Peterson Karl Mr.

Row 1 · 2026-03-19 · Grant · Acquired 26,808 · Balance 26,808

F1: Each restricted stock unit ("RSU") represents a contingent right to receive 1 share of the Issuer's Class A-1 Common Stock upon settlement for no consideration.

F2: 100% of the RSUs will vest on December 31, 2026, subject to the Reporting Person's continued service to the Issuer on the vesting date.

Row 1 · 2026-04-01 · Purchase · Acquired 235,000 · Balance 235,000

F1: Simultaneously with the consummation of KPET Ultra Paceline Corporation's (the "Issuer") initial public offering, KPET Ultra Paceline Unit Holdings LLC ("Unit Holdings") acquired, at a price of $10.00 per unit, 235,000 private placement units of the Issuer. Each private placement unit consists of one Class A ordinary share and one-sixth of one warrant. The warrants included in the private placement units will become exercisable, if at all, 30 days after the completion of the Issuer's initial business combination (the "Business Combination"), and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation.

F2: Unit Holdings is the record holder of the securities reported herein. KPThree Capital LLC is the managing member of Unit Holdings. Karl Peterson is the managing member of KPThree Capital LLC. As such, KPThree Capital LLC and Karl Peterson may be deemed to have or share beneficial ownership of the private placement units held directly by Unit Holdings. Such entity or person disclaims any beneficial ownership of such securities held by Unit Holdings other than to the extent of any pecuniary interest they may have therein, directly or indirectly, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 and other purposes.

Row 1 · 2021-09-20 · Grant · Acquired 11,090,000 · Balance 11,090,000

F1: On September 20, 2021, TPG Pace Tech Opportunities Corp. (renamed Nerdy Inc., the "Issuer") domesticated as a Delaware corporation whereupon each Class F Ordinary Share, par value $0.0001 per share (a "Class F Ordinary Share"), of the Issuer became one share of Class F Common Stock, par value $0.0001 per share ("Class F Common Stock"), of the Issuer, and (ii) each warrant ("Warrant") exercisable for one Class A Ordinary Share, par value $0.0001 per share, of the Issuer entitled the holder to acquire a corresponding number of shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer.

F3: On September 20, 2021 in connection with the Business Combination, TPG Pace Tech Opportunities Sponsor surrendered to the Issuer for cancellation at no cost (i) 2,000,000 shares of Class A Common Stock and (ii) 2,444,444 Warrants. In addition, 4,000,000 of the shares of Class A Common Stock held by TPG Pace Tech Sponsor remain subject to forfeiture if certain stock price thresholds are not achieved within a period of five years from September 20, 2021.

F2: On September 20, 2021 in connection with the transactions contemplated by the Business Combination Agreement, as amended, among the Issuer and the other parties thereto (the "Business Combination"), the shares of Class F Common Stock held by TPG Pace Tech Opportunities Sponsor, LLC ("TPG Pace Tech Opportunities Sponsor") following the domestication described above were exchanged for an equal number of shares of Class A Common Stock. Pursuant to the Issuer's Certificate of Incorporation (the "Certificate of Incorporation") (and previously the Issuer's Amended & Restated Memorandum and Articles of Association), the shares of Class F Common Stock had been automatically convertible into shares of Class A Common Stock (previously Class A Ordinary Shares) of the Issuer at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment.

F8: On September 20, 2021 in connection with the Business Combination, the Issuer issued to a vehicle controlled by James G. Coulter 110,000 shares of Class A Common Stock and 20,000 Warrants at a purchase price of $9.09 per share.

F9: On September 20, 2021 in connection with the Business Combination, the Issuer issued to Karl Peterson 120,000 shares of Class A Common Stock and 24,000 Warrants at a purchase price of $10.00 per share.

F10: The managing member of TPG Pace Tech Opportunities Sponsor is TPG Pace Governance, LLC, which is controlled by a committee whose members are David Bonderman, James G. Coulter and Karl Peterson (together with TPG Pace Tech Opportunities Sponsor, the "Reporting Persons").

Row 2 · 2021-09-20 · Disposition to issuer · Disposed 2,000,000 · Balance 9,090,000

F3: On September 20, 2021 in connection with the Business Combination, TPG Pace Tech Opportunities Sponsor surrendered to the Issuer for cancellation at no cost (i) 2,000,000 shares of Class A Common Stock and (ii) 2,444,444 Warrants. In addition, 4,000,000 of the shares of Class A Common Stock held by TPG Pace Tech Sponsor remain subject to forfeiture if certain stock price thresholds are not achieved within a period of five years from September 20, 2021.

F8: On September 20, 2021 in connection with the Business Combination, the Issuer issued to a vehicle controlled by James G. Coulter 110,000 shares of Class A Common Stock and 20,000 Warrants at a purchase price of $9.09 per share.

F9: On September 20, 2021 in connection with the Business Combination, the Issuer issued to Karl Peterson 120,000 shares of Class A Common Stock and 24,000 Warrants at a purchase price of $10.00 per share.

F10: The managing member of TPG Pace Tech Opportunities Sponsor is TPG Pace Governance, LLC, which is controlled by a committee whose members are David Bonderman, James G. Coulter and Karl Peterson (together with TPG Pace Tech Opportunities Sponsor, the "Reporting Persons").

Row 3 · 2021-09-20 · Grant · Acquired 3,750,000 · Balance 12,840,000

F3: On September 20, 2021 in connection with the Business Combination, TPG Pace Tech Opportunities Sponsor surrendered to the Issuer for cancellation at no cost (i) 2,000,000 shares of Class A Common Stock and (ii) 2,444,444 Warrants. In addition, 4,000,000 of the shares of Class A Common Stock held by TPG Pace Tech Sponsor remain subject to forfeiture if certain stock price thresholds are not achieved within a period of five years from September 20, 2021.

F4: On September 20, 2021 in connection with the Business Combination and pursuant to a conversion adjustment set forth in the Certificate of Incorporation, the Issuer issued to TPG Pace Tech Opportunities Sponsor 3,750,000 shares of Class A Common Stock as a result of the issuance of shares of Class A Common Stock under certain forward purchase agreements.

F8: On September 20, 2021 in connection with the Business Combination, the Issuer issued to a vehicle controlled by James G. Coulter 110,000 shares of Class A Common Stock and 20,000 Warrants at a purchase price of $9.09 per share.

F9: On September 20, 2021 in connection with the Business Combination, the Issuer issued to Karl Peterson 120,000 shares of Class A Common Stock and 24,000 Warrants at a purchase price of $10.00 per share.

F10: The managing member of TPG Pace Tech Opportunities Sponsor is TPG Pace Governance, LLC, which is controlled by a committee whose members are David Bonderman, James G. Coulter and Karl Peterson (together with TPG Pace Tech Opportunities Sponsor, the "Reporting Persons").

Row 4 · 2021-09-20 · Disposition to issuer · Disposed 1,116,750 · Balance 11,723,250

F3: On September 20, 2021 in connection with the Business Combination, TPG Pace Tech Opportunities Sponsor surrendered to the Issuer for cancellation at no cost (i) 2,000,000 shares of Class A Common Stock and (ii) 2,444,444 Warrants. In addition, 4,000,000 of the shares of Class A Common Stock held by TPG Pace Tech Sponsor remain subject to forfeiture if certain stock price thresholds are not achieved within a period of five years from September 20, 2021.

F5: On September 20, 2021 in connection with the Business Combination, TPG Pace Tech Opportunities Sponsor surrendered to the Issuer for cancellation at no cost 1,116,750 shares of Class A Common Stock as a result of issuances by the Issuer of additional shares of Class A Common Stock pursuant to certain forward purchase agreements.

F8: On September 20, 2021 in connection with the Business Combination, the Issuer issued to a vehicle controlled by James G. Coulter 110,000 shares of Class A Common Stock and 20,000 Warrants at a purchase price of $9.09 per share.

F9: On September 20, 2021 in connection with the Business Combination, the Issuer issued to Karl Peterson 120,000 shares of Class A Common Stock and 24,000 Warrants at a purchase price of $10.00 per share.

F10: The managing member of TPG Pace Tech Opportunities Sponsor is TPG Pace Governance, LLC, which is controlled by a committee whose members are David Bonderman, James G. Coulter and Karl Peterson (together with TPG Pace Tech Opportunities Sponsor, the "Reporting Persons").

Row 5 · 2021-09-20 · Grant · Acquired 1,500,000 · Balance 13,223,250

F6: On September 20, 2021 in connection with the Business Combination, the Issuer issued to (i) TPG Public Equity Partners, LP 74,470 shares of Class A Common Stock and 14,895 Warrants, (ii) TPG Public Equity Partners Master Fund, L.P. 842,355 shares of Class A Common Stock and 168,470 Warrants and (iii) TPG Public Equity Partners Long Opportunities Master Fund, L.P. 583,175 shares of Class A Common Stock and 116,635 Warrants. The general partner of each of TPG Public Equity Partners, LP, TPG Public Equity Partners Master Fund, L.P. and TPG Public Equity Partners Long Opportunities Master Fund, L.P. is TPG PEP GenPar Governance, LP, whose general partner is TPG GenPar Advisors, LP, whose general partner is TPG Holdings III, L.P.

F7: On September 20, 2021 in connection with the Business Combination, the Issuer issued to TPG Holdings III, L.P. 200,000 Warrants. The general partner of TPG Holdings III, L.P. is TPG Holdings III-A, L.P., whose general partner is TPG Holdings III-A, Inc., whose sole shareholder is TPG Group Holdings (SBS), L.P., whose general partner is TPG Group Holdings (SBS) Advisors, LLC, whose sole member is TPG Group Holdings (SBS) Advisors, Inc., whose sole shareholders are David Bonderman and James G. Coulter.

F10: The managing member of TPG Pace Tech Opportunities Sponsor is TPG Pace Governance, LLC, which is controlled by a committee whose members are David Bonderman, James G. Coulter and Karl Peterson (together with TPG Pace Tech Opportunities Sponsor, the "Reporting Persons").

F11: Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the relevant TPG vehicle. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

F12: Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Row 6 · 2021-09-20 · Grant · Acquired 110,000 · Balance 13,333,250

F8: On September 20, 2021 in connection with the Business Combination, the Issuer issued to a vehicle controlled by James G. Coulter 110,000 shares of Class A Common Stock and 20,000 Warrants at a purchase price of $9.09 per share.

F10: The managing member of TPG Pace Tech Opportunities Sponsor is TPG Pace Governance, LLC, which is controlled by a committee whose members are David Bonderman, James G. Coulter and Karl Peterson (together with TPG Pace Tech Opportunities Sponsor, the "Reporting Persons").

F11: Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the relevant TPG vehicle. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

F12: Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Row 7 · 2021-09-20 · Grant · Acquired 120,000 · Balance 13,343,250

F9: On September 20, 2021 in connection with the Business Combination, the Issuer issued to Karl Peterson 120,000 shares of Class A Common Stock and 24,000 Warrants at a purchase price of $10.00 per share.

F10: The managing member of TPG Pace Tech Opportunities Sponsor is TPG Pace Governance, LLC, which is controlled by a committee whose members are David Bonderman, James G. Coulter and Karl Peterson (together with TPG Pace Tech Opportunities Sponsor, the "Reporting Persons").

F11: Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the relevant TPG vehicle. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

F12: Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Row 8 · 2021-09-20 · Disposition to issuer · Disposed 11,090,000 · Balance 0

F2: On September 20, 2021 in connection with the transactions contemplated by the Business Combination Agreement, as amended, among the Issuer and the other parties thereto (the "Business Combination"), the shares of Class F Common Stock held by TPG Pace Tech Opportunities Sponsor, LLC ("TPG Pace Tech Opportunities Sponsor") following the domestication described above were exchanged for an equal number of shares of Class A Common Stock. Pursuant to the Issuer's Certificate of Incorporation (the "Certificate of Incorporation") (and previously the Issuer's Amended & Restated Memorandum and Articles of Association), the shares of Class F Common Stock had been automatically convertible into shares of Class A Common Stock (previously Class A Ordinary Shares) of the Issuer at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment.

F1: On September 20, 2021, TPG Pace Tech Opportunities Corp. (renamed Nerdy Inc., the "Issuer") domesticated as a Delaware corporation whereupon each Class F Ordinary Share, par value $0.0001 per share (a "Class F Ordinary Share"), of the Issuer became one share of Class F Common Stock, par value $0.0001 per share ("Class F Common Stock"), of the Issuer, and (ii) each warrant ("Warrant") exercisable for one Class A Ordinary Share, par value $0.0001 per share, of the Issuer entitled the holder to acquire a corresponding number of shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer.

F8: On September 20, 2021 in connection with the Business Combination, the Issuer issued to a vehicle controlled by James G. Coulter 110,000 shares of Class A Common Stock and 20,000 Warrants at a purchase price of $9.09 per share.

F9: On September 20, 2021 in connection with the Business Combination, the Issuer issued to Karl Peterson 120,000 shares of Class A Common Stock and 24,000 Warrants at a purchase price of $10.00 per share.

F10: The managing member of TPG Pace Tech Opportunities Sponsor is TPG Pace Governance, LLC, which is controlled by a committee whose members are David Bonderman, James G. Coulter and Karl Peterson (together with TPG Pace Tech Opportunities Sponsor, the "Reporting Persons").

Row 9 · 2021-09-20 · Disposition to issuer · Disposed 2,444,444 · Balance 4,888,889

F3: On September 20, 2021 in connection with the Business Combination, TPG Pace Tech Opportunities Sponsor surrendered to the Issuer for cancellation at no cost (i) 2,000,000 shares of Class A Common Stock and (ii) 2,444,444 Warrants. In addition, 4,000,000 of the shares of Class A Common Stock held by TPG Pace Tech Sponsor remain subject to forfeiture if certain stock price thresholds are not achieved within a period of five years from September 20, 2021.

F1: On September 20, 2021, TPG Pace Tech Opportunities Corp. (renamed Nerdy Inc., the "Issuer") domesticated as a Delaware corporation whereupon each Class F Ordinary Share, par value $0.0001 per share (a "Class F Ordinary Share"), of the Issuer became one share of Class F Common Stock, par value $0.0001 per share ("Class F Common Stock"), of the Issuer, and (ii) each warrant ("Warrant") exercisable for one Class A Ordinary Share, par value $0.0001 per share, of the Issuer entitled the holder to acquire a corresponding number of shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer.

F8: On September 20, 2021 in connection with the Business Combination, the Issuer issued to a vehicle controlled by James G. Coulter 110,000 shares of Class A Common Stock and 20,000 Warrants at a purchase price of $9.09 per share.

F9: On September 20, 2021 in connection with the Business Combination, the Issuer issued to Karl Peterson 120,000 shares of Class A Common Stock and 24,000 Warrants at a purchase price of $10.00 per share.

F10: The managing member of TPG Pace Tech Opportunities Sponsor is TPG Pace Governance, LLC, which is controlled by a committee whose members are David Bonderman, James G. Coulter and Karl Peterson (together with TPG Pace Tech Opportunities Sponsor, the "Reporting Persons").

Row 10 · 2021-09-20 · Grant · Acquired 300,000 · Balance 5,188,889

F6: On September 20, 2021 in connection with the Business Combination, the Issuer issued to (i) TPG Public Equity Partners, LP 74,470 shares of Class A Common Stock and 14,895 Warrants, (ii) TPG Public Equity Partners Master Fund, L.P. 842,355 shares of Class A Common Stock and 168,470 Warrants and (iii) TPG Public Equity Partners Long Opportunities Master Fund, L.P. 583,175 shares of Class A Common Stock and 116,635 Warrants. The general partner of each of TPG Public Equity Partners, LP, TPG Public Equity Partners Master Fund, L.P. and TPG Public Equity Partners Long Opportunities Master Fund, L.P. is TPG PEP GenPar Governance, LP, whose general partner is TPG GenPar Advisors, LP, whose general partner is TPG Holdings III, L.P.

F7: On September 20, 2021 in connection with the Business Combination, the Issuer issued to TPG Holdings III, L.P. 200,000 Warrants. The general partner of TPG Holdings III, L.P. is TPG Holdings III-A, L.P., whose general partner is TPG Holdings III-A, Inc., whose sole shareholder is TPG Group Holdings (SBS), L.P., whose general partner is TPG Group Holdings (SBS) Advisors, LLC, whose sole member is TPG Group Holdings (SBS) Advisors, Inc., whose sole shareholders are David Bonderman and James G. Coulter.

F10: The managing member of TPG Pace Tech Opportunities Sponsor is TPG Pace Governance, LLC, which is controlled by a committee whose members are David Bonderman, James G. Coulter and Karl Peterson (together with TPG Pace Tech Opportunities Sponsor, the "Reporting Persons").

F11: Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the relevant TPG vehicle. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

F12: Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Row 11 · 2021-09-20 · Grant · Acquired 200,000 · Balance 5,388,889

F7: On September 20, 2021 in connection with the Business Combination, the Issuer issued to TPG Holdings III, L.P. 200,000 Warrants. The general partner of TPG Holdings III, L.P. is TPG Holdings III-A, L.P., whose general partner is TPG Holdings III-A, Inc., whose sole shareholder is TPG Group Holdings (SBS), L.P., whose general partner is TPG Group Holdings (SBS) Advisors, LLC, whose sole member is TPG Group Holdings (SBS) Advisors, Inc., whose sole shareholders are David Bonderman and James G. Coulter.

F10: The managing member of TPG Pace Tech Opportunities Sponsor is TPG Pace Governance, LLC, which is controlled by a committee whose members are David Bonderman, James G. Coulter and Karl Peterson (together with TPG Pace Tech Opportunities Sponsor, the "Reporting Persons").

F11: Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the relevant TPG vehicle. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

F12: Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Row 12 · 2021-09-20 · Grant · Acquired 20,000 · Balance 5,408,889

F8: On September 20, 2021 in connection with the Business Combination, the Issuer issued to a vehicle controlled by James G. Coulter 110,000 shares of Class A Common Stock and 20,000 Warrants at a purchase price of $9.09 per share.

F10: The managing member of TPG Pace Tech Opportunities Sponsor is TPG Pace Governance, LLC, which is controlled by a committee whose members are David Bonderman, James G. Coulter and Karl Peterson (together with TPG Pace Tech Opportunities Sponsor, the "Reporting Persons").

F11: Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the relevant TPG vehicle. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

F12: Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Row 13 · 2021-09-20 · Grant · Acquired 24,000 · Balance 5,412,889

F9: On September 20, 2021 in connection with the Business Combination, the Issuer issued to Karl Peterson 120,000 shares of Class A Common Stock and 24,000 Warrants at a purchase price of $10.00 per share.

F10: The managing member of TPG Pace Tech Opportunities Sponsor is TPG Pace Governance, LLC, which is controlled by a committee whose members are David Bonderman, James G. Coulter and Karl Peterson (together with TPG Pace Tech Opportunities Sponsor, the "Reporting Persons").

F11: Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the relevant TPG vehicle. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

F12: Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Row 1 · 2024-06-07 · Sale · Disposed 10,000 · Balance 134,655

Row 1 · 2020-11-20 · Other · Disposed 1,312,500 · Balance 8,590,000

F1: On November 20, 2020, TPG Pace Beneficial Finance Sponsor, Series LLC ("TPG Pace Beneficial Finance Sponsor") forfeited at no cost 1,312,500 Class F Ordinary Shares, par value $0.0001 per share (the "Class F Shares"), of TPG Pace Beneficial Finance Corp. (the "Issuer") in connection with the election by the underwriters of the Issuer's initial public offering to decline to exercise an option granted to them to cover over-allotments. Pursuant to the Issuer's Memorandum and Articles of Association, as amended, the Class F Shares will automatically convert into Class A Ordinary Shares, par value $0.0001 per share, of the Issuer at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment.

F2: The managing member of TPG Pace Beneficial Finance Sponsor is TPG Pace Governance, LLC, which is controlled by a committee whose members are David Bonderman, James G. Coulter and Karl Peterson (together with TPG Pace Beneficial Finance Sponsor, the "Reporting Persons").

F3: Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG Pace Beneficial Finance Sponsor. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

F4: Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Row 1 · 2021-04-16 · Grant · Acquired 1,000,000 · Balance 1,000,000

F1: TPG Pace Beneficial II Sponsor, Series LLC ("TPG Pace Beneficial II Sponsor") holds (i) 1,000,000 Class A Ordinary Shares, par value $0.0001 per share (the "Class A Shares"), of TPG Pace Beneficial II Corp. (the "Issuer"), (ii) 4,284,444 Class F Ordinary Shares, par value $0.0001 per share (the "Class F Shares"), of the Issuer, and (iii) 8,888,889 Class G Ordinary Shares, par value $0.0001 per share (the "Class G Shares"), of the Issuer. The managing member of TPG Pace Beneficial II Sponsor is TPG Pace Governance, LLC, which is controlled by David Bonderman, James G. Coulter and Karl Peterson.

F2: On April 16, 2021 in connection with the Issuer's initial public offering, (i) TPG Pace Beneficial II Sponsor purchased from the Issuer 1,000,000 Class A Shares at a purchase price of $10.00 per share and (ii) the Issuer issued to TPG Pace Beneficial II Sponsor 555,555 Class F Shares and 1,111,111 Class G Shares as a result of the exercise in part of the option granted to the underwriters of the Issuer's initial public offering to cover over allotments.

F4: Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG Pace Beneficial II Sponsor. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

F5: Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Row 2 · 2021-04-16 · Grant · Acquired 555,555 · Balance 4,284,444

F3: Pursuant to the Issuer's Memorandum and Articles of Association, as amended, (i) the Class F Shares will automatically convert into Class A Shares at the time of the Issuer's initial business combination, and (ii) the Class G Shares will convert into Class A Shares after the Issuer's initial business combination only to the extent the trading price of the Class A Shares exceeds certain thresholds or in the event of a change of control transaction, in each case subject to adjustment.

F1: TPG Pace Beneficial II Sponsor, Series LLC ("TPG Pace Beneficial II Sponsor") holds (i) 1,000,000 Class A Ordinary Shares, par value $0.0001 per share (the "Class A Shares"), of TPG Pace Beneficial II Corp. (the "Issuer"), (ii) 4,284,444 Class F Ordinary Shares, par value $0.0001 per share (the "Class F Shares"), of the Issuer, and (iii) 8,888,889 Class G Ordinary Shares, par value $0.0001 per share (the "Class G Shares"), of the Issuer. The managing member of TPG Pace Beneficial II Sponsor is TPG Pace Governance, LLC, which is controlled by David Bonderman, James G. Coulter and Karl Peterson.

F2: On April 16, 2021 in connection with the Issuer's initial public offering, (i) TPG Pace Beneficial II Sponsor purchased from the Issuer 1,000,000 Class A Shares at a purchase price of $10.00 per share and (ii) the Issuer issued to TPG Pace Beneficial II Sponsor 555,555 Class F Shares and 1,111,111 Class G Shares as a result of the exercise in part of the option granted to the underwriters of the Issuer's initial public offering to cover over allotments.

F4: Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG Pace Beneficial II Sponsor. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

F5: Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Row 3 · 2021-04-16 · Grant · Acquired 1,111,111 · Balance 8,888,889

F3: Pursuant to the Issuer's Memorandum and Articles of Association, as amended, (i) the Class F Shares will automatically convert into Class A Shares at the time of the Issuer's initial business combination, and (ii) the Class G Shares will convert into Class A Shares after the Issuer's initial business combination only to the extent the trading price of the Class A Shares exceeds certain thresholds or in the event of a change of control transaction, in each case subject to adjustment.

F1: TPG Pace Beneficial II Sponsor, Series LLC ("TPG Pace Beneficial II Sponsor") holds (i) 1,000,000 Class A Ordinary Shares, par value $0.0001 per share (the "Class A Shares"), of TPG Pace Beneficial II Corp. (the "Issuer"), (ii) 4,284,444 Class F Ordinary Shares, par value $0.0001 per share (the "Class F Shares"), of the Issuer, and (iii) 8,888,889 Class G Ordinary Shares, par value $0.0001 per share (the "Class G Shares"), of the Issuer. The managing member of TPG Pace Beneficial II Sponsor is TPG Pace Governance, LLC, which is controlled by David Bonderman, James G. Coulter and Karl Peterson.

F2: On April 16, 2021 in connection with the Issuer's initial public offering, (i) TPG Pace Beneficial II Sponsor purchased from the Issuer 1,000,000 Class A Shares at a purchase price of $10.00 per share and (ii) the Issuer issued to TPG Pace Beneficial II Sponsor 555,555 Class F Shares and 1,111,111 Class G Shares as a result of the exercise in part of the option granted to the underwriters of the Issuer's initial public offering to cover over allotments.

F4: Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG Pace Beneficial II Sponsor. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

F5: Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.