Exhibit 10.3


 





INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management Trust Agreement
(this “Agreement”) is made effective as of [●], 2021, by and between TPG Pace Beneficial II Corp.,
a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company,
a New York corporation (the “Trustee”).


 


WHEREAS, the Company’s registration
statement on Form S-1, Registration Statement No. 333-254008 (the “Registration Statement”) and prospectus
(the “Prospectus”) for the initial public offering of the Company’s Class A ordinary shares, par
value $0.0001 per share (the “Ordinary Shares”) (such initial public offering hereinafter referred to
as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange
Commission; and


 


WHEREAS, the Company has entered
into an Underwriting Agreement (the “Underwriting Agreement”) with Deutsche Bank Securities, Inc., J.P.
Morgan Securities LLC and Goldman Sachs & Co. LLC as representatives (the “Representatives”) of the
several underwriters (the “Underwriters”) named therein; and


 


WHEREAS, as described in the Registration
Statement, an aggregate of $350,000,000 from the proceeds of the Offering and sale of the Private Placement Shares (as defined
in the Underwriting Agreement) (or $402,500,000 if the Underwriters’ over-allotment option is exercised in full) will be
delivered to the Trustee to be deposited and held in a segregated trust account located at all times in the United States (the
 “Trust Account”) for the benefit of the Company and the holders of Ordinary Shares issued in the Offering
as hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to
herein as the “Property,” the shareholders for whose benefit the Trustee shall hold the Property will
be referred to as the “Public Shareholders,” and the Public Shareholders and the Company will be referred
to together as the “Beneficiaries”); and


 


WHEREAS, pursuant to the Underwriting
Agreement, a portion of the Property equal to $12,250,000, or $14,087,500 if the Underwriters’ over-allotment option is exercised
in full is attributable to deferred underwriting discounts and commissions that may be payable by the Company to the Underwriters
upon the consummation of the Business Combination (as defined below) (the “Deferred Discount”); and


 


WHEREAS, the Company and the Trustee
desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.


 


NOW THEREFORE, IT IS AGREED:


 


1.                 
Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a)              
Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established
by the Trustee at a branch office of J.P. Morgan Chase Bank, N.A. located in the United States and at a brokerage institution selected
by the Trustee that is reasonably satisfactory to the Company;


 






    


     


    

 


(b)              
 Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c)              
In a timely manner, upon the written instruction of the Company, invest and reinvest the Property in United States government
securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 180 days
or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated
under the Investment Company Act of 1940, as amended, which invest only in direct U.S. government treasury obligations, as determined
by the Company; the Trustee may not invest in any other securities or assets, it being understood that the Trust Account will earn
no interest while account funds are uninvested awaiting the Company’s instructions hereunder;


 


(d)              
Collect and receive, when due, all interest or other income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 


(e)              
Promptly notify the Company and the Representatives of all communications received by the Trustee with respect to any Property
requiring action by the Company;


 


(f)               
Supply any necessary information or documents as may be requested by the Company (or its authorized agents) in connection
with the Company’s preparation of the tax returns relating to assets held in the Trust Account;


 


(g)              
Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as
and when instructed by the Company to do so;


 


(h)              
Render to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all
receipts and disbursements of the Trust Account;


 


(i)                 Commence
liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a
letter from the Company (“Termination Letter”) in a form substantially similar to that attached
hereto as either Exhibit A or Exhibit B signed on behalf of the Company by its President, Chief Financial Officer or
Non-Executive Chairman of the board of directors (the “Board”) or other authorized officer of the
Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including
interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up
to $100,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination
Letter and the other documents referred to therein; or (y) upon the date which is 24 months after the closing of the
Offering, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account
shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the
Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released
to the Company to pay its taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution
expenses), shall be distributed to the Public Shareholders of record as of such date;


 



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(j)                
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached
hereto as Exhibit C (a “Tax Payment Withdrawal Instruction”), withdraw from the Trust Account and distribute
to the Company the amount of interest earned on the Property requested by the Company to cover any tax obligation owed by the Company
as a result of assets of the Company or interest or other income earned on the Property, which amount shall be delivered directly
to the Company by electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to the
relevant taxing authority; provided, however, that to the extent there is not sufficient cash in the Trust Account
to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company
in writing to make such distribution, so long as there is no reduction in the principal amount initially deposited in the Trust
Account; provided, further, that if the tax to be paid is a franchise tax, the written request by the Company to
make such distribution shall be accompanied by a copy of the franchise tax bill for the Company and a written statement from the
principal financial officer of the Company setting forth the actual amount payable (it being acknowledged and agreed that any such
amount in excess of interest income earned on the Property shall not be payable from the Trust Account). The written request of
the Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee
shall have no responsibility to look beyond said request;


 


(k)              
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached
hereto as Exhibit D (a “Shareholder Redemption Withdrawal Instruction”), the Trustee shall distribute
on behalf of the Company the amount requested by the Company to be used to redeem Ordinary Shares from Public Shareholders properly
submitted in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum
and articles of association to modify the substance or timing of the Company’s obligation to redeem 100% of its Ordinary
Shares if the Company has not consummated an initial Business Combination within such time as is described in the Company’s
amended and restated memorandum and articles of association. The written request of the Company referenced above shall constitute
presumptive evidence that the Company is entitled to distribute said funds, and the Trustee shall have no responsibility to look
beyond said request; and


 


(l)                
Not make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), (j) or (k) above.


 


2.                 
Agreements and Covenants of the Company. The Company hereby agrees and covenants to:


 


(a)               Give
all instructions to the Trustee hereunder in writing, signed by the Company’s Non-Executive Chairman of the Board,
President or Chief Financial Officer. In addition, except with respect to its duties under Sections 1(i), 1(j) and 1(k)
hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or
instruction which it, in good faith and with reasonable care, believes to be given by any one of the persons authorized above
to give written instructions, provided that the Company shall promptly confirm such instructions in writing;


 






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(b)              
Subject to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses,
including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it
hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection
with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or
the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence,
fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any
action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall
notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The
Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided that the Trustee
shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld.
The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent
shall not be unreasonably withheld. The Company may participate in such action with its own counsel;


 


(c)              
Pay the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee,
and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood
that the Property shall not be used to pay such fees unless and until it is distributed to the Company pursuant to Sections
1(i) through 1(j) hereof. The Company shall pay the Trustee the initial acceptance fee and the first annual administration
fee at the consummation of the Offering. The Trustee shall refund to the Company the annual administration fee (on a pro rata basis)
with respect to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees
or charges of the Trustee except as set forth in this Section 2(c), Schedule A and as may be provided in Section 2(b) hereof;


 


(d)              
In connection with any vote of the Company’s shareholders regarding a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination involving the Company and one or more businesses (a “Business
Combination”), provide to the Trustee an affidavit or certificate of the inspector of elections for the shareholder
meeting verifying the vote of such shareholders regarding such Business Combination;


 


(e)              
Provide the Representatives with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the
Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same;


 


(f)               
Instruct the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing
the Trustee to make any distributions that are not permitted under this Agreement; and


 


(g)              
 Within four (4) business days after the Underwriters exercise the over-allotment option (or any unexercised portion thereof)
or such over-allotment expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount, which
shall in no event be less than $12,250,000.


 






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3.                 
Limitations of Liability. The Trustee shall have no responsibility or liability to:


 


(a)              
Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other
than this Agreement and that which is expressly set forth herein;


 


(b)              
Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no
liability to any party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 


(c)              
Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend
any proceeding of any kind with respect to, any of the Property unless and until it shall have received instructions from the Company
given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses
incident thereto;


 


(d)              
Refund any depreciation in principal of any Property;


 


(e)              
Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing
unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority
to the Trustee;


 


(f)               
The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken
or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful
misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion
or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument,
report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also
as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable
care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice
or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced
by a written instrument delivered to the Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee
are affected, unless it shall give its prior written consent thereto;


 


(g)              
Verify the accuracy of the information contained in the Registration Statement;


 






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(h)              
 Provide any assurance that any Business Combination entered into by the Company or any other action taken by the Company
is as contemplated by the Registration Statement;


 


(i)                
File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide
periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income
earned on the Property;


 


(j)                
Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated
by, and activities relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company,
including, but not limited to, franchise and income tax obligations, except pursuant to Section 1(j) hereof; or


 


(k)              
Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections
1(i), 1(j) and 1(k) hereof.


 


4.                 
Trust Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account
that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including,
without limitation, under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against
the Company and its assets outside the Trust Account and not against the Property or any monies in the Trust Account.


 


5.                 
Termination. This Agreement shall terminate as follows:


 


(a)              
If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use
its reasonable efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement.
At such time that the Company notifies the Trustee that a successor trustee has been appointed and has agreed to become subject
to the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including
but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement
shall terminate; provided, however, that in the event that the Company does not locate a successor trustee within
ninety (90) days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property
deposited with any court in the State of New York or with the United States District Court for the Southern District of New York
and upon such deposit, the Trustee shall be immune from any liability whatsoever; or


 


(b)              
At such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with
the provisions of Section 1(i) hereof and distributed the Property in accordance with the provisions of the Termination Letter,
this Agreement shall terminate except with respect to Section 2(b).


 






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6.                 
 Miscellaneous.


 


(a)              
The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect
to funds transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information
relating to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason
to believe unauthorized persons may have obtained access to such confidential information, or of any change in its authorized personnel.
In executing funds transfers, the Trustee shall rely upon all information supplied to it by the Company, including, account names,
account numbers, and all other identifying information relating to a Beneficiary, Beneficiary’s bank or intermediary bank.
Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not
be liable for any loss, liability or expense resulting from any error in the information or transmission of the funds.


 


(b)              
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without
giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
This Agreement may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and
together shall constitute but one instrument.


 


(c)              
This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter
hereof. Except for Sections 1(i) and 1(k) hereof (which sections may not be modified, amended or deleted without the affirmative
vote of sixty five percent (65%) or more of the then issued and outstanding Ordinary Shares and Class F ordinary shares, par value
$0.0001 per share, of the Company voting together as a single class; provided that no such amendment will affect any Public Shareholder
who has otherwise indicated his election to redeem his Ordinary Shares in connection with a shareholder vote sought to amend this
Agreement), this Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical
error) by a writing signed by each of the parties hereto.


 


(d)              
The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York,
State of New York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING
TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


 


(e)              
Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be
in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested),
by hand delivery or by facsimile transmission:


 


if to the Trustee, to:



Continental Stock Transfer & Trust Company

17 Battery Place


New York, New York 10004


Attn:

Fax No.:


 






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if to the Company, to:



TPG Pace Beneficial II Corp.


301 Commerce Street, Suite 3300


Fort Worth, TX 76102


Attn: Office of the General Counsel


Fax No.: (817) 871-4001


 


in each case, with copies to:






Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

Attn: Alexander D. Lynch, Esq.

Fax No.: (212) 310-8007






and



Deutsche Bank Securities Inc.


60 Wall Street


New York, NY 10005


Attn:


Fax:


 


 and




 


J.P. Morgan Securities LLC


383 Madison Avenue


New York, New York 10179


Attn:


Tel:


Fax:


 


 and




 


Goldman Sachs & Co. LLC


200 West Street


New York, New York 10282


Attn:


Tel:


Fax:


 






    8


     


    

 


       and



 


Ropes & Gray LLP


1211 Avenue of the Americas


New York, New York 10036


Attn: Paul D. Tropp, Esq.


Christopher Capuzzi, Esq.


Fax: (212) 596-9090


 


(f)               
This Agreement may not be assigned by the Trustee without the prior consent of the Company.


 


(g)              
Each of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized
to enter into this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and
agrees that it shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled
to any funds in the Trust Account under any circumstance.


 


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


 


(i)                
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile
or electronic transmission shall constitute valid and sufficient delivery thereof.


 


(j)                
Each of the Company and the Trustee hereby acknowledges and agrees that the Representatives, on behalf of the Underwriters,
are third party beneficiaries of this Agreement.


 


(k)              
Except as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any
other person or entity.


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF, the parties have
duly executed this Investment Management Trust Agreement as of the date first written above.


 


 


	 	Continental Stock Transfer & Trust Company, as Trustee
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	TPG Pace Beneficial II Corp.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 



 


[Signature Page to Investment Management
Trust Agreement]


 









    


     


    







 


SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial acceptance fee	 	Initial closing of Offering by wire transfer.	 	$	3,500.00	 
	Annual fee	 	First year, initial closing of Offering by wire transfer, thereafter on the anniversary of the effective date of the Offering by wire transfer or check.	 	$	10,000.00	 
	Transaction processing fee for disbursements to Company under Sections 1(i), 1(k) and 1(j)	 	Deduction by Trustee from accumulated income following disbursement made to Company under Section 1	 	$	250.00	 
	Paying Agent services as required pursuant to Section 1(i)	 	Billed to Company upon delivery of service pursuant to Section 1(i)	 	 	Prevailing rates	 



 









    Sched. A-1


     


    

 


EXHIBIT A

[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

17 Battery Place


New York, New York 10004


Attn:






Re: Trust Account No. [●] Termination Letter


 


Gentlemen:


 


Pursuant to Section 1(i) of the Investment
Management Trust Agreement between TPG Pace Beneficial II Corp. (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (the
 “Trust Agreement”), this is to advise you that the Company has entered into an agreement with
[●] (the “Target Business”) to consummate a business combination with Target Business (the
 “Business Combination”) on or about [insert date]. The Company shall notify you at least
forty-eight (48) hours in advance of the actual date of the consummation of the Business Combination (the
 “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set
forth in the Trust Agreement.


 


In accordance with the terms of the Trust
Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account on [insert date], and
to transfer the proceeds to the above-referenced trust checking account at J.P. Morgan Chase Bank, N.A. to the effect that, on
the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or
accounts that the Company and the Representatives (with respect to the Deferred Discount) shall direct on the Consummation Date.
It is acknowledged and agreed that while the funds are on deposit in the trust checking account at J.P. Morgan Chase Bank, N.A.
awaiting distribution, neither the Company nor the Representatives will earn any interest or dividends.


 


On the Consummation Date (i) counsel
for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be
consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the
 “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of the
President, which verifies that the Business Combination has been approved by a vote of the Company’s shareholders, if a
vote is held and (b) joint written instruction signed by the Company and the Representatives with respect to the transfer of
the funds held in the Trust Account, including express instruction to pay the Deferred Discount from the Trust Account
directly to the account or accounts directed by the Representatives (the “Instruction Letter”). You
are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the
Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain
deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the
Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account
and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments
necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust
Agreement shall be terminated.


 






     A-2


     


    

 


In the event that the Business Combination
is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original
Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds
held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately
following the Consummation Date as set forth in such written instruction as soon thereafter as possible.


 


	 	Very truly yours,
	 	 
	 	TPG Pace Beneficial II Corp.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


	cc:	Deutsche Bank Securities Inc.
	 	J.P. Morgan Securities LLC
	 	Goldman Sachs & Co. LLC




 






     A-3


     


    

 


 


EXHIBIT B



[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

17 Battery Place


New York, New York 10004


Attn:


 


Re: Trust Account No. [            ] Termination Letter


 


Gentlemen:


 


Pursuant to Section 1(i) of the Investment
Management Trust Agreement between TPG Pace Beneficial II Corp. (the “Company”) and Continental Stock
Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (the “Trust Agreement”),
this is to advise you that the Company has been unable to effect a business combination with a Target Business the time frame specified
in the Company’s Amended and Restated Memorandum and Articles of Association, as described in the Company’s Prospectus
relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust
Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account on          , 20  ,           and to transfer the total proceeds
to the trust checking account at J.P. Morgan Chase Bank, N.A. to await distribution to the Public Shareholders. The Company has
selected [●] as the record date for the purpose of determining the Public Shareholders entitled to receive their share of
the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute
said funds directly to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement and the amended
and restated memorandum and articles of association of the Company. Upon the distribution of all the funds, your obligations under
the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(j) of the Trust Agreement.


 





	 	Very truly yours,
	 	 
	 	TPG Pace Beneficial II Corp.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	cc:	Deutsche Bank Securities Inc.
	 	J.P. Morgan Securities LLC
	 	Goldman Sachs & Co. LLC




 






    B-1


     


    

 


EXHIBIT C



[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

17 Battery Place


New York, New York 10004


Attn:


 


Re: Trust Account No. [●] Tax Payment Withdrawal
Instruction


 


Gentlemen:


 


Pursuant to Section 1(j) of the Investment
Management Trust Agreement between TPG Pace Beneficial II Corp. (the “Company”) and Continental Stock
Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (the “Trust Agreement”),
the Company hereby requests that you deliver to the Company $[●] of the interest income earned on the Property as of the
date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such funds to pay for
the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement,
you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to
the Company’s operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 





	 	Very truly yours,
	 	 
	 	TPG Pace Beneficial II Corp.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 


	cc:	Deutsche Bank Securities Inc.
	 	J.P. Morgan Securities LLC
	 	Goldman Sachs & Co. LLC







 



    C-1


     


    




 


EXHIBIT D


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

 17 Battery Place


New York, New York 10004


Attn:



 


	 	Re:	Trust Account No. [●] Shareholder Redemption Withdrawal Instruction


 


Gentlemen:


 


Pursuant to Section
1(k) of the Investment Management Trust Agreement between TPG Pace Beneficial II Corp. (the
 “Company”) and Continental Stock Transfer & Trust Company (the
 “Trustee”), dated as
of              , 2021 (the “Trust
Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company
$[●] of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not
defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such funds to pay its
Public Shareholders who have properly elected to have their Ordinary Shares redeemed by the Company in connection with a shareholder
vote to approve an amendment to the Company’s amended and restated memorandum and articles of association to modify the substance
or timing of the Company’s obligation to redeem 100% of its Ordinary Shares if the Company has not consummated an initial
Business Combination within such time as is described in the Company’s amended and restated memorandum and articles of association.
As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter
to the redeeming Public Shareholders in accordance with your customary procedures.


 


	 	Very truly yours,
	 	 
	 	TPG Pace Beneficial II Corp.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	cc:	
        Deutsche Bank Securities Inc.

        J.P. Morgan Securities LLC

        Goldman Sachs & Co. LLC



 



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