Exhibit 10.7







 





INDEMNITY AGREEMENT


 


THIS INDEMNITY AGREEMENT (this “Agreement”)
is made as of [●], 2021.


 


Between:


 


		(1)	TPG PACE BENEFICIAL II CORP., an exempted company incorporated under the laws of the Cayman Islands with registered
office at P.O. Box 309, Ugland House, KYI-1104, Grand Cayman, Cayman Islands (the “Company”); and


 


		(2)	 [●]
(“Indemnitee”).


 


Whereas:


 


		(A)	Highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other
capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks
of claims and actions against them arising out of their service to and activities on behalf of such corporations;



 


		(B)	The board of directors of the Company (the “Board”) has determined that, in order to attract and retain
qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect
persons serving the Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a
customary and widespread practice among publicly traded corporations and other business enterprises, the Company believes that,
given current market conditions and trends, such insurance may be available to it in the future only at higher premiums and with
more exclusions. At the same time, directors, officers and other persons in service to corporations or business enterprises are
being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally
would have been brought only against the Company or business enterprise itself. The amended and restated articles of association
of the Company (the “Articles”) provide for the indemnification of the officers and directors of the Company.
The Articles expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate
that contracts may be entered into between the Company and members of the board of directors, officers and other persons with respect
to indemnification, hold harmless, exoneration, advancement and reimbursement rights;



 


		(C)	The uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining
such persons;



 


		(D)	The Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best
interests of the Company’s shareholders and that the Company should act to assure such persons that there will be increased
certainty of such protection in the future;



 


		(E)	It is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate
and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or
continue to serve the Company free from undue concern that they will not be so protected against liabilities;



 


		(F)	This Agreement is a supplement to and in furtherance of the Articles and any resolutions adopted pursuant thereto, and shall
not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder;



 






     


     


    

 


		(G)	Indemnitee may not be willing to serve as an officer or director, advisor or in another capacity without adequate protection,
and the Company desires Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on
additional service for or on behalf of the Company on the condition that he be so indemnified; and



 


NOW, THEREFORE, in consideration of the premises and the covenants
contained herein and subject to the provisions of the letter agreement dated as of [●], 2021 between the Company and Indemnitee
pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial
public offering, the Company and Indemnitee do hereby covenant and agree as follows:


 


TERMS AND CONDITIONS


 


		1	SERVICES TO THE COMPANY



 


Indemnitee will serve or continue to serve as an officer,
director, advisor, key employee or in any other capacity of the Company, as applicable, for so long as Indemnitee is duly elected,
appointed or retained or until Indemnitee tenders his resignation.


 


		2	DEFINITIONS



 


As used in this Agreement:


 


		2.1	References to “agent” shall mean any person who is or was a director, officer or employee of the Company
or a subsidiary of the Company or other person authorized by the Company to act for the Company, to include such person serving
in such capacity as a director, officer, employee, advisor, fiduciary or other official of another corporation, partnership, limited
liability company, joint venture, trust or other enterprise at the request of, for the convenience of, or to represent the interests
of the Company or a subsidiary of the Company.



 


		2.2	The terms “Beneficial Owner” and “Beneficial Ownership” shall have the meanings set forth
in Rule 13d-3 promulgated under the Exchange Act (as defined below) as in effect on the date hereof.



 


		2.3	A “Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement
of any of the following events:



 


		(a)	Acquisition of Shares by Third Party. Other than an affiliate of TPG Global, LLC, any Person (as defined below) is or
becomes the Beneficial Owner, directly or indirectly, of shares of the Company representing fifteen percent (15%) or more of the
combined voting power of the Company’s then outstanding shares entitled to vote generally in the election of directors, unless
(1) the change in the relative Beneficial Ownership of the Company’s shares by any Person results solely from a reduction
in the aggregate number of outstanding shares entitled to vote generally in the election of directors, or (2) such acquisition
was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control
under part (c) of this definition;



 


		(b)	Change in Board of Directors. Individuals who, as of the date hereof, constitute the Board, and any new director whose
election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two thirds
of the directors then still in office who were directors on the date
hereof or whose election for nomination for election was previously so approved (collectively, the “Continuing Directors”),
cease for any reason to constitute at least a majority of the members of the Board;



 






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		(c)	Corporate Transactions. The effective date of a merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination, involving the Company and one or more businesses (a “Business Combination”),
in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were
the Beneficial Owners of shares entitled to vote generally in the election of directors immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding shares of the Company
entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation,
a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets
either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership immediately prior
to such Business Combination, of the shares entitled to vote generally in the election of directors; (2) other than an affiliate
of TPG Global, LLC, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly
or indirectly, of 15% or more of the combined voting power of the then outstanding shares entitled to vote generally in the election
of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and
(3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors
at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business
Combination;



 


		(d)	Liquidation. The approval by the shareholders of the Company of a complete liquidation of the Company or an agreement or series
of agreements for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than
factoring the Company’s current receivables or escrows due (or, if such approval is not required, the decision by the Board
to proceed with such a liquidation, sale, or disposition in one transaction or a series of related transactions); or



 


		(e)	Other Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e)
of Schedule 14A of Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the Exchange
Act (as defined below), whether or not the Company is then subject to such reporting requirement.



 


		2.4	“Corporate Status” describes the status of a person who is or was a director, officer, trustee, general
partner, managing member, fiduciary, employee or agent of the Company or of any other Enterprise (as defined below) which such
person is or was serving at the request of the Company.



 


		2.5	“Cayman Court” shall mean the Courts of the Cayman Islands.



 


		2.6	“Disinterested Director” shall mean a director of the Company who is not and was not a party to the Proceeding
(as defined below) in respect of which indemnification is sought by Indemnitee.



 


		2.7	“Enterprise” shall mean the Company and any other corporation, constituent corporation (including any constituent
of a constituent) absorbed in a consolidation or merger to which the Company (or any of its wholly owned subsidiaries) is a party,
limited liability company, partnership, joint venture, trust, employee benefit
plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, trustee, general
partner, managing member, fiduciary, employee or agent.



 






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		2.8	“Exchange Act” shall mean the United States Securities Exchange Act of 1934, as amended.



 


		2.9	“Expenses” shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever,
including, without limitation, all attorneys’ fees and costs, retainers, court costs, transcript costs, fees of experts,
witness fees, travel expenses, fees of private investigators and professional advisors, duplicating costs, printing and binding
costs, telephone charges, postage, delivery service fees, fax transmission charges, secretarial services and all other disbursements,
obligations or expenses in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing
to be a witness in, settlement or appeal of, or otherwise participating in, a Proceeding (as defined below), including reasonable
compensation for time spent by Indemnitee for which he or she is not otherwise compensated by the Company or any third party. Expenses
also shall include Expenses incurred in connection with any appeal resulting from any Proceeding (as defined below), including
without limitation the principal, premium, security for, and other costs relating to any cost bond, supersedeas bond, or other
appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments
or fines against Indemnitee.



 


		2.10	“Independent Counsel” shall mean a law firm or a member of a law firm with significant experience in matters
of corporate law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee
in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or
of other indemnitees under similar indemnification agreements); or (ii) any other party to the Proceeding (as defined below) giving
rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel”
shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict
of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.



 


		2.11	References to “fines” shall include any excise tax assessed on Indemnitee with respect to any employee benefit
plan; references to “serving at the request of the Company” shall include any service as a director, officer,
employee, agent or fiduciary of the Company which imposes duties on, or involves services by, such director, officer, employee,
agent or fiduciary with respect to an employee benefit plan, its participants or beneficiaries; and if Indemnitee acted in good
faith and in a manner Indemnitee reasonably believed to be in the best interests of the participants and beneficiaries of an employee
benefit plan, Indemnitee shall be deemed to have acted in a manner “not opposed to the best interests of the Company”
as referred to in this Agreement.



 


		2.12	The term “Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act as
in effect on the date hereof; provided, however, that “Person” shall exclude: (i) the Company; (ii) any Subsidiaries
(as defined below) of the Company; (iii) any employment benefit plan of the Company or of a Subsidiary (as defined below)
of the Company or of any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same
proportions as their ownership of share of the Company; and (iv) any trustee or other fiduciary holding shares under an employee
benefit plan of the Company or of a Subsidiary (as defined below) of the Company or of a corporation owned directly or indirectly
by the shareholders of the Company in substantially the same proportions as their ownership of share of the Company.



 






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		2.13	The term “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, mediation,
alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed
proceeding, whether brought in the right of the Company or otherwise and whether of a civil (including intentional or unintentional
tort claims), criminal, administrative, or investigative or related nature, in which Indemnitee was, is, will or might be involved
as a party or otherwise by reason of the fact that Indemnitee is or was a director or officer of the Company, by reason of any
action (or failure to act) taken by him or of any action (or failure to act) on his part while acting as a director or officer
of the Company, or by reason of the fact that he is or was serving at the request of the Company as a director, officer, trustee,
general partner, managing member, fiduciary, employee or agent of any other Enterprise, in each case whether or not serving in
such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement of expenses
can be provided under this Agreement.



 


		2.14	The term “Subsidiary,” with respect to any Person, shall mean any corporation or other entity of which a
majority of the voting power of the voting equity shares or equity interest is owned, directly or indirectly, by that Person.



 


		3	INDEMNITY IN THIRD-PARTY PROCEEDINGS



 


To the fullest extent permitted by applicable law,
the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 3 if Indemnitee
was, is, or is threatened to be made, a party to or a participant (as a witness or otherwise) in any Proceeding, other than a Proceeding
by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 3, Indemnitee shall be indemnified,
held harmless and exonerated against all Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (including
all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines,
penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on his behalf in connection with such
Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe
that his conduct was unlawful.


 


		4	INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY



 


To the fullest extent permitted by applicable law,
the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 4 if Indemnitee
was, is, or is threatened to be made, a party to or a participant (as a witness or otherwise) in any Proceeding by or in the right
of the Company to procure a judgment in its favor. Pursuant to this Section 4, Indemnitee shall be indemnified, held harmless and
exonerated against all Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding or
any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the Company. No indemnification, hold harmless or exoneration for Expenses shall be made under this Section
4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the
Company, unless and only to the extent that any court in which the Proceeding was brought or the Cayman Court shall determine upon
application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly
and reasonably entitled to indemnification, to be held harmless or to exoneration.


 






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		5	INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL



 


Notwithstanding any other provisions of this Agreement
except for Section 27, to the extent that Indemnitee is a party to (or a participant in) and is successful, on the merits or otherwise,
in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall, to the fullest extent
permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred
by him in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise,
as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted
by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by him
or on his behalf in connection with each successfully resolved claim, issue or matter. If Indemnitee is not wholly successful in
such Proceeding, the Company also shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate
Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or
matter on which Indemnitee was successful. For purposes of this Section 5 and without limitation, the termination of any claim,
issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such
claim, issue or matter.


 


		6	INDEMNIFICATION FOR EXPENSES OF A WITNESS



 


Notwithstanding any other provision of this Agreement
except for Section 27, to the extent that Indemnitee is, by reason of his Corporate Status, a witness in any Proceeding to which
Indemnitee is not a party, he shall, to the fullest extent permitted by applicable law, be indemnified, held harmless and exonerated
against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.


 


		7	ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS



 


		7.1	Notwithstanding any limitation in Sections 3, 4, or 5, except for Section 27, the Company shall, to the fullest extent permitted
by applicable law, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party
to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses,
judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable
in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably
incurred by Indemnitee in connection with the Proceeding. No indemnification, hold harmless or exoneration rights shall be available
under this Section 7.1 on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty
to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing
violation of the law.



 


		7.2	Notwithstanding any limitation in Sections 3, 4, 5 or 7.1, except for Section 27, the Company shall, to the fullest extent
permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened to be
made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against
all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges
paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts
paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding.



 






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		8	CONTRIBUTION IN THE EVENT OF JOINT LIABILITY



 


		8.1	To the fullest extent permissible under applicable law, if the indemnification, hold harmless and/or exoneration rights provided
for in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying,
holding harmless or exonerating Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether
for judgments, liabilities, fines, penalties, amounts paid or to be paid in settlement and/or for Expenses, in connection with
any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right
of contribution it may have at any time against Indemnitee.



 


		8.2	The Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or
would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against
Indemnitee.



 


		8.3	The Company hereby agrees to fully indemnify, hold harmless and exonerate Indemnitee from any claims for contribution which
may be brought by officers, directors or employees of the Company other than Indemnitee who may be jointly liable with Indemnitee.



 


		9	EXCLUSIONS



 


Notwithstanding any provision in this Agreement except
for Section 27, the Company shall not be obligated under this Agreement to make any indemnification, hold harmless or exoneration
payment in connection with any claim made against Indemnitee:


 


		(a)	for which payment has actually been received by or on behalf of Indemnitee under any insurance policy or other indemnity provision,
except with respect to any excess beyond the amount actually received under any insurance policy, contract, agreement, other indemnity
provision or otherwise;



 


		(b)	for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of shares of the Company
within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; or



 


		(c)	except as otherwise provided in Sections 14.5 and 14.6 hereof, prior to a Change in Control, in connection with any Proceeding
(or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by
Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the
Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, hold harmless
or exoneration payment, in its sole discretion, pursuant to the powers vested in the Company under applicable law.



 


		10	ADVANCES OF EXPENSES; DEFENSE OF CLAIM 



 


		10.1	Notwithstanding any provision of this Agreement to the contrary except for Section 27, and
to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably
expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten
(10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the
final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made
without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement
to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all
reasonable Expenses incurred pursuing a Proceeding to enforce this right of advancement, including Expenses incurred preparing
and forwarding statements to the Company to support the advances claimed. To the fullest extent required by applicable law, such
payments of Expenses in advance of the final disposition of the Proceeding shall be made only upon the Company’s receipt
of an undertaking, by or on behalf of Indemnitee, to repay the advance to the extent that it is ultimately determined that Indemnitee
is not entitled to be indemnified by the Company under the provisions of this Agreement, the Articles, applicable law or otherwise.
This Section 10.1 shall not apply to any claim made by Indemnitee for which an indemnification, hold harmless or exoneration payment
is excluded pursuant to Section 9.



 






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		10.2	The Company will be entitled to participate in the Proceeding at its own expense.



 


		10.3	The Company shall not settle any action, claim or Proceeding (in whole or in part) which would impose any Expense, judgment,
fine, penalty or limitation on Indemnitee without Indemnitee’s prior written consent.



 


		11	PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION



 


		11.1	Indemnitee agrees to notify promptly the Company in writing upon being served with any summons, citation, subpoena, complaint,
indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification, hold harmless
or exoneration rights, or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not
relieve the Company of any obligation which it may have to Indemnitee under this Agreement, or otherwise.



 


		11.2	Indemnitee may deliver to the Company a written application to indemnify, hold harmless or exonerate Indemnitee in accordance
with this Agreement. Such application(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate
in his or her sole discretion. Following such a written application for indemnification by Indemnitee, Indemnitee’s entitlement
to indemnification shall be determined according to Section 12.1 of this Agreement.



 


		12	PROCEDURE UPON APPLICATION FOR INDEMNIFICATION



 


		12.1	A determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification shall
                                                            be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) by a majority
                                                            vote of the Disinterested Directors, even though less than a quorum of the Board (ii) by Independent Counsel in a written
                                                            opinion to the Board, a copy of which shall be delivered to Indemnitee; or (iii) by vote of the shareholders by ordinary
                                                            resolution. The Company will promptly advise Indemnitee in writing with respect to any determination that Indemnitee is or is
                                                            not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If
                                                            it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days
                                                            after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination
                                                            with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon
                                                            reasonable advance request any documentation or information which is not privileged
or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination.
Any costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person,
persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s
entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.



 






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		12.2	In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12.1
hereof, the Independent Counsel shall be selected as provided in this Section 12.2. The Independent Counsel shall be selected by
Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice
to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so
selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent
Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him of the identity of the Independent
Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel”
as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10)
days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may
be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent
Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this
Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely
objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the
Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of
competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee
of a written request for indemnification pursuant to Section 11.2 hereof, no Independent Counsel shall have been selected and not
objected to, either the Company or Indemnitee may petition the Cayman Court for resolution of any objection which shall have been
made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent
Counsel of a person selected by the Cayman Court, and the person with respect to whom all objections are so resolved or the person
so appointed shall act as Independent Counsel under Section 12.1 hereof. Upon the due commencement of any judicial proceeding or
arbitration pursuant to Section 14.1 of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility
in such capacity (subject to the applicable standards of professional conduct then prevailing).



 


		12.3	The Company agrees to pay the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold harmless
such Independent Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement
or its engagement pursuant hereto.



 


		13	PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS



 


		13.1	In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such
determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request
for indemnification in accordance with Section 11.2 of this Agreement, and the Company shall have the burden of proof to overcome
that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption.
Neither the failure of the Company (including by its directors or Independent Counsel)
to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper
in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company
(including by its directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a
defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.



 






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		13.2	If the person, persons or entity empowered or selected under Section 12 of this Agreement to determine whether Indemnitee is
entitled to indemnification shall not have made a determination within thirty (30) days after receipt by the Company of the request
therefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall
be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact
necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or
(ii) a final judicial determination that any or all such indemnification is expressly prohibited under applicable law; provided,
however, that such 30-day period may be extended for a reasonable time, not to exceed an additional fifteen (15) days, if the person,
persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional
time for the obtaining or evaluating of documentation and/or information relating thereto.



 


		13.3	The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or
upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself
adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and
in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal
Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful.



 


		13.4	For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s
action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied
to Indemnitee by the directors or officers of the Enterprise in the course of their duties, or on the advice of legal counsel for
the Enterprise, its Board, any committee of the Board or any director, or on information or records given or reports made to the
Enterprise, its Board, any committee of the Board or any director, by an independent certified public accountant or by an appraiser
or other expert selected by the Enterprise, its Board, any committee of the Board or any director. The provisions of this Section
13.4 shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found
to have met the applicable standard of conduct set forth in this Agreement.



 


		13.5	The knowledge and/or actions, or failure to act, of any other director, officer, trustee, partner, managing member, fiduciary,
agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification
under this Agreement.



 


		14	REMEDIES OF INDEMNITEE



 


		14.1	In the event that (i) a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification
under this Agreement, (ii) advancement of Expenses, to the fullest extent permitted by applicable law, is not timely made pursuant
to Section 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section
12.1 of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification, (iv) payment
of indemnification is not made pursuant to Sections 5, 6, 7 or the last sentence of Section 12.1 of this Agreement within ten (10)
days after receipt by the Company of a written request therefor, (v) a contribution payment is not made in a timely manner pursuant
to Section 8 of this Agreement, (vi) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within
ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vii) payment to Indemnitee
pursuant to any hold harmless or exoneration rights under this Agreement or otherwise is not made within ten (10) days after receipt
by the Company of a written request therefor, Indemnitee shall be entitled to an adjudication by the Cayman Court to such indemnification,
hold harmless, exoneration, contribution or advancement rights. Alternatively, Indemnitee, at his option, may seek an award in
arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association.
Except as set forth herein, the provisions of Cayman Islands law (without regard to its conflict of laws rules) shall apply to
any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.



 






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		14.2	In the event that a determination shall have been made pursuant to Section 12.1 of this Agreement that Indemnitee is not entitled
to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 14 shall be conducted in all respects
as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination.
In any judicial proceeding or arbitration commenced pursuant to this Section 14, Indemnitee shall be presumed to be entitled to
be indemnified, held harmless, exonerated to receive advances of Expenses under this Agreement and the Company shall have the burden
of proving Indemnitee is not entitled to be indemnified, held harmless, exonerated and to receive advances of Expenses, as the
case may be, and the Company may not refer to or introduce into evidence any determination pursuant to Section 12.1 of this Agreement
adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 14,
Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 10 until a final determination is
made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or
lapsed).



 


		14.3	If a determination shall have been made pursuant to Section 12.1 of this Agreement that Indemnitee is entitled to indemnification,
the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 14,
absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s
statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification
under applicable law.



 


		14.4	The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section
14 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such
court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.



 


		14.5	The Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law against all Expenses and,
                                                            if requested by Indemnitee, shall (within ten (10) days after the Company’s receipt of such written request) pay to
                                                            Indemnitee, to the fullest extent permitted by applicable law, such Expenses which are incurred by Indemnitee in connection
                                                            with any judicial proceeding or arbitration brought by Indemnitee (i) to enforce his rights under, or to recover damages for
                                                            breach of, this Agreement or any other indemnification, hold harmless, exoneration, advancement or contribution agreement or
                                                            provision of the Articles now or hereafter in effect; or (ii) for recovery or advances under any insurance policy maintained
                                                            by any person for the benefit of Indemnitee, regardless of the outcome and whether
Indemnitee ultimately is determined to be entitled to such indemnification, hold harmless or exoneration right, advancement, contribution
or insurance recovery, as the case may be (unless such judicial proceeding or arbitration was not brought by Indemnitee in good
faith).



 






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		14.6	Interest shall be paid by the Company to Indemnitee at a rate to be agreed between the Company and the Indemnitee for amounts
which the Company indemnifies, holds harmless or exonerates, or is obliged to indemnify, hold harmless or exonerate for the period
commencing with the date on which Indemnitee requests indemnification, to be held harmless, exonerated, contribution, reimbursement
or advancement of any Expenses and ending with the date on which such payment is made to Indemnitee by the Company.



 


		15	SECURITY



 


Notwithstanding anything herein to the contrary except
for Section 27, to the extent requested by Indemnitee and approved by the Board, the Company may at any time and from time to time
provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded
trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written
consent of Indemnitee.


 


		16	NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION



 


		16.1	The rights of Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee
may at any time be entitled under applicable law, the Articles, any agreement, a vote of shareholders or a resolution of directors,
or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right
of Indemnitee under this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced
or completed) arising out of, or related to, any action taken or omitted by such Indemnitee in his Corporate Status prior to such
amendment, alteration or repeal. To the extent that a change in applicable law, whether by statute or judicial decision, permits
greater indemnification, hold harmless or exoneration rights or advancement of Expenses than would be afforded currently under
the Articles or this Agreement, then this Agreement (without any further action by the parties hereto) shall automatically be deemed
to be amended to require that the Company indemnify Indemnitee to the fullest extent permitted by law. No right or remedy herein
conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion
or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other
right or remedy.



 


		16.2	The Articles permit the Company to purchase and maintain insurance or furnish similar protection or make other arrangements
including, but not limited to, providing a trust fund, letter of credit, or surety bond (“Indemnification Arrangements”)
on behalf of Indemnitee against any liability asserted against him or incurred by or on behalf of him or in such capacity as a
director, officer, employee or agent of the Company, or arising out of his status as such, whether or not the Company would have
the power to indemnify him against such liability under the provisions of this Agreement, as it may then be in effect. The purchase,
establishment, and maintenance of any such Indemnification Arrangement shall not in any way limit or affect the rights and obligations
of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this
Agreement by the Company and Indemnitee shall not in any way limit or affect the
rights and obligations of the Company or the other party or parties thereto under any such Indemnification Arrangement.






 






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		16.3	To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers,
trustees, partners, managing members, fiduciaries, employees, or agents of the Company or of any other Enterprise which such person
serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms
to the maximum extent of the coverage available for any such director, officer, trustee, partner, managing member, fiduciary, employee
or agent under such policy or policies. If, at the time the Company receives notice from any source of a Proceeding as to which
Indemnitee is a party or a participant (as a witness or otherwise), the Company has director and officer liability insurance in
effect, the Company shall give prompt notice of such Proceeding to the insurers in accordance with the procedures set forth in
the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on
behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.



 


	16.4	In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the
rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including
execution of such documents as are necessary to enable the Company to bring suit to enforce such rights. 
	 	 
	16.5 	The Company’s
obligation to indemnify, hold harmless, exonerate or advance Expenses hereunder to Indemnitee who is or was serving at the request
of the Company as a director, officer, trustee, partner, managing member, fiduciary, employee or agent of any other Enterprise
shall be reduced by any amount Indemnitee has actually received as indemnification, hold harmless or exoneration payments or advancement
of expenses from such Enterprise. Notwithstanding any other provision of this Agreement to the contrary except for Section 27,
(i) Indemnitee shall have no obligation to reduce, offset, allocate, pursue or apportion any indemnification, hold harmless, exoneration,
advancement, contribution or insurance coverage among multiple parties possessing such duties to Indemnitee prior to the Company’s
satisfaction and performance of all its obligations under this Agreement, and (ii) the Company shall perform fully its obligations
under this Agreement without regard to whether Indemnitee holds, may pursue or has pursued any indemnification, advancement, hold
harmless, exoneration, contribution or insurance coverage rights against any person or entity other than the Company.



 


		17	DURATION OF AGREEMENT



 


All agreements and obligations of the Company contained
herein shall continue during the period Indemnitee serves as a director or officer of the Company or as a director, officer, trustee,
partner, managing member, fiduciary, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit
plan or other Enterprise which Indemnitee serves at the request of the Company and shall continue thereafter so long as Indemnitee
shall be subject to any possible Proceeding (including any rights of appeal thereto and any Proceeding commenced by Indemnitee
pursuant to Section 14 of this Agreement) by reason of his Corporate Status, whether or not he is acting in any such capacity at
the time any liability or expense is incurred for which indemnification can be provided under this Agreement.


 


		18	SEVERABILITY



 


If any provision or provisions of this Agreement shall be held
to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining
provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid,
illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby
and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed
to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c)
to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section, paragraph
or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid,
illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.


 






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		19	ENFORCEMENT AND BINDING EFFECT



 


		19.1	The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it
hereby in order to induce Indemnitee to serve as a director, officer or key employee of the Company, and the Company acknowledges
that Indemnitee is relying upon this Agreement in serving as a director, officer or key employee of the Company.



 


		19.2	Without limiting any of the rights of Indemnitee under the Articles as they may be amended from time to time, this Agreement
constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior
agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.



 


		19.3	The indemnification, hold harmless, exoneration and advancement of expenses rights provided by or granted pursuant to this
Agreement shall be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including
any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or
assets of the Company), shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company
or of any other Enterprise at the Company’s request, and shall inure to the benefit of Indemnitee and his or her spouse,
assigns, heirs, devisees, executors and administrators and other legal representatives.



 


		19.4	The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise)
to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and
substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform if no such succession had taken place.



 


		19.5	The Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be inadequate,
impracticable and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the
parties hereto agree that Indemnitee may enforce this Agreement by seeking, among other things, injunctive relief and/or specific
performance hereof, without any necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or
specific performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to which he may be entitled.
The Company and Indemnitee further agree that Indemnitee shall be entitled to such specific performance and injunctive relief,
including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bonds
or other undertaking in connection therewith. The Company acknowledges that in the absence of a waiver, a bond or undertaking may
be required of Indemnitee by a Court of competent jurisdiction and the Company hereby waives any such requirement of such a bond
or undertaking.



 






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		20	MODIFICATION AND WAIVER



 


No supplement, modification or amendment of this Agreement
shall be binding unless executed in writing by the parties hereto. No waiver of any of the provisions of this Agreement shall be
deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver.


 


		21	NOTICES



 


All notices, requests, demands and other communications
under this Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered by hand and receipted for
by the party to whom said notice or other communication shall have been directed, or (ii) mailed by certified or registered
mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed:


 


		(a)	If to Indemnitee, at the address Indemnitee shall provide in writing to the Company.



 


		(b)	If to the Company, to:



TPG Pace Beneficial II Corp.

301 Commerce Street, Suite 3300

Forth Worth, TX 76102

Attn: Office of the General Counsel



Facsimile: (817) 871-4001


 


With a copy, which shall not constitute notice, to:


 


Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

Attn: Alex Lynch, Esq.


 


or to any other address as may have been furnished to
Indemnitee in writing by the Company.


 


		22	APPLICABLE LAW AND CONSENT TO JURISDICTION



 


This Agreement and the legal relations among the parties
shall be governed by, and construed and enforced in accordance with, the laws of the Cayman Islands, without regard to its conflict
of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 of this Agreement, the Company
and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection
with this Agreement shall be brought only in the Cayman Court and not in any other state or federal court in the United States
of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Cayman Court for purposes
of any action or proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of venue
of any such action or proceeding in the Cayman Court; and (d) waive, and agree not to plead or to make, any claim that any such
action or proceeding brought in the Cayman Court has been brought in an improper or inconvenient forum, or is subject (in whole
or in part) to a jury trial.


 






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		23	IDENTICAL COUNTERPARTS



 


This Agreement may be executed in one or more counterparts,
each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement.
Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence
of this Agreement.


 


		24	MISCELLANEOUS



 


Use of the masculine pronoun shall be deemed to include
usage of the feminine pronoun where appropriate. The headings of the paragraphs of this Agreement are inserted for convenience
only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.


 


		25	PERIOD OF LIMITATIONS



 


No legal action shall be brought and no cause of action
shall be asserted by or in the right of the Company against Indemnitee, Indemnitee’s spouse, heirs, executors or personal
or legal representatives after the expiration of two years from the date of accrual of such cause of action, and any claim or cause
of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within
such two-year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of
action such shorter period shall govern.


 


		26	ADDITIONAL ACTS



 


If for the validation of any of the provisions in
this Agreement any act, resolution, approval or other procedure is required, the Company undertakes to cause such act, resolution,
approval or other procedure to be affected or adopted in a manner that will enable the Company to fulfil its obligations under
this Agreement.


 


		27	WAIVER OF CLAIMS TO TRUST ACCOUNT



 


Indemnitee hereby agrees that it does not have any
right, title, interest or claim of any kind (each, a “Claim”) in or to any monies in the trust account established
in connection with the Company’s initial public offering for the benefit of the Company and holders of shares issued in such
offering, and hereby waives any Claim it may have in the future as a result of, or arising out of, any services provided to the
Company and will not seek recourse against such trust account for any reason whatsoever.


 


[SIGNATURE PAGE FOLLOWS]


 






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IN WITNESS WHEREOF, the parties hereto have caused this
Indemnity Agreement to be signed as of the day and year first above written.


 


	 	TPG PACE BENEFICIAL II CORP.







 


	 	By:	 




	 	Name:




	 	Title:




 


		By:	 




	 	Name:




	 	Title:




 











[Signature
Page to Indemnity Agreement]