscriber’s professional advisor(s), if any, have (i) received (or in the case of documents filed with
the Commission, had access to), reviewed and understood the offering materials made available to Subscriber and (ii) had the
full opportunity to ask such questions, receive such answers and obtain such information as Subscriber and such Subscriber’s
professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Acquired Shares. Without
limiting the generality of the foregoing, Subscriber has not relied on any statements or other information provided by anyone
(including the Placement Agent) other than the Company, Newco and their representatives concerning the Company, Newco or the
Acquired Shares or the offer and sale of the Acquired Shares. Subscriber represents and warrants it is relying exclusively on its
own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect
to the Business Combination, the Acquired Shares and the business, condition (financial or otherwise), management, operations,
properties and prospects of the Company, Newco and Vacasa, including but not limited to all business, legal, regulatory, accounting,
credit and tax matters.


 


(j)             Subscriber
became aware of this offering of the Acquired Shares solely by means of direct contact between Subscriber, Newco and the Company, or one
of their respective representatives. Subscriber did not become aware of this offering of the Acquired Shares, nor were the Acquired Shares
offered to Subscriber, by any other means. Subscriber acknowledges that the Company and Newco represent and warrant that the Acquired
Shares (i) were not offered by any form of general solicitation or general advertising, including methods described in section 502(c) of
Regulation D under the Securities Act and (ii) assuming the representations and warranties of the Company and Newco are true and
correct in all material respects, are not being offered in a manner involving a public offering under, or in a distribution in violation
of, the Securities Act, or any applicable state securities laws.


 






    I-13


     


    

 


(k)            Subscriber
acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Acquired Shares. Subscriber
has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment
in the Acquired Shares, and Subscriber has sought such accounting, legal and tax advice as Subscriber has considered necessary to make
an informed investment decision.


 


(l)             Alone,
or together with any professional advisor(s), Subscriber represents and acknowledges that Subscriber has adequately analyzed and
fully considered the risks of an investment in the Acquired Shares and determined that the Acquired Shares are a suitable
investment for Subscriber and that Subscriber is able at this time and in the foreseeable future to bear the economic risk of a
total loss of Subscriber’s investment in Newco. Subscriber acknowledges specifically that a possibility of total loss
exists.


 


(m)           Subscriber
understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Acquired Shares
or made any findings or determination as to the fairness of this investment.


 


(n)            Subscriber
represents and warrants that Subscriber is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked
Persons, the Executive Order 13599 List, the Foreign Sanctions Evaders List, the Sectoral Sanctions Identification List or any other similar
list of sanctioned persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”),
or any similar list of sanctioned persons administered by the European Union or any individual European Union member state, or the United
Kingdom (collectively “Sanctions Lists”), directly or indirectly owned or controlled by, or acting on behalf of, a
person, that is named on a Sanctions List, (iii) organized, incorporated, established, located, resident or born in, or a citizen,
national, or the government, including any political subdivision, agency, or instrumentality thereof, of, Cuba, Iran, North Korea,
Syria, the Crimea region of Ukraine, or any other country or territory embargoed or subject to substantial trade restrictions by the United
States, the European Union or any individual European Union member states, or the United Kingdom, (iv) a Designated National as defined
in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, (v) a non-U.S. shell bank or providing banking services indirectly
to a non-U.S. shell bank (collectively, a “Prohibited Investor”). Subscriber represents that if it is a financial institution
subject to the Bank Secrecy Act (31 U.S.C. section 5311 et seq.), as amended by the USA PATRIOT Act of 2001, and its implementing regulations
(collectively, the “BSA/PATRIOT Act”), that Subscriber maintains policies and procedures reasonably designed to comply
with applicable obligations under the BSA/PATRIOT Act or (vi) the Government of Venezuela, as defined in Executive Order 13884 of
August 5, 2019. Subscriber also represents that, to the extent required, it maintains policies and procedures reasonably designed
to ensure compliance with OFAC-administered sanctions programs, including for the screening of its investors against the Sanctions Lists.
Subscriber further represents and warrants that, to the extent required, it maintains policies and procedures reasonably designed to ensure
that the funds held by Subscriber and used to purchase the Acquired Shares were legally derived and were not obtained, directly or indirectly,
from a Prohibited Investor.


 






    I-14


     


    

 


 



 


(o)        If
Subscriber is or is acting on behalf of an employee benefit plan that is subject to Title I of ERISA, a plan, an individual
retirement account or other arrangement that is subject to section 4975 of the Code or an employee benefit plan that is a
governmental plan (as defined in section 3(32) of ERISA), a church plan (as defined in section 3(33) of ERISA), a non- U.S. plan (as
described in section 4(b)(4) of ERISA) or other plan that is not subject to the foregoing but may be subject to provisions
under any other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the
Code, or an entity whose underlying assets are considered to include “plan assets” of any such plan, account or
arrangement (each, a “Plan”) subject to the fiduciary or prohibited transaction provisions of ERISA or section
4975 of the Code, Subscriber represents and warrants that none of the Company, Newco or any of their affiliates (the
 “Transaction Parties”) has acted as the Plan’s fiduciary, or has been relied on for advice, with
respect to its decision to acquire and hold the Acquired Shares, and none of the Transaction Parties shall at any time be relied
upon as the Plan’s fiduciary with respect to any decision to acquire, continue to hold or transfer the Acquired Shares.


 


(p)        Subscriber
is not currently (and at all times through the Subscription Closing will refrain from being or becoming) a member of a “group”
(within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision) including
any group acting for the purpose of acquiring, holding or disposing of equity securities of Newco (within the meaning of Rule 13d-5(b)(1) under
the Exchange Act) other than a “group” comprised solely of the Subscriber and its affiliates.


 


(q)        Subscriber
is not a foreign person (as defined in 31 C.F.R. Part 800.224) in which the national or subnational governments of a single foreign
state have a substantial interest (as defined in 31 C.F.R. Part 800.244) and that will acquire a substantial interest (as defined
in 31 C.F.R. Part 800.244) in Newco as a result of the purchase and sale of the Acquired Shares hereunder such that a declaration
to the Committee on Foreign Investment in the United States would be mandatory under 31 C.F.R. Part 800.401, and no foreign person
will have control (as defined in 31 C.F.R. Part 800.208) over Newco from and after the Subscription Closing as a result of the purchase
and sale of the Acquired Shares hereunder.


 


(r)         Subscriber
has, and on each date the Purchase Price would be required to be funded to Newco pursuant to Section 2(a) will have,
sufficient immediately available funds to pay the Purchase Price pursuant to Section 2(a). Subscriber is an entity having
total liquid assets and net assets in excess of the Purchase Price as of the date hereof and as of each date the Purchase Price would
be required to be funded to Newco pursuant to Section 2(a) and was not formed for the purpose of acquiring the Acquired
Shares.


 


(s)         Subscriber
shall, on or prior to the Closing Date, provide the Company or Newco with a properly completed and executed IRS Form W-9 or applicable
IRS Form W-8


 


(t)         If
Subscriber is located in the United Kingdom or a member state of the European Economic Area, it represents and warrants that it is a qualified
investor (within the meaning of Regulation (EU) 2017/1129).


 


(u)        If
Subscriber is located in the United Kingdom, Subscriber represents and warrants that it is a person of a kind described in articles 19(5) or
49(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (SI 2005/1529) (as amended) or is otherwise
a person to whom an invitation or inducement to engage in investment activity may be communicated without contravening section 21 of the
Financial Services and Markets Act 2000.


 






    I-15 


     


    

 


(v)        No
disclosure or offering document has been prepared by the Placement Agents in connection with the offer and sale of the Acquired Shares.


 


(w)       None
of the Placement Agents nor any of their respective members, directors, officers, employees, representatives and controlling persons have
made any independent investigation with respect to the Company, Newco or the Acquired Shares or the accuracy, completeness or adequacy
of any information supplied to the Subscriber by the Company or Newco.


 


(x)         In
connection with the issue and purchase of the Acquired Shares, no Placement Agent has acted as the Subscriber’s financial advisor
or fiduciary.


 


(y)        No
broker or finder is entitled to any brokerage or finder’s fee or commission solely in connection with the sale of the Subscribed
Shares to Subscriber.


 


(z)         Subscriber
acknowledges that J.P. Morgan is also acting as Vacasa’s financial advisor in connection with the Business Combination.


 


(aa)      The
Placement Agents (i) are each acting solely as the Company and Newco’s placement agent in connection with the transactions
contemplated herein and are not acting as an underwriter or in any other capacity and is not and shall not be construed as a fiduciary
for you, the Company or any other person or entity in connection with any transaction contemplated herein, (ii) have not made and
will not make any representation or warranty, whether express or implied, of any kind or character and has not provided any advice or
recommendation in connection with the transactions contemplated herein, (iii) will have no responsibility with respect to (A) any
representations, warranties or agreements made by any person or entity under or in connection with the transactions contemplated herein
or any of the documents furnished pursuant thereto or in connection therewith, or the execution, legality, validity or enforceability
(with respect to any person) or any thereof, or (B) the business, affairs, financial condition, operations, properties or prospects
of, or any other matter concerning the Company, Newco or the transactions contemplated herein, and (iv)  shall have no liability
or obligation (including without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards,
liabilities, costs, expenses or disbursements incurred by you, the Company, Newco or any other person or entity), whether in contract,
tort or otherwise, to you, or to any person claiming through you, in respect of the transactions contemplated herein.


 


(bb)      Subscriber
acknowledges that DB will receive deferred underwriting commissions after the consummation of the Business Combination.


 






    I-16 


     


    

 


6.            Registration
Statement.


 


(a)        Newco
agrees (i) to use commercially reasonable efforts to submit to or file with the Commission within thirty (30) calendar days after
the Subscription Closing (the “Filing Date”) a registration statement on Form S-3, or if Newco is ineligible to
use Form S-3, on Form S-1, for the resale (including any successor registration statement covering the resale of the Acquired
Shares, the “Registration Statement”) of the Acquired Shares (and any other equity security of Newco issued or issuable
with respect to the Acquired Shares by way of a share dividend or share split or in connection with a combination of shares, recapitalization,
merger, consolidation or reorganization) pursuant to Rule 415 under the Securities Act, (ii) to use commercially reasonable
efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as practicable after the filing
thereof but no later than the earlier of (a) the 60th calendar day (or 90th calendar day if the Commission notifies Newco that it
will “review” the Registration Statement) following the Subscription Closing and (b) the 10th business day after
the date Newco is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be
 “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Date”)
and, in any event, shall use best efforts to cause the Registration Statement to be declared effective under the Securities Act within
one year of the date of this Agreement; provided, however, that Newco’s obligations to include the Acquired Shares
in the Registration Statement are contingent upon Subscriber furnishing in writing to Newco such information regarding Subscriber, the
securities of Newco held by Subscriber and the intended method of disposition of the Acquired Shares as shall be reasonably requested
by Newco to effect the registration of the Acquired Shares, and Subscriber shall execute such documents in connection with such registration
as Newco may reasonably request that are customary of a selling stockholder in similar situations, including providing that Newco shall
be entitled to postpone and suspend the effectiveness or use of the Registration Statement as permitted hereunder. In no event shall Subscriber
be identified as a statutory underwriter in the Registration Statement except to the extent required by the Securities Act. Newco shall
maintain the Registration Statement in accordance with the terms of this Section 6, and shall prepare and file with the Commission
such amendments, including post- effective amendments, and supplements as may be necessary to keep such Registration Statement continuously
effective, available for use and in compliance with the provisions of the Securities Act through the period contemplated by Section 6(b)(i).
In the event Newco files a Registration Statement on Form S-1, Newco shall use its commercially reasonable efforts to convert the
Form S-1 to a Form S-3 as soon as practicable after Newco is eligible to use Form S-3. For purposes of clarification, any
failure by Newco to file the Registration Statement by the Filing Date or to effect such Registration Statement by the Effectiveness Date
shall not otherwise relieve Newco of its obligations to file or effect the Registration Statement as set forth above in this Section 6.


 


(b)            In
the case of the registration, qualification, exemption or compliance effected by Newco pursuant to this Subscription Agreement,
Newco shall, upon reasonable request, inform Subscriber as to the status of such registration, qualification, exemption and
compliance. At its expense Newco shall:


 


(i)         except
for such times as Newco is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement, use its
commercially reasonable efforts to keep such registration, and any qualification, exemption or compliance under state securities laws
which Newco determines to obtain, continuously effective with respect to Subscriber, and to keep the applicable Registration Statement
or any subsequent shelf registration statement free of any material misstatements or omissions, until the earliest of the following: (i) Subscriber
ceases to hold any Acquired Shares, (ii) the date all Acquired Shares held by Subscriber may be sold without restriction under Rule 144,
including without limitation, any volume and manner of sale restrictions that may be applicable to affiliates under Rule 144 and
without the requirement for Newco to be in compliance with the current public information required under Rule 144(c)(1) (or
Rule 144(i)(2), if applicable), (iii) three (3) years from the “Effective Date” of the Registration
Statement and (iv) the date all Acquired Shares have been registered on Form S-4. “Effective Date” as used
herein shall mean the date on which the Registration Statement is first declared effective by the Commission. The period of time during
which Newco is required hereunder to keep a Registration Statement effective is referred to herein as the “Registration Period”;


 






    I-17 


     


    

 


(ii)        during
the Registration Period, advise Subscriber within three (3) business days:


 


(1)        when
a Registration Statement or any amendment thereto has been filed with the Commission and when such Registration Statement or any post-effective
amendment thereto has become effective;


 


(2)        of
any request by the Commission for amendments or supplements to any Registration Statement or the prospectus included therein or for additional
information;


 


(3)        after
it shall receive notice or obtain knowledge thereof, of the issuance by the Commission of any stop order suspending the effectiveness
of any Registration Statement or the initiation of any proceedings for such purpose;


 


(4)        of
the receipt by Newco of any notification with respect to the suspension of the qualification of the Acquired Shares included therein for
sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and


 


(5)        subject
to the provisions in this Subscription Agreement, of the occurrence of any event that requires the making of any changes in any
Registration Statement or prospectus so that, as of such date, the statements therein are not misleading and do not omit to
state any untrue statement of a material fact or omits to state any material fact required to be stated therein (in the case of a
Registration Statement) or necessary to make the statements therein, in light of the circumstances under which they were made (in
the case of the prospectus) not misleading.


 


Notwithstanding anything to the contrary set forth
herein, Newco shall not, when so advising Subscriber of such events, provide Subscriber with any material, non-public information regarding
Newco other than to the extent that providing notice to Subscriber of the occurrence of the events listed in (1) through (5) above
constitutes material, non-public information regarding Newco;


 


(iii)       during
the Registration Period, use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of
any Registration Statement as soon as reasonably practicable;


 


(iv)      during
the Registration Period, upon the occurrence of any event contemplated in Section 6(b)(ii)(5) above, except for such
times as Newco is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of a Registration Statement,
Newco shall use its commercially reasonable efforts to as soon as reasonably practicable prepare a post-effective amendment to such Registration
Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers
of the Acquired Shares included therein, such prospectus will not include any untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;


 






    I-18 


     


    

 


(v)       during
the Registration Period, use its commercially reasonable efforts to cause all Acquired Shares to be listed on each securities exchange
or market, if any, on which the shares of Class A Common Stock have been listed; and


 


(vi)      during
the Registration Period, use its commercially reasonable efforts to take all other steps necessary to effect the registration of the Acquired
Shares contemplated hereby and to enable Subscriber to sell the Acquired Shares under Rule 144.


 


(c)        Notwithstanding
anything to the contrary in this Subscription Agreement, Newco shall be entitled to delay or postpone the effectiveness of the Registration
Statement, and from time to time to require Subscriber not to sell under the Registration Statement or to suspend the effectiveness thereof,
if the negotiation or consummation of a transaction by Newco or its subsidiaries is pending or an event has occurred, which negotiation,
consummation or event Newco’s board of directors reasonably believes, upon the advice of outside legal counsel, would require additional
disclosure by Newco in the Registration Statement of material information that Newco has a bona fide business purpose for keeping
confidential and the non-disclosure of which in the Registration Statement would be expected, in the reasonable determination of the
Newco’s board of directors, upon the advice of outside legal counsel, to cause the Registration Statement to fail to comply with
applicable disclosure requirements or is otherwise necessary for the Registration Statement to not contain a material misstatement or
omission (each such circumstance, a “Suspension Event”); provided, however, that Newco may not delay
or suspend the Registration Statement on more than two occasions or for more than sixty (60) consecutive calendar days, or more than
ninety (90) total calendar days, in each case during any twelve-month period. Upon receipt of any written notice from Newco of the happening
of any Suspension Event during the period that the Registration Statement is effective or if as a result of a Suspension Event the Registration
Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated
therein (in the case of a Registration Statement) or necessary to make the statements therein, in light of the circumstances under which
they were made (in the case of the prospectus) not misleading, Subscriber agrees that (i) it will immediately discontinue offers
and sales of the Acquired Shares under the Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to
Rule 144) until Subscriber receives copies of a supplemental or amended prospectus (which Newco agrees to promptly prepare) that
corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become
effective or unless otherwise notified by Newco that it may resume such offers and sales, and (ii) it will maintain the confidentiality
of any information included in such written notice delivered by Newco unless otherwise required by law or subpoena. If so directed by
Newco, Subscriber will deliver to Newco or, in Subscriber’s sole discretion destroy, all copies of the prospectus covering the
Acquired Shares in Subscriber’s possession; provided, however, that this obligation to deliver or destroy all copies
of the prospectus covering the Acquired Shares shall not apply (i) to the extent Subscriber is required to retain a copy of such
prospectus (a) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (b) in
accordance with a bona fide pre-existing document retention policy or (ii) to copies stored electronically on archival servers as
a result of automatic data back-up.


 






    I-19 


     


    

 


(d)            Subscriber
may deliver written notice (including via email in accordance with Section 9(q)) (an “Opt-Out
Notice”) to Newco requesting that Subscriber not receive notices from Newco otherwise required by this Section 6; provided, however,
that Subscriber may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from Subscriber (unless
subsequently revoked), (i) Newco shall not deliver any such notices to Subscriber and Subscriber shall no longer be entitled to
the rights associated with any such notice and (ii) each time prior to Subscriber’s intended use of an effective
Registration Statement, Subscriber will notify Newco in writing at least two (2) business days in advance of such intended use,
and if a notice of a Suspension Event was previously delivered (or would have been delivered but for the provisions of this Section 6(d))
and the related suspension period remains in effect, Newco will so notify Subscriber, within one (1) business day of
Subscriber’s notification to Newco, by delivering to Subscriber a copy of such previous notice of Suspension Event (or notice
of a Suspension Event if a previous notice of Suspension would have been delivered but for the provisions of this Section 6(d)),
and thereafter will provide Subscriber with the related notice of the conclusion of such Suspension Event immediately upon its
availability.


 


(e)            Newco
shall, notwithstanding any termination of this Subscription Agreement, indemnify, defend and hold harmless each Subscriber (to the extent
a seller under the Registration Statement), the officers, directors, agents, partners, members, managers, shareholders, affiliates, and
employees and investment advisers of each Subscriber, and each person who controls such Subscriber (within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act), to the fullest extent permitted by applicable law, from and against any
and all losses, claims, damages, liabilities and reasonable and documented out-of-pocket costs (including, without limitation, reasonable
and documented costs of preparation and investigation and reasonable and documented attorneys’ fees of one law firm (and one firm
of local counsel)) and all other reasonable and documented out-of-pocket expenses (collectively, “Losses”), as incurred,
that arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement,
any prospectus included in the Registration Statement or any form of prospectus or in any amendment or supplement thereto or in any preliminary
prospectus, or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements
therein (in the case of any prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were
made) not misleading, except to the extent, but only to the extent, that such untrue statements, alleged untrue statements, omissions
or alleged omissions are based solely upon information regarding such Subscriber furnished in writing to Newco by such Subscriber expressly
for use therein.


 


Newco shall notify such Subscriber promptly of
the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Section 6
of which Newco is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of
an indemnified party and shall survive the transfer of the Acquired Shares by such Subscriber.


 






    I-20 


     


    

 


(f)         Each
Subscriber shall, severally and not jointly with any other selling shareholder named in the Registration Statement or any other
persons, indemnify and hold harmless Newco, its directors, officers, agents and employees, and each person who controls Newco
(within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) to the fullest extent
permitted by applicable law, from and against all Losses, as incurred, caused by any untrue or alleged untrue statement of a
material fact contained in the Registration Statement, any prospectus included in the Registration Statement, or any form of
prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or any omission or alleged omission of a
material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus, or any form
of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading to the extent, but
only to the extent, that such untrue statements or omissions are based solely upon information regarding such Subscriber furnished
in writing to Newco by such Subscriber expressly for use therein. In no event shall the liability of any Subscriber be greater in
amount than the dollar amount of the net proceeds (but before expenses) received by such Subscriber upon the sale of the
Acquired Shares giving rise to such indemnification obligation.


 


(g)        Any
person or entity entitled to indemnification herein shall (A) give prompt written notice to the indemnifying party of any claim with
respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s
or entity’s right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (B) unless
in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist
with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to
the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made
by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled
to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all
parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party
a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim.
No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement
which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms
of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such indemnified party
or which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release
from all liability in respect to such claim or litigation.


 


7.            Termination.
This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties
hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of (a) such
date and time as the Transaction Agreement is terminated in accordance with its terms, (b) upon the mutual written agreement of the
Company, Vacasa, Newco and the Subscriber to terminate this Subscription Agreement; or (c) the date that is nine (9) months
after the date of this Subscription Agreement if the Closing has not occurred on or before such date; provided, that nothing herein
will relieve any party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled
to any remedies at law or in equity to recover losses, liabilities or damages arising from such breach. The Company shall promptly notify
Subscriber of the termination of the Transaction Agreement promptly after the termination of such agreement.


 






    I-21 


     


    

 


8.            Trust
Account Waiver. Subscriber acknowledges that Company is a blank check company with the powers and privileges to effect a merger, asset
acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets. Subscriber further
acknowledges that, as described in the Company’s prospectus relating to its initial public offering dated April 8, 2021 (the
 “Prospectus”), available at www.sec.gov, substantially all of the Company’s assets consist of the cash proceeds
of the Company initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited
in a trust account (the “Trust Account”) for the benefit of the Company its public shareholders and the underwriters
of the Company’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may
be released to the Company to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set
forth in the Prospectus. For and in consideration of the Company entering into this Subscription Agreement, the receipt and sufficiency
of which are hereby acknowledged, Subscriber, on behalf of itself and its representatives, hereby irrevocably waives any and all right,
title and interest, or any claim of any kind they have or may have in the future arising out of this Subscription Agreement, in or to
any monies held in the Trust Account, and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this
Subscription Agreement.


 


9.            Miscellaneous.


 


a.          Each
book entry for the Acquired Shares shall contain a notation, and each certificate (if any) evidencing the Acquired Shares shall be stamped
or otherwise imprinted with a legend, in substantially the following form: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE TRANSFERRED
IN VIOLATION OF SUCH ACT AND LAWS.”


 


b.          If
the Acquired Shares are eligible to be sold without restriction under, and without the Company being in compliance with the current public
information requirements of, Rule 144 under the Securities Act, then at the Subscriber’s request, including in connection with
any transfer by the Subscriber of the Acquired Shares to the account of a DTC participant without prior sale, the Company will, at its
expense, cause the Transfer Agent to remove any remaining restrictive legend set forth on such Acquired Shares. In connection therewith,
if required by the Transfer Agent, the Company will, at its expense, promptly cause an opinion of counsel to be delivered to and maintained
with the Transfer Agent, together with any other authorizations, certificates and directions required by the Transfer Agent, that authorize
and direct the Transfer Agent to issue such Acquired Shares without any such legend.


 


c.          Subscriber
acknowledges that the Company, Newco, Vacasa and others will rely on the acknowledgments, understandings, agreements,
representations and warranties contained in this Subscription Agreement. Prior to the Subscription Closing, Subscriber agrees to
promptly notify the Company and Newco if any of the acknowledgments, understandings, agreements, representations and
warranties set forth herein are no longer accurate in all material respects.


 






    I-22 


     


    

 


d.         Subscriber
acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person (including,
without limitation, the Company, Newco, Vacasa, the Placement Agents, any of their respective affiliates or any control persons, officers,
directors, employees, partners, agents or representatives of any of the foregoing), other than the statements, representations and warranties
of the Company and Newco expressly contained in Section 3 and Section 4 of this Subscription Agreement in making
its investment or decision to invest in Newco. Subscriber agrees that none of (i) any Other Subscriber pursuant to Other Subscription
Agreements entered into in connection with the offering of Acquired Shares (including the affiliates or controlling persons, members,
officers, directors, partners, agents, or employees of any such other purchaser), (ii) the Placement Agents, their respective affiliates
or any of its or their respective affiliates’ control persons, officers, directors or employees, (iii) any other party to the
Transaction Agreement, including any such party’s representatives, affiliates or any of its or their control persons, officers,
directors or employees, that is not a party hereto, or (iv) any affiliates or any control persons, officers, directors, employees,
partners, agents or representatives of any of the Company, Newco, Vacasa or any other party to the Transaction Agreement shall be liable
to Subscriber, or to any Other Subscriber, pursuant to this Subscription Agreement or the Other Subscription Agreements entered into in
connection with the offering of Acquired Shares, the negotiation hereof or thereof or the subject matter hereof or thereof, or the transactions
contemplated hereby or thereby, for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with
the purchase of the Acquired Shares, except as may otherwise be required by applicable law or arising as a result of negligence or willful
misconduct on the part of the relevant party. On behalf of itself and its affiliates, the Subscriber releases each of the Placement Agents
in respect of any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements related
to this Subscription Agreement or the transactions contemplated hereby.


 


e.          Each
of the Company, Newco and Subscriber is entitled to rely upon this Subscription Agreement and is irrevocably authorized to produce this
Subscription Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect
to the matters covered hereby.


 


f.          The
Subscriber hereby acknowledges and agrees that it will not, nor will any person acting at the Subscriber’s direction or pursuant
to any understanding with the Subscriber, directly or indirectly offer, sell, pledge, contract to sell, sell any option, engage in hedging
activities or execute any “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act, of the Subscribed
Shares until the Subscription Closing (or such earlier termination of this Subscription Agreement in accordance with its terms). Notwithstanding
the foregoing, (i) nothing herein shall prohibit other entities under common management with the Subscriber that have no knowledge
of this Subscription Agreement or of the Subscriber’s participation in the Subscription (including the Subscriber’s controlled
affiliates and/or affiliates) from entering into any “short sales” and (ii) in the case of a Subscriber that is a multi-managed
investment vehicle whereby separate portfolio managers manage separate portions of such Subscriber’s assets and the portfolio managers
have no knowledge of the investment decisions made by the portfolio managers managing other portions of such Subscriber’s assets,
the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made
the investment decision to purchase the Subscribed Shares covered by this Subscription Agreement.


 






    I-23 


     


    

 


g.          Except
as otherwise provided herein, neither this Subscription Agreement nor any rights that may accrue to Subscriber hereunder (other than the
Acquired Shares acquired hereunder, if any) may be transferred or assigned without the prior written approval of the Company, Vacasa and
Newco. Neither this Subscription Agreement nor any rights that may accrue to the Company and Newco hereunder may be transferred or assigned.


 


h.          All
the agreements, representations and warranties made by each party hereto in this Subscription Agreement shall survive until expiration
twelve (12) months following the Closing.


 


i.           Subscriber
shall keep confidential and shall not publicly disclose the existence or terms of this Subscription Agreement until the Business Combination
is announced to the public by the parties to the Transaction Agreement in accordance with the terms set forth therein.


 


j.           The
Company and Newco may request from Subscriber such additional information as the Company and Newco may deem necessary to evaluate the
eligibility of Subscriber to acquire the Acquired Shares, and Subscriber shall provide such information as may be reasonably requested,
to the extent readily available and to the extent consistent with its internal policies and procedures.


 


k.          This
Subscription Agreement may not be modified, waived or terminated except by an instrument in writing, signed by the each of the parties
hereto.


 


l.           This
Subscription Agreement constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and
warranties, both written and oral, among the parties, with respect to the subject matter hereof.


 


m.         Except
as otherwise provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit of the parties hereto and their
heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations, warranties,
covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators,
successors, legal representatives and permitted assigns. The parties acknowledge and agree that Vacasa and Newco are third-party beneficiaries
of the Company’s rights and remedies contained in this Subscription Agreement, solely with respect to Sections 1, 2,
7, 9(c), 9(d), 9(g), and 9(k). The parties further acknowledge and agree that the Placement Agents
are third-party beneficiaries of the representations and warranties of the Company and Subscriber contained in this Subscription Agreement
and the Company’s rights and remedies contained in this Subscription Agreement, solely with respect to Section 9(d).


 


n.          If
any provision of this Subscription Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the
remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue in full force
and effect.


 






    I-24 


     


    

 


o.          This
Subscription Agreement may be executed in two (2) or more counterparts (including by electronic means), all of which shall be considered
one and the same agreement and shall become effective when signed by each of the parties and delivered to the other parties, it being
understood that all parties need not sign the same counterpart.


 


p.          Subscriber
shall pay all of its own expenses in connection with this Subscription Agreement and the transactions contemplated herein, except as expressly
provided herein.


 


q.          Notices.
Any notice or communication required or permitted hereunder shall be in writing and either delivered personally, emailed or telecopied,
sent by overnight mail via a reputable overnight carrier, or sent by certified or registered mail, postage prepaid, and shall be deemed
to be given and received (a) when so delivered personally, (b) upon receipt of an appropriate electronic answerback or confirmation
when so delivered by telecopy (to such number specified below or another number or numbers as such person may subsequently designate by
notice given hereunder), (c) when sent, with no mail undeliverable or other rejection notice, if sent by email, or (d) five
(5) Business Days after the date of mailing to the address below or to such other address or addresses as such person may hereafter
designate by notice given hereunder:


 


(i)            if
to Subscriber, to such address or addresses set forth on the signature page hereto;


 


(ii)            if
to the Company, or, following the Closing Date, to Newco, to:


 


c/o TPG Pace Holdings Corp.

301 Commerce St., Suite 3300

Fort Worth, TX 76102

Attn: General Counsel

Email: officeofgeneralcounsel@tpg.com


 


with a required copy to (which copy shall not constitute
notice):


 


Weil, Gotshal & Manges LLP 


767 Fifth Avenue 


New York, NY 10153

Attention: Douglas Warner; Christopher Machera

Email: doug.warner@weil.com; chris.machera@weil.com


 


r.           This
Subscription Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts
executed in and to be performed in that State. All legal actions and proceedings arising out of or relating to this Subscription Agreement
shall be heard and determined exclusively in any Delaware Chancery Court; provided, that if jurisdiction is not then available in the
Delaware Chancery Court, then any such legal Action (as defined in the Business Combination Agreement) may be brought in any federal court
located in the State of Delaware or any other Delaware state court. The parties hereto hereby (a) irrevocably submit to the exclusive
jurisdiction of the aforesaid courts for themselves and with respect to their respective properties for the purpose of any Action arising
out of or relating to this Agreement brought by any party hereto, and (b) agree not to commence any Action relating thereto except
in the courts described above in Delaware, other than Actions in any court of competent jurisdiction to enforce any judgment, decree or
award rendered by any such court in Delaware as described herein. Each of the parties further agrees that notice as provided herein shall
constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties
hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise,
in any Action arising out of or relating to this Subscription Agreement or the Transactions (as defined in the Business Combination Agreement),
(a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason,
(b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts
(whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or
otherwise) and (c) that (i) the Action in any such court is brought in an inconvenient forum, (ii) the venue of such Action
is improper or (iii) this Subscription Agreement, or the subject matter hereof, may not be enforced in or by such courts.


 






    I-25 


     


    

 


EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION (I) ARISING
UNDER THIS SUBSCRIPTION AGREEMENT OR UNDER ANY ANCILLARY DOCUMENT OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE
DEALINGS OF THE PARTIES IN RESPECT OF THIS SUBSCRIPTION AGREEMENT OR ANY ANCILLARY DOCUMENT OR ANY OF THE TRANSACTIONS RELATED HERETO
OR THERETO OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY, IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER
IN CONTRACT, TORT, EQUITY, OR OTHERWISE. EACH OF THE PARTIES HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE
THAT FOREGOING WAIVER, (B) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH SUCH PARTY
MAKES THIS WAIVER VOLUNTARILY AND (D) ACKNOWLEDGES THAT IT AND THE OTHER HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND
THE TRANSACTIONS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9(r).


 


s.          The
parties agree that irreparable damage would occur if this Subscription Agreement is not performed or the Closing is not consummated in
accordance with its specific terms or is otherwise breached and that money damages or other legal remedies would not be an adequate remedy
for any such damage. It is accordingly agreed that the parties hereto shall be entitled to equitable relief, including in the form of
an injunction or injunctions, to prevent breaches or threatened breaches of this Subscription Agreement and to enforce specifically the
terms and provisions of this Subscription Agreement in an appropriate court of competent jurisdiction as set forth in Section 9(r) this
being in addition to any other remedy to which any party is entitled at law or in equity, including money damages.  The right to
specific enforcement shall include the right of the parties hereto to cause the other parties hereto to cause the transactions contemplated
hereby to be consummated on the terms and subject to the conditions and limitations set forth in this Subscription Agreement. The parties
hereto further agree (i) to waive any requirement for the security or posting of any bond in connection with any such equitable remedy,
(ii) not to assert that a remedy of specific enforcement pursuant to this Section 9(s) is unenforceable, invalid,
contrary to applicable law or inequitable for any reason and (iii) to waive any defenses in any action for specific performance,
including the defense that a remedy at law would be adequate. The parties acknowledge and agree that this Section 9(s) is
an integral part of the transactions contemplated hereby and without that right, the parties hereto would not have entered into this Subscription
Agreement.


 






    I-26 


     


    

 


t.           If
any change in the number, type or classes of authorized shares of the Company shall occur between the date hereof and immediately prior
to the Closing by reason of reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or
readjustment of shares, or any stock dividend, the number of Acquired Shares issued to the Subscriber shall be appropriately adjusted
to reflect such change.


 


u.          The
Company shall, by 9:00 a.m., New York City time, on the first (1st) Business Day immediately following the date of this Subscription Agreement,
issue one or more press releases or file with the Commission a Current Report on Form 8-K (collectively, the “Disclosure
Document”) disclosing all material terms of the transactions contemplated hereby, the Business Combination and any other material,
nonpublic information that the Company has provided to Subscriber at any time prior to the filing of the Disclosure Document. From and
after the issuance of the Disclosure Document, to the Company’s knowledge, Subscriber shall not be in possession of any material,
non-public information received from the Company or any of its officers, directors or employees. Notwithstanding anything in this Subscription
Agreement to the contrary, the Company shall not publicly disclose the name of Subscriber, its investment adviser or any of their respective
affiliates, or include the name of Subscriber, its investment adviser or any of their respective affiliates in any press release or in
any filing with the Commission or any regulatory agency or trading market, without the prior written consent of Subscriber, except (i) as
required by the federal securities law in connection with the Registration Statement, (ii) the filing of this form of Subscription
Agreement with the Commission and in the related Current Report on Form 8-K in a manner acceptable to Subscriber, (iii) in a
press release or marketing materials of the Company in connection with the Business Combination in a manner acceptable to Subscriber and
(iv) to the extent such disclosure is required by law, at the request of the Staff of the Commission or regulatory agency or under
the regulations of the Designated Exchange, in which case the Company shall provide Subscriber with prior written notice of such disclosure
permitted under this subclause (iv).


 


[Signature pages follow.]


 






    I-27 


     


    

 


IN WITNESS WHEREOF, each of the Company and Subscriber
has executed or caused this Subscription Agreement to be executed by its duly authorized representative as of the date set forth below.


 


	 	TPG PACE SOLUTIONS CORP.




 


		By:	



		Name:	
		Title:	



 


Date:     ,
2021


 


Signature Page to

Subscription Agreement


 



     


     


    

 


	 	Newco:




 


	 	Vacasa, Inc.




 


		By:	



	 	Name:
	 	Title:




 






    I-29 


     


    

 


	SUBSCRIBER:	 
	 	 
	Signature of Subscriber	Signature of Joint Subscriber, if applicable:



 


	By: 	 	 	By: 	 
	 	Name 	 	 	Name 
	 	Titles	 	 	Titles



 


	Date:    2021	 
	 	 
	Subscriber consents to the disclosure of its name in accordance with Section 9(u)	Joint Subscriber consents to the disclosure of its name in accordance with Section 9(u)
	 	 
	Name of Subscriber:	Name of Joint Subscriber, if applicable:
	 	 
	___________________________________

(Please print. Please indicate name and capacity of person signing above)	____________________________________

(Please print. Please indicate name and capacity of person signing above)
	 	 
	____________________________________

Name in which securities are to be registered (if different):	 
	 	 
	Email Address:	 
	If there are joint investors, please check one:	 
	Joint Tenants with Rights of Survivorship	 
	Tenants-in-Common	 
	Community Property	 
	 	 
	Subscriber’s EIN:  _____________________	Joint Subscriber’s EIN:  _________________
	 	 
	Business Address-Street:	Mailing Address-Street (if different):
	 	 
	_____________________________________	_____________________________________
	_____________________________________	_____________________________________
	City, State, Zip:	City, State, Zip:
	Attn:	Attn:
	Telephone No.:	Telephone No.:
	Facsimile No.:	Facsimile No.:



 


Signature Page to 

Subscription Agreement


 






     


     


    

 


Aggregate Number of Acquired Shares subscribed for:


 


Aggregate Purchase Price: $


 


You must pay the Purchase Price by wire transfer of United States dollars
in immediately available funds to the account specified by the Company in the Closing Notice.


 


Number of
Acquired Shares subscribed for and Aggregate Purchase Price as of      ,
2021, accepted and agreed to as of this      day of
                         ,
2021, by:


 


Signature of Subscriber:


 


[            ]


 


	By:		



Name:


Title:


 


Signature Page to 

Subscription Agreement


 






     


     


    

 




 


SCHEDULE A

ELIGIBILITY REPRESENTATIONS OF SUBSCRIBER


 


		A.	QUALIFIED INSTITUTIONAL BUYER STATUS

(Please check the applicable subparagraphs):



 


		1.	☐
We are a “qualified institutional buyer” (as defined in Rule 144A under
the Securities Act (a “QIB”)).



 


		2.	☐
We are subscribing for the Acquired Shares as a fiduciary or agent for one or more investor accounts,
and each owner of such account is a QIB.



 


		3.	☐
We are an “Institutional Account” (as defined in FINRA Rule 4512(c)).



 


*** OR ***


 


		B.	INSTITUTIONAL ACCREDITED INVESTOR STATUS

(Please check the applicable subparagraphs):



 


1.          ☐
We are an “accredited investor” (within the meaning of Rule 501(a)(1), (2), (3) or
(7) under the Securities Act), and have marked and initialed the appropriate box on the following page indicating the provision
under which we qualify as an institutional “accredited investor.”


 


		2.	☐
We are not a natural person.



 


		3.	☐
We are an “Institutional Account” (as defined in FINRA Rule 4512(c)).



 


*** AND ***


 


		C.	AFFILIATE STATUS

(Please check the applicable box)



 


			SUBSCRIBER:



 


		☐	is:



 


		☐	is not:



 


			an “affiliate” (as defined in Rule 144
under the Securities Act) of the Company or acting on behalf of an affiliate of the Company.



 


This page should be completed by Subscriber

and constitutes a part of the Subscription Agreement.






     


     


    

 


Rule 501(a), in relevant part, states that an “accredited
investor” shall include any person who comes within any of the below listed categories, or who the Company reasonably believes
comes within any of the below listed categories, at the time of the sale of the securities to that person. Subscriber has indicated, by
marking and initialing the appropriate box below, the provision(s) below which apply to Subscriber and under which Subscriber accordingly
qualifies as an “accredited investor.”


 


		☐	Any bank as defined in section 3(a)(2) of the Securities
Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Securities Act whether acting
in its individual or fiduciary capacity;



 


		☐	Any broker or dealer registered pursuant to section 15 of the
Securities Exchange Act of 1934;



 


		☐	Any insurance company as defined in section 2(a)(13) of the
Securities Act;



 


		☐	Any investment company registered under the Investment Company
Act of 1940 or a business development company as defined in section 2(a)(48) of that Act;



 


		☐	Any Small Business Investment Company licensed by the U.S. Small
Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958;



 


		☐	Any rural business investment company (“RBIC”)
as defined in Section 384A of the Consolidated Farm and Rural Development Act;



 


		☐	Any plan established and maintained by a state, its political
subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan
has total assets in excess of $5,000,000;



 


		☐	Any employee benefit plan within the meaning of the Employee
Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such act,
which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit
plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are
 “accredited investors”;



 


		☐	Any private business development company as defined in section
202(a)(22) of the Investment Advisers Act of 1940;



 


		☐	Any organization described in section 501(c)(3) of the
Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring
the securities offered, with total assets in excess of $5,000,000; or



 






     


     


    

 


		☐	Any trust, with total assets in excess of $5,000,000, not formed
for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in §
230.506(b)(2)(ii); or



 


		☐	Any entity in which all of the equity owners are institutional
 “accredited investors.”



 


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