Exhibit 10.10


 


Execution
Version


 


FORWARD PURCHASE AGREEMENT


 


This Forward Purchase
Agreement (this “Agreement”) is entered into as of March 18, 2021, between TPG Pace Beneficial II Corp., a Cayman
Islands exempted company (the “Company”), other third parties (each, a “Purchaser”, and collectively,
the “Purchasers”) and TPG Pace Beneficial II Sponsor, Series LLC, a Delaware series limited liability company
(the “Sponsor”), solely for the purposes of Section 9(t). The amount of Class A Shares (as defined below)
subject to forward purchase by each Purchaser will be set forth, from time to time, in an appendix hereto.


 


RECITALS


 


WHEREAS, the Company
was formed for the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization or
similar business combination with one or more businesses (a “Business Combination”);


 


WHEREAS, the Company
has filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1
(the “Registration Statement”) for its initial public offering (“IPO”) of 35,000,000 Class
A ordinary shares, par value $0.0001 (the “Class A Shares”) (or 40,250,000 Class A Shares if the IPO over-allotment
option is exercised in full), which amounts may be adjusted in connection with the Company’s marketing efforts relating to
the IPO, at a price of $10.00 per Class A Share (the “Public Shares”);


 


WHEREAS, following
the closing of the IPO (the “IPO Closing”), the Company will seek to identify and consummate a Business Combination;


 


WHEREAS, TPG Holdings
III, L.P. (“TPG Holdings III”), a Delaware limited partnership, will enter into a forward purchase agreement,
pursuant to which, immediately prior to the consummation of the Company’s Business Combination (the “Business Combination
Closing”), the Company shall issue and sell to TPG Holdings III, and TPG Holdings III shall purchase in the aggregate
from the Company, on a private placement basis, no less than 5,000,000 of forward purchase shares, consisting of 5,000,000 Class
A Shares at a price of $10.00 per Class A Share; and


 


WHEREAS, pursuant to
this Agreement, immediately prior to the Business Combination Closing, the Purchasers shall purchase in the aggregate from the
Company, on a private placement basis, no less than 12,500,000 Class A Shares at a price of $10.00 per Class A Share (the “Forward
Purchase Shares”) at an aggregate purchase price of $125,000,000 (the “Forward Purchase Price”), in
accordance with Section 1 herein and otherwise in accordance with the terms and conditions set forth herein.


 


NOW, THEREFORE, in
consideration of the promises, representations, warranties and the mutual covenants contained in this Agreement, and for other
good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree
as follows:


 








    


     


    

 


AGREEMENT


 


1.                 
Sale and Purchase.


 


(a)              
Forward Purchase Shares.


 


(i)                
Forward Purchase. As provided in this Agreement, immediately prior to the Business Combination Closing, the Purchasers
shall purchase no less than 12,500,000 Forward Purchase Shares at a price of $10.00 per Forward Purchase Share, and each Purchaser
shall severally and not jointly purchase such number of Forward Purchase Shares as set forth on such Purchaser’s signature
page (the “Forward Purchase”). The Forward Purchase shall be effectuated, if at all, in one or more private
placements of Forward Purchase Shares. The Forward Purchase is subject to the approval of the Company’s board of directors
(“Board of Directors”). The Company and each Purchaser may determine, by mutual agreement, to increase the number
of Forward Purchase Shares at any time prior to the Company’s Business Combination.


 


(ii)             
The Company shall require the Purchasers to purchase the Forward Purchase Shares by delivering notice (a “Notice”)
to each Purchaser, at least ten (10) Business Days before the funding of the Forward Purchase Price, specifying the anticipated
date of the Business Combination Closing. At least two (2) Business Days before the anticipated date of the Business Combination
Closing specified in each Notice, each Purchaser shall fund the Forward Purchase Price in an amount set forth in each respective
Notice in full in free and clear funds (to an account notified by the Company to the Purchaser). If the Business Combination Closing
does not occur within ten (10) days after the Purchasers fund the Forward Purchase Price in full, each respective amount of the
Forward Purchase Price shall automatically return to each respective Purchaser, provided that the return of the Forward Purchase
Price shall not terminate this Agreement or otherwise relieve any party of any of its obligations hereunder. For the purposes of
this Agreement, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday
nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York,
New York. Each Purchaser’s obligation to consummate the Forward Purchase set forth in this Section 1(a)(ii) shall
not be transferable or assignable by each Purchaser, except as set forth in Section 4(c) and Section 9(t).


 


(iii)           
The closing of the sale of the Forward Purchase Shares by each Purchaser (the “Forward Closing”) shall
be held on the day immediately prior to, or on the same date and immediately prior to, the Business Combination Closing. At the
Forward Closing, the Company shall issue to each Purchaser the Forward Purchase Shares, equal to the amount of the Forward Purchase
set forth in each Notice.


 


(iv)             At
the Forward Closing, upon payment of the Forward Purchase Price, the Company shall issue the Forward Purchase Shares to the
Purchasers in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under
state or federal securities laws), registered in the name of each Purchaser (or its nominee in accordance with its delivery
instructions), or to a custodian designated by each Purchaser, as applicable, pursuant to written instructions delivered by
each Purchaser.


 






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(b)              
Legends. Each book entry for the Forward Purchase Shares shall contain a notation, and each certificate (if any)
evidencing the Forward Purchase Shares shall be stamped or otherwise imprinted with a legend, in substantially the following form:


 


“THE SECURITIES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION,
AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS. THE SALE, PLEDGE, HYPOTHECATION, OR TRANSFER OF THE SECURITIES REPRESENTED
HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN FORWARD PURCHASE AGREEMENT BY AND AMONG THE HOLDER AND THE COMPANY.
COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.”


 


(c)              
Certificates. The Company shall cooperate with a Purchaser, at its request, to facilitate the timely preparation
and delivery of physical certificates representing the Forward Purchase Shares and enable such certificates to be in such denominations
or amounts, as the case may be, as the Purchasers may reasonably request and registered in such names as the Purchasers may request.
Any such physical certificates shall be stamped or otherwise imprinted with a legend substantially in the form set forth in Section
1(b).


 


(d)              
Legend Removal. If the Forward Purchase Shares are eligible to be sold without restriction under, and without the
Company being in compliance with the current public information requirements of, Rule 144 under the Securities Act of 1933, as
amended (the “Securities Act”), then at the Purchasers’ request, the Company will cause the Company’s
transfer agent to remove the legend set forth in Section 1(b) and Section 1(c). In connection therewith, if required
by the Company’s transfer agent, the Company will promptly cause an opinion of counsel to be delivered to and maintained
with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent that
authorize and direct the transfer agent to issue such Forward Purchase Shares without any such legend.


 


2.                 
Representations and Warranties of the Purchasers. Each Purchaser represents and warrants to the Company
and the Placement Agents (as defined below) as follows, as of the date hereof:


 


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


 


(b)               Authorization.
This Agreement has been duly authorized, executed and delivered by the Purchaser. This Agreement, when executed and delivered
by the Purchaser, will constitute the valid and legally binding obligation of the Purchaser, enforceable against the
Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights
generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable
remedies, or (iii) to the extent the indemnification provisions contained in the Registration Rights (as defined below) may
be limited by applicable federal or state securities laws.


 






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


 


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


 


(e)              
Purchase Entirely for Own Account. This Agreement is made with the Purchaser in reliance upon the Purchaser’s
representation to the Company, which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that
the Forward Purchase Shares to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account,
not as a nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of any state or federal
securities laws, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing
the same in violation of law (other than as set forth herein). By executing this Agreement, the Purchaser further represents that
the Purchaser does not presently have any contract, undertaking, agreement or arrangement with any Person (other than another the
Purchaser, if applicable) to sell, transfer or grant participations to such Person, with respect to any of the Forward Purchase
Shares. For purposes of this Agreement, “Person” means an individual, a limited liability company, a partnership,
a joint venture, a corporation, a trust, an unincorporated organization, any other entity or any government or any department or
agency thereof.


 






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(f)                Disclosure
of Information. In making its decision to purchase the Forward Purchase Shares, the Purchaser represents that it has
relied solely upon independent investigation made by the Purchaser. The Purchaser acknowledges and agrees that the Purchaser
has received such information as Purchaser deems necessary in order to make an investment decision with respect to the
Forward Purchase Shares. The Purchaser represents and agrees that the Purchaser and the Purchaser’s professional
advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as
the Purchaser and such the Purchaser’s professional advisor(s), if any, have deemed necessary to make an investment
decision with respect to the Forward Purchase Shares. Without limiting the generality of the foregoing, the Purchaser
acknowledges that it is not relying upon, and has not relied upon, any
statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Company, Deutsche
Bank Securities Inc., J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, Northland Securities, Inc. and Siebert
Williams Shank & Co. (collectively, the “Placement Agents”), any of their respective affiliates or any
control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the
statements, representations and warranties of Company expressly contained in Section 3 of this Agreement, in making its
investment or decision to invest in the Company. The Purchaser further acknowledges and agrees that the Placement Agents and
their affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the
foregoing have not made any independent investigation with respect to the Company or its subsidiaries or any of their
respective businesses, or the Shares or the accuracy, completeness or adequacy of any information supplied to the Purchaser
by the Company. The Purchaser further acknowledges and agrees that in connection with the issue and purchase of the Shares,
the Placement Agents have not acted as its financial advisor or fiduciary.


 


(g)              
Restricted Forward Purchase Shares. The Purchaser understands that the offer and sale of the Forward Purchase Shares
to the Purchaser has not been, and will not be, registered under the Securities Act by reason of a specific exemption from the
registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent
and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase
Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these
laws, the Purchaser must hold the Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by
state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges
that the Company has no obligation to register or qualify the Forward Purchase Shares for resale, except as provided herein (the
 “Registration Rights”). The Purchaser further acknowledges that if an exemption from registration or qualification
is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding
period for the Forward Purchase Shares, and on requirements relating to the Company which are outside of the Purchaser’s
control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser understands that the offering
of the Forward Purchase Shares is not and is not intended to be part of the IPO, and that the Purchaser will not be able to rely
on the protection of Section 11 of the Securities Act with respect to such Forward Purchase Shares.


 


(h)               No
Public Market. The Purchaser understands that the Forward Purchase Shares are being offered in a transaction not
involving any public offering within the meaning of the Securities Act and that the Forward Purchase Shares have not been
registered under the Securities Act. The Purchaser understands and agrees that the Forward Purchase Shares will be subject to
transfer restrictions and, as a result of these transfer restrictions, the Purchaser may not be able to readily resell the
Forward Purchase Shares and may be required to bear the financial risk of an investment in the Forward Purchase Shares for an
indefinite period of time. The Purchaser understands that no public market now exists for the Forward Purchase Shares, and
that the Company has made no assurances that a public market will ever exist for the Forward Purchase Shares.


 






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(i)                
High Degree of Risk. The Purchaser acknowledges that it is aware that there are substantial risks incident to the
purchase and ownership of the Forward Purchase Shares. The Purchaser has such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of an investment in the Forward Purchase Shares, and the Purchaser
has sought such accounting, legal and tax advice as the Purchaser has considered necessary to make an informed investment decision.
The Purchaser has adequately analyzed and fully considered the risks of an investment in the Forward Purchase Shares and determined
that the Forward Purchase Shares are a suitable investment for the Purchaser and that the Purchaser is able at this time and in
the foreseeable future to bear the economic risk of a total loss of the Purchaser’s investment in the Company. The Purchaser
acknowledges specifically that a possibility of total loss exists.


 


(j)                
Accredited Investor. The Purchaser (i) is either (a) an Institutional
Account as defined in FINRA Rule 4512(c) or (b) is a “qualified institutional buyer” (as defined in Rule 144A
under the Securities Act) or an institutional “accredited investor” (within the meaning of Rule 501(a)(1), (2),
(3), (7), (9) or (12) under the Securities Act), (ii) is acquiring the Forward Purchase Shares only for its own account and
not for the account of others, or if the Purchaser is subscribing for the Forward Purchase Shares as a fiduciary or agent for one
or more investor accounts, each owner of such account is a qualified institutional buyer and the Purchaser has full investment
discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and
agreements herein on behalf of each owner of each such account, and (iii) is not acquiring the Forward Purchase Shares with
a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act. The Purchaser
is not an entity formed for the specific purpose of acquiring the Forward Purchase Shares. The Purchaser qualifies under the exemptions
from filing under FINRA Rule 5123(b)(1)(C) or (J).


 


(k)               No
General Solicitation. The Purchaser and its officers, directors, employees, agents, shareholders or partners became aware
of this offering of the Forward Purchase Shares solely by means of direct contact between Purchaser and the Company or a
representative of the Company, and the Forward Purchase Shares were offered to Purchaser solely by direct contact between
Purchaser and the Company or a representative of the Company. Purchaser did not become aware of this offering of the Forward
Purchase Shares, nor were the Forward Purchase Shares offered to Purchaser, by any other means. Purchaser acknowledges that
the Company represents and warrants that the Forward Purchase Shares (i) were not offered by any form of general
solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in
a distribution in violation of, the Securities Act, any state securities laws or any applicable laws of any other
jurisdiction.


 


(l)                
Residence. The Purchaser’s principal place of business is the office or offices located at the address of the
Purchaser set forth on the signature page hereof.


 






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(m)            
 Non-Public Information. The Purchaser acknowledges its obligations under applicable securities laws with respect
to the treatment of material non-public information relating to the Company.


 


(n)              
Adequacy of Financing. The Purchaser has available to it sufficient funds to satisfy its obligations under this Agreement.


 


(o)              
Affiliation of Certain FINRA Members. The Purchaser is neither a person associated nor affiliated with Deutsche Bank
Securities Inc., J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, Northland Securities, Inc. and Siebert Williams Shank
 & Co., or, to its actual knowledge, any other member of the Financial Industry Regulatory Authority (“FINRA”)
that is participating in the IPO.


 


(p)              
Non-Prohibited Investor. The Purchaser represents and warrants that the Purchaser is not (i) a person or entity
named on the List of Specially Designated Nationals and Blocked Persons, the Foreign Sanctions Evaders List, the Sectoral Sanctions
Identification List or any other similar list of sanctioned persons administered by the U.S. Treasury Department’s Office
of Foreign Assets Control (“OFAC”) as of the date of this Agreement, or any similar list of sanctioned persons
maintained, administered, or enforced by the European Union, the United Nations Security Council, or the United Kingdom as of the
date of this Agreement (collectively “Sanctions Lists”), (ii) directly or indirectly owned or controlled
by, or acting on behalf of, a person, that is named on a Sanctions List, (iii) organized, incorporated, established, located,
ordinarily resident, or the government, including any political subdivision, agency, or instrumentality thereof, of, Cuba, Iran,
North Korea, Syria, the Crimea region of Ukraine, or any other country or territory that is the subject of comprehensive Sanctions,
(iv) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank, or (v) the Government of Venezuela,
as defined in Executive Order 13884 of August 5, 2019 (collectively, a “Prohibited Investor”). The Purchaser
represents that if it is a financial institution subject to the Bank Secrecy Act (31 U.S.C. section 5311 et seq.), as amended by
the USA PATRIOT Act of 2001, and its implementing regulations (collectively, the “BSA/PATRIOT Act”), that Subscriber
maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. The Purchaser
also represents that, to the extent required, it maintains policies and procedures reasonably designed to ensure compliance with
OFAC-administered sanctions programs, including for the screening of its investors against the Sanctions Lists. The Purchaser further
represents and warrants that, to the extent required, it maintains policies and procedures reasonably designed to ensure that the
funds held by the Purchaser and used to purchase the Forward Purchase Shares were legally derived. The Purchaser also represents
and warrants that none of the funds held by the Purchaser and used to purchase the Forward Purchase Shares were obtained, directly
or indirectly, from a Prohibited Investor, and that no Prohibited Investor has any property interest therein.


 






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(q)               No
Other Representations and Warranties; Non-Reliance; Exculpation. Except for the specific representations and warranties
contained in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor
any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser
Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with
respect to the Purchaser and this offering, and the Purchaser Parties disclaim any such representation or warranty. Except
for the specific representations and warranties expressly made by the Company in Section 3 of this Agreement and in any
certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon
any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of
the Company’s affiliates (collectively, the “Company Parties”) or
the Placement Agents or any of the Placement Agents’ affiliates. The Purchaser acknowledges and agrees that the
Placement Agents, their affiliates or any control persons, officers, directors, employees, partners, agents or
representatives of any of the foregoing shall have no liability to the Purchaser, or to any other purchaser, pursuant to,
arising out of or relating to this Agreement or any other agreement related to the private placement of the Forward Purchase
Shares, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby,
including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them
in connection with the purchase of the Forward Purchase Shares or with respect to any claim (whether in tort, contract or
otherwise) for breach of this Agreement or in respect of any written or oral representations made or alleged to be made in
connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with
respect to any information or materials of any kind furnished by the Placement Agents, their affiliates or any control
persons, officers, directors, employees, partners, agents or representatives. The Purchaser further acknowledges and is aware
that the Placement Agents will receive compensation as disclosed in the Registration Statement, including deferred
underwriting commissions upon the closing of the Transaction.


 


3.                 
Representations and Warranties of the Company. The Company represents and warrants to the Purchasers and
Placement Agents as follows:


 


(a)              
Organization and Corporate Power. The Company is an exempted company duly incorporated and validly existing and in
good standing as an exempted company under the laws of the Cayman Islands and has all requisite corporate power and authority to
carry on its business as presently conducted and as proposed to be conducted. The Company has no subsidiaries.


 


(b)              
Capitalization. On the date hereof, the authorized share capital of the Company consists of:


 


(i)                
500,000,000 Class A Shares, par value $0.0001 per share, none of which are issued and outstanding.


 


(ii)             
30,000,000 Class F ordinary shares of the Company, par value $0.0001 per share (the “Class F Shares”),
3,888,889 of which are issued and outstanding as of the date hereof. All of the issued and outstanding Class F Shares have been
duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities
laws.


 


(iii)            30,000,000
Class G ordinary shares of the Company, par value $0.0001 per share (the “Class G Shares”), 7,777,778 of
which are issued and outstanding as of the date hereof. All of the issued and outstanding Class G Shares have been duly
authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities
laws.


 






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(iv)            
5,000,000 preferred shares, par value $0.0001 per share, none of which are issued and outstanding.


 


(c)              
Authorization. All corporate action required to be taken by the Company’s Board of Directors and shareholders
in order to authorize the Company to enter into this Agreement and to issue the Forward Purchase Shares has been taken or will
be taken prior to the Forward Closing. All action on the part of the shareholders, directors and officers of the Company necessary
for the execution and delivery of this Agreement, the performance of all obligations of the Company under this Agreement to be
performed as of the Forward Closing, and the issuance and delivery of the Forward Purchase Shares has been taken or will be taken
prior to the Forward Closing. This Agreement, when executed and delivered by the Company, shall constitute the valid and legally
binding obligation of the Company, enforceable against the Company in accordance with its terms except (i) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or
affecting the enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific
performance, injunctive relief, or other equitable remedies, or (iii) to the extent the indemnification provisions contained in
the Registration Rights may be limited by applicable federal or state securities laws.


 


(d)              
Valid Issuance of Forward Purchase Shares.


 


(i)                
The Forward Purchase Shares, when issued, sold and delivered in accordance with the terms and for the consideration set
forth in this Agreement and registered in the register of members of the Company will be validly issued, fully paid and nonassessable,
as applicable, and free of all preemptive or similar rights, liens, encumbrances and charges with respect to the issue thereof
and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities
laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchasers
in this Agreement and subject to the filings described in Section 3(e) below, the Forward Purchase Shares will be issued in compliance
with all applicable federal and state securities laws.


 


(ii)             
No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification
Event”) is applicable to the Company or, to the Company’s knowledge, any Company Covered Person (as defined below),
except for a Disqualification Event as to which Rule 506(d)(2)(ii—iv) or (d)(3), is applicable. “Company Covered Person”
means, with respect to the Company as an “issuer” for purposes of Rule 506 promulgated under the Securities Act, any
Person listed in the first paragraph of Rule 506(d)(1).


 


(e)               Governmental
Consents and Filings. Assuming the accuracy of the representations and warranties made by the Purchasers in this
Agreement, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or
filing with, any federal, state or local governmental authority is required on the part of the Company in connection with the
consummation of the transactions contemplated by this Agreement, except for filings pursuant to Regulation D of the
Securities Act, applicable state securities laws, if any, and pursuant to the Registration Rights.


 






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(f)               
Compliance with Other Instruments. The execution, delivery and performance of this Agreement and the consummation
of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of the organizational
documents of the Company, (ii) of any instrument, judgment, order, writ or decree to which the Company is a party or by which it
is bound, (iii) under any note, indenture or mortgage to which the Company is a party or by which it is bound, (iv) under any lease,
agreement, contract or purchase order to which the Company is a party or by which it is bound or (v) of any provision of federal
or state statute, rule or regulation applicable to the Company, in each case (other than clause (i)) which would have a material
adverse effect on the Company or its ability to consummate the transactions contemplated by this Agreement.


 


(g)              
Operations. As of the date hereof, the Company has not conducted, and prior to the IPO Closing the Company will not
conduct, any operations other than organizational activities and activities in connection with offerings of its securities.


 


(h)              
No General Solicitation. Neither the Company, nor any of its officers, directors, employees, agents or shareholders
has either directly or indirectly, including, through a broker or finder (i) engaged in any general solicitation, or (ii) published
any advertisement in connection with the offer and sale of the Forward Purchase Shares.


 


(i)                
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained
in this Section 3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes
or shall be deemed to make any other express or implied representation or warranty with respect to the Company, this offering,
the proposed IPO or a potential Business Combination, and the Company Parties disclaim any such representation or warranty. Except
for the specific representations and warranties expressly made by the Purchasers in Section 2 of this Agreement and in any
certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other
representations or warranties that may have been made by the Purchaser Parties.


 


4.                 
Registration Rights


 


(a)              
Registration. The Company agrees that the Purchasers shall have the registration rights set forth on Exhibit A.


 


(b)              
Indemnification.


 






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(i)                 The
Company shall, notwithstanding any termination of this Agreement, indemnify, defend and hold harmless each Purchaser (to the
extent a seller under a Forward Registration Statement (as defined in Exhibit A)), the officers, directors, agents,
partners, members, managers, shareholders, affiliates, employees and investment advisers of each Purchaser, each person who
controls each Purchaser (within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”)), and the officers, directors, partners, members, managers,
shareholders, agents, affiliates, employees and investment advisers of each such controlling person, to the fullest extent
permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without
limitation, reasonable and documented costs of preparation and investigation and reasonable and documented attorneys’
fees of one law firm (and one firm of local counsel)) and all other reasonable and documented out-of-pocket expenses
(collectively, “Losses”), as incurred, that arise out of or are based upon any untrue or alleged untrue
statement of a material fact contained in a Forward Registration Statement, any prospectus included in a Forward Registration
Statement or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising
out of or relating to any omission or alleged omission to state a material fact required to be stated therein or necessary to
make the statements therein (in the case of any prospectus or form of prospectus or supplement thereto, in light of the
circumstances under which they were made) not misleading, except to the extent, but only to the extent, that such untrue
statements, alleged untrue statements, omissions or alleged omissions are based solely upon information regarding a Purchaser
furnished in writing to the Company by such Purchaser expressly for use therein.


 


The Company shall notify
such Purchaser promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions
contemplated by this Section 4 of which the Company is aware. Such indemnity shall remain in full force and effect regardless
of any investigation made by or on behalf of an indemnified party and shall survive the transfer of the Registrable Securities
by the Company.


 


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


 


(c)               Transfer.
All of the Purchaser’s rights and obligations hereunder with respect to the Forward Purchase may be transferred or
assigned with the prior written consent of the Company to be given in its sole discretion, at any time and from time to time
prior to the consummation of a Business Combination and in whole or in part, to one or more third parties (the
 “Forward Transferees”). Upon any such transfer or assignment:


 






    11


     


    

 


(i)                
the applicable Forward Transferee(s) shall execute a joinder to this Agreement in the form attached hereto as Exhibit
B (the “Joinder Agreement”), which shall, on the signature page to the Joinder Agreement, reflect the number
of Forward Purchase Shares such Forward Transferee(s) shall have the right to purchase (the “Forward Transferee Shares”),
and, upon such execution, such Forward Transferee(s) shall have all the same rights and obligations of the Purchaser hereunder
with respect to the Forward Transferee Shares, and references herein to the “Purchaser” shall be deemed to refer
to and include any such Forward Transferee(s) with respect to such Forward Transferee(s) and to their Forward Transferee Shares;
provided, that any representations, warranties, covenants and agreements of the Purchaser and any such Forward Transferee(s)
shall be several and not joint and shall be made as to the Purchaser or any such Forward Transferee(s), as applicable, as to itself
only;


 


(ii)             
upon a Forward Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase Shares permitted
to be purchased by the Purchaser in the Forward Purchase hereunder shall be reduced by the total number of Forward Purchase Shares
permitted to be purchased by the applicable Forward Transferee pursuant to the applicable Joinder Agreement, which reduction shall
be evidenced by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating
the “Number of Forward Purchase Shares”, and “Aggregate Purchase Price for Forward Purchase Shares” on
the Purchaser’s signature page hereto to reflect such reduced number of Forward Purchase Shares. For the avoidance of doubt,
this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature
page hereto need be so amended and updated and executed by the Purchaser and the Company upon the occurrence of any such transfer
of Forward Transferee Shares.


 


5.                 
Additional Agreements and Acknowledgements of the Purchasers.


 


(a)              
Trust Account.


 


(i)                
Each Purchaser hereby acknowledges that it is aware that the Company will establish a trust account (the “Trust
Account”) for the benefit of its public shareholders upon the IPO Closing. Each Purchaser, for itself and its affiliates,
hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any
other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any,
such Purchaser may have in respect of any Public Shares, if any, held by it.


 






    12


     


    

 


(ii)              Each
Purchaser hereby agrees that it shall have 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, except for redemption and liquidation rights, if any,
such Purchaser may have in respect of any Public Shares held by it. In the event a Purchaser has any Claim against the
Company under this Agreement, such Purchaser 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, except for redemption and liquidation rights,
if any, such Purchaser may have in respect of any Public Shares held by it.


 


(b)              
Voting. Each Purchaser hereby agrees that if the Company seeks shareholder approval of a proposed Business Combination,
then in connection with such proposed Business Combination, such Purchaser shall vote any Class A Shares owned by it on the record
date for the stockholder vote in favor of any proposed Business Combination. If a Purchaser fails to vote any Class A Shares it
is required to vote hereunder in favor of a proposed Business Combination, such Purchaser hereby grants hereunder to the Company
and any representative designated by the Company without further action by such Purchaser a limited irrevocable power of attorney
to effect such vote on behalf of such Purchaser, which power of attorney shall be deemed to be coupled with an interest.


 


(c)              
No Short Sales. Each Purchaser hereby agrees that neither it, nor any person or entity acting on its behalf or pursuant
to any understanding with it, will engage in any Short Sales with respect to securities of the Company prior to the Business Combination
Closing. For purposes of this Section 5, “Short Sales” shall include, without limitation, all “short
sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, and all types of direct and indirect
stock pledges (other than pledges in the ordinary course of business as part of prime brokerage arrangements), forward sale contracts,
options, puts, calls, swaps and similar arrangements (including on a total return basis), each of such foregoing instruments that
is naked short, and short sales and other short transactions through non-U.S. broker dealers or foreign regulated brokers. Notwithstanding
the foregoing, if the Company enters into a purchase agreement in respect of a private investment in public equity (a “PIPE
Agreement”) with a non-TPG Party that either (1) does not include a restriction on Short Sales or (2) contains restrictions
on Short Sales that are less restrictive than the restrictions in the first two sentences of this paragraph, the Purchaser will,
in the case of (1), not be subject to the foregoing restriction on Short Sales or, in the case of (2), be subject to the restrictions
on Short Sales set forth in the PIPE Agreement (in lieu of the foregoing restrictions), in each case, as of the date of the PIPE
Agreement. Upon the entry into any such PIPE Agreement, the Company will provide the Purchaser with notice of any restriction on
Short Sales contained in the PIPE Agreement. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed
investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets, the restriction
on Short Sales set forth above shall not apply to other portfolio managers who manage other portions of such Purchaser’s
assets and who make any Short Sales without reference to or knowledge of the Purchaser’s investment in the Forward Purchase
Shares.


 


6.                 
Listing. The Company will use commercially reasonable efforts to effect and maintain the listing of the
Class A Shares on the New York Stock Exchange (or another national securities exchange).


 


7.                 
Forward Closing Conditions.


 


(a)               The
obligation of each Purchaser to purchase the Forward Purchase Shares at the Forward Closing under this Agreement shall be
subject to the fulfillment, at or prior to the Forward Closing of each of the following conditions, any of which, to the
extent permitted by applicable laws, may be waived by the Purchaser:


 






    13


     


    

 


(i)                
(A) With respect to the Forward Closing occurring on the date of the Business Combination Closing, the Business Combination
shall be consummated substantially concurrently with, and immediately following, the purchase of the Forward Purchase Shares and
(B) with respect to the Forward Closing occurring prior to the date of the Business Combination Closing, the Company shall not
have delivered to each Purchaser a revocation of the Notice with respect to such Forward Purchase;


 


(ii)             
The Company shall have delivered to such Purchasers a certificate evidencing the Company’s good standing as a Cayman
Islands exempted company, as of a date within ten (10) Business Days of the Forward Closing;


 


(iii)           
The representations and warranties of the Company set forth in Section 3 of this Agreement shall have been true and
correct as of the date hereof and shall be true and correct as of the Forward Closing date, as applicable, with the same effect
as though such representations and warranties had been made on and as of such date (other than any such representation or warranty
that is made by its terms as of a specified date, which shall be true and correct as of such specified date), except where the
failure to be so true and correct would not have a material adverse effect on the Company or its ability to consummate the transactions
contemplated by this Agreement;


 


(iv)            
The Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Forward Closing; and


 


(v)              
No order, writ, judgment, injunction, decree, determination, or award shall have been entered by or with any governmental,
regulatory, or administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or
prohibition shall be in effect, preventing the purchase by the Purchasers of the Forward Purchase Shares.


 


(b)              
The obligation of the Company to sell the Forward Purchase Shares at the Forward Closing under this Agreement shall be subject
to the fulfillment, at or prior to the Forward Closing of each of the following conditions, any of which, to the extent permitted
by applicable laws, may be waived by the Company:


 


(i)                
(A) With respect to the Forward Closing occurring on the date of the Business Combination Closing, the Business Combination
shall be consummated substantially concurrently with, and immediately following, the purchase of the Forward Purchase Shares and
(B) with respect to the Forward Closing occurring prior to the date of the Business Combination Closing, Company shall not have
delivered to each Purchaser a revocation of the Notice with respect to such Forward Purchase;


 






    14


     


    

 


(ii)              The
representations and warranties of the Purchasers set forth in Section 2 of this Agreement shall have been true and
correct as of the date hereof and shall be true and correct as of such Forward Closing date, as applicable, with the same
effect as though such representations and warranties had been made on and as of such date (other than any such representation
or warranty that is made by its terms as of a specified date, which shall be true and correct as of such specified date),
except where the failure to be so true and correct would not have a material adverse effect on the Purchasers or their
ability to consummate the transactions contemplated by this Agreement;


 


(iii)           
The Purchasers shall have performed, satisfied and complied in all material respects with the covenants, agreements and
conditions required by this Agreement to be performed, satisfied or complied with by the Purchasers at or prior to such Forward
Closing; and


 


(iv)            
No order, writ, judgment, injunction, decree, determination, or award shall have been entered by or with any governmental,
regulatory, or administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or
prohibition shall be in effect, preventing the purchase by the Purchaser of the Forward Purchase Shares.


 


8.                 
Termination. This Agreement may be terminated at any time prior to the Forward Closing:


 


(a)              
by mutual written consent of the Company and the Purchaser;


 


(b)              
automatically:


 


(i)                
if the IPO is not consummated on or prior to April 30, 2021; or


 


(ii)             
if the Business Combination is not consummated within 24 months from the IPO Closing, unless extended upon approval of the
Company’s shareholders in accordance with the organizational documents of the Company; or


 


(c)              
pursuant to the third sentence of Section 9(t).


 


In the event of any
termination of this Agreement pursuant to this Section 8, any Forward Purchase Price (and interest thereon, if any), if
previously paid, and each Purchaser’s funds paid in connection herewith shall be promptly returned to the Purchasers, the
Company shall ensure appropriate instruments are executed to ensure that the any holder of Class A Shares issued in the IPO will
have no claim to such funds, and thereafter this Agreement shall forthwith become null and void and have no effect, without any
liability on the part of the Purchasers or the Company and their respective directors, officers, employees, partners, managers,
members, or shareholders and all rights and obligations of each of the parties shall cease; provided, however, that nothing
contained in this Section 8 shall relieve either party from liabilities or damages arising out of any fraud or willful breach
by such party of any of its representations, warranties, covenants or agreements contained in this Agreement.


 






    15


     


    

 



 


9.            
General Provisions.


 


(a)         
 Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall
be deemed effectively given upon the earlier of actual receipt, or (a) personal delivery to the party to be notified, (b) when
sent, if sent by electronic mail or facsimile (if any) during normal business hours of the recipient, and if not sent during normal
business hours, then on the recipient’s next Business Day, (c) five (5) Business Days after having been sent by registered
or certified mail, return receipt requested, postage prepaid, or (d) one (1) Business Day after deposit with a nationally recognized
overnight courier, freight prepaid, specifying next Business Day delivery, with written verification of receipt. All communications
sent to the Company shall be sent to:


 


TPG Pace Beneficial II Corp.,

301 Commerce St., Suite 3300,

Fort Worth, TX 76102

Attention: Jerry Neugebauer and Michael LaGatta

E-mail: officeofthegeneralcounsel@tpg.com



with a copy to the Company’s counsel at:



Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, New York 10153

Attention: Alexander D. Lynch and Brian Parness

E-mail: Alex.Lynch@weil.com, Brian.Parness@weil.com


 


All communications
to the Purchasers shall be sent to the Purchasers’ address as set forth on the signature page hereof, or to such e-mail address,
facsimile number (if any) or address as subsequently modified by written notice given in accordance with this Section 9(a).


 


(b)          
No Finder’s Fees. Other than fees payable to the Placement Agents (which will be borne by the Company), each
of the parties represents that it neither is nor will be obligated for any finder’s fee or commission in connection with
this transaction. Each Purchaser agrees, severally and not jointly, to indemnify and to hold harmless the Company from any liability
for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and
the costs and expenses of defending against such liability or asserted liability) for which such Purchaser or its officers, employees
or representatives is responsible. The Company agrees to indemnify and hold harmless the Purchasers from any liability for any
commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs
and expenses of defending against such liability or asserted liability) for which the Company or any of its officers, employees
or representatives is responsible.


 


(c)          
Adjustments to Notional Amounts. In the event of any change to the capital structure of the Company, whether dilutive
or otherwise, by way of a share dividend or share split, or any other dividend however described, the Forward Purchase Shares and
the Forward Purchase Price will be adjusted to account for such changes.


 






    16


     


    

 


(d)      
 Survival of Representations and Warranties. All of the representations and warranties contained herein shall survive
the consummation of the transactions contemplated by this Agreement or (subject to Section 9 herein) the termination hereof.


 


(e)          
Entire Agreement. This Agreement, together with any documents, instruments and writings that are delivered pursuant
hereto or referenced herein, constitute the entire agreement and understanding of the parties hereto in respect of its subject
matter and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral,
to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby.


 


(f)          
Successors. All of the terms, agreements, covenants, representations, warranties, and conditions of this Agreement
are binding upon, and inure to the benefit of and are enforceable by, the parties hereto and their respective successors. Nothing
in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors
and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement. Notwithstanding the foregoing sentence, the parties
acknowledge and agree that the Placement Agents are third-party beneficiaries of the acknowledgements, representations, warranties
and covenants of the parties contained in this Agreement.


 


(g)         
Assignments. Except as otherwise specifically provided herein, no Purchaser may assign either this Agreement or any
of its rights, interests, or obligations hereunder without the prior written approval of the Company. The Company may not assign
either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of such Purchaser.


 


(h)         
Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original
but all of which together will constitute one and the same instrument.


 


(i)           
Headings. The section headings contained in this Agreement are inserted for convenience only and will not affect
in any way the meaning or interpretation of this Agreement.


 


(j)          
Governing Law. This Agreement, the entire relationship of the parties hereto, and any litigation between the parties
(whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted
pursuant to the laws of the State of New York, without giving effect to its choice of laws principles.


 


(k)           Jurisdiction.
The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the
jurisdiction of the United States District Court for the Southern District of New York for the purpose of any suit, action or
other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding
arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the
Southern District of New York, and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise,
in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named
courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in
an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject
matter hereof may not be enforced in or by such court.


 






    17


     


    

 


(l)          
Waiver of Jury Trial. The parties hereto hereby waive any right to a jury trial in connection with any litigation
pursuant to this Agreement and the transactions contemplated hereby.


 


(m)        
Amendments. This Agreement may not be amended, modified or waived as to any particular provision, except with the
prior written consent of the Company and each Purchaser.


 


(n)         
Severability. The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of
any provision will not affect the validity or enforceability of the other provisions hereof; provided that if any provision
of this Agreement, as applied to any party hereto or to any circumstance, is adjudged by a governmental authority, arbitrator,
or mediator not to be enforceable in accordance with its terms, the parties hereto agree that the governmental authority, arbitrator,
or mediator making such determination will have the power to modify the provision in a manner consistent with its objectives such
that it is enforceable, and/or to delete specific words or phrases, and in its reduced form, such provision will then be enforceable
and will be enforced.


 


(o)         
Expenses. Each of the Company and each Purchaser will bear its own costs and expenses incurred in connection with
the performance of this Agreement and the consummation of the transactions contemplated hereby, including all fees and expenses
of agents, representatives, financial advisors, legal counsel and accountants. The Company shall be responsible for the fees of
its transfer agent, stamp taxes and all The Depository Trust Company fees associated with the issuance of the Forward Purchase
Shares.


 


(p)         Construction.
The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question
of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no
presumption or burden of proof will arise favoring or disfavoring any party hereto because of the authorship of any provision
of this Agreement. Any reference to any federal, state, local, or foreign law will be deemed also to refer to law as amended
and all rules and regulations promulgated thereunder, unless the context requires otherwise. The words
 “include,” “includes,” and “including” will be deemed to be followed
by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include
any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context
otherwise requires. The words “this Agreement,” “herein,” “hereof,”
 “hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole
and not to any particular subdivision unless expressly so limited. The parties hereto intend that each representation,
warranty, and covenant contained herein will have independent significance. If any party hereto has breached any
representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation,
warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party
hereto has not breached will not detract from or mitigate the fact that such party hereto is in breach of the first
representation, warranty, or covenant.


 






    18


     


    

 


(q)         
Waiver. No waiver by any party hereto of any default, misrepresentation, or breach of warranty or covenant hereunder,
whether intentional or not, may be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty
or covenant hereunder or affect in any way any rights arising because of any prior or subsequent occurrence.


 


(r)          
Confidentiality. Except as may be required by law, regulation or applicable stock exchange listing requirements,
unless and until the transactions contemplated hereby and the terms hereof are publicly announced or otherwise publicly disclosed
by the Company, the parties hereto shall keep confidential and shall not publicly disclose the existence or terms of this Agreement.


 


(s)          
Specific Performance. Each Purchaser agrees that irreparable damage may occur in the event any provision of this
Agreement was not performed by such Purchaser in accordance with the terms hereof and that the Company shall be entitled to seek
specific performance of the terms hereof, in addition to any other remedy at law or equity.


 


(t)          
Purchaser Notice. Notwithstanding anything in this Agreement to the contrary, no less than ten (10) business days
prior to the Business Combination Closing, the Company shall provide the Purchaser information about the terms of the Business
Combination, including information about the target company in such Business Combination (such information, the “Information”).
Following delivery of the Information, but no less than ten (10) business days prior to the Business Combination Closing, the Company
shall provide written notice to the Purchaser of the anticipated Business Combination Closing date (“Company Notice”).
If within five (5) business days after receiving the Company Notice (which five (5) business day period may be extended at the
discretion of the Company), the Purchaser provides written notice to the Company that the Purchaser has determined that it no longer
wishes to consummate the purchase of the Forward Purchase Shares pursuant to this Agreement, then the Sponsor will use commercially
reasonable efforts to find an investor that will assume, or may itself assume or may cause its affiliate to assume, the Purchaser’s
obligation to purchase the Forward Purchase Shares pursuant to this Agreement. If such Purchaser’s obligation has not been
assumed pursuant to the foregoing sentence, the Company shall cancel the Purchaser’s obligation at least three (3) business
days prior to the Business Combination Closing. For the avoidance of doubt, in the event the Purchaser’s obligations under
this Agreement is assumed or cancelled, any restrictions on Short Sales contained in this Agreement shall terminate.


 


[Signature Page Follows]


 






    19


     


    

 


IN WITNESS WHEREOF,
the undersigned have executed this Agreement to be effective as of the date first set forth above.


 


	 	PURCHASER:
	 	 
	 	[●]
	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:
	 	 
	 	 	Address for Notices:
	 	 
	 	 	E-mail:




 


[Signature Page to Forward Purchase Agreement]


 






     


    	 



    

 





	 	COMPANY:
	 	 
	 	TPG PACE BENEFICIAL II CORP.
	 	 
	 	By:  	 
	 	 	Name:  	 Eduardo Tamraz
	 	 	Title:  	 Secretary
	 	 
	 	Sponsor:
	 	 
	 	TPG Pace Beneficial II Sponsor, Series LLC
	 	 
	 	By:  	 
	 	 	Name:  	 Michael LaGatta
	 	 	Title:  	Vice President




 


[To be completed by the Company]


 


	Number of Forward Purchase Shares:	$[●]
	Aggregate Purchase Price for Forward Purchase Shares:	$[●]



 


[Signature Page to Forward Purchase Agreement]


 






     


    	 



    

 


EXHIBIT A


 


REGISTRATION RIGHTS


 


1.            
The Company shall (i) use commercially reasonable efforts to file within thirty (30) calendar days after the Business Combination
Closing (the “Filing Date”) a registration statement on Form S-3, or if the Company is ineligible to use Form
S-3, on Form S-1, for a secondary offering (including any successor registration statement covering the resale of the Registrable
Securities a “Forward Registration Statement”) of (x) the Class A Shares and (y) any other equity security of
the Company issued or issuable with respect to the securities referred to in clause (x) by way of a share dividend or share split,
or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization and (z) any other shares
of the Company that the Purchasers may have purchased in the open market (collectively, the “Registrable Securities”)
pursuant to Rule 415 under the Securities Act; (ii) to use commercially reasonable efforts to cause a Forward Registration Statement
to be declared effective under the Securities Act as soon as practicable after the filing thereof but no later than the earlier
of (i) the 90th calendar day (or 120th calendar day if the SEC notifies the Company that it will “review” the
Registration Statement) following the Business Combination Closing and (ii) the 10th Business Day after the date the Company is
notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed”
or will not be subject to further review (such earlier date, the “Effectiveness Date”); provided however, that
the Company’s obligation to include the Registrable Securities in the Forward Registration Statement are contingent upon
the Purchaser furnishing in writing to the Company such information regarding the Purchaser, the securities of the Company held
by the Purchaser and the intended method of disposition of the Registrable Securities as shall be reasonably requested by the Company
to effect the registration of the Registrable Securities, and the Purchaser shall execute such documents in connection with such
registration as the Company may reasonably request that are customary of a selling stockholder in similar situations, including
providing that the Company shall be entitled to postpone and suspend the effectiveness or use of the Forward Registration Statement
as permitted hereunder. The Company shall maintain each Forward Registration Statement in accordance with the terms hereof, and
shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to
keep such Forward Registration Statement continuously effective, available for use and in compliance with the provisions of the
Securities Act until such time as there are no longer any Registrable Securities included on such Forward Registration Statement.
In the event the Company files a Forward Registration Statement on Form S-1, the Company shall use its commercially reasonable
efforts to convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. For purposes
of clarification, any failure by the Company to file the Registration Statement by the Filing Date or to effect such Registration
Statement by the Effectiveness Date shall not otherwise relieve the Company of its obligations to file or effect the Registration
Statement as set forth in this Exhibit A.


 


2.            
In the case of the registration, qualification, exemption or compliance effected by the Company pursuant to this Agreement,
the Company shall, upon reasonable request, inform the Purchaser as to the status of such registration, qualification, exemption
and compliance. At its expense the Company shall:


 






    Exhibit A-1


    	 



    

 


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


 


(ii)       during
the Registration Period, advise the Purchaser within five (5) Business Days:


 


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


 


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


 


(3)       after
it shall have received notice or obtained knowledge of the issuance by the SEC of any stop order suspending the effectiveness of
any Forward Registration Statement or the initiation of any proceedings for such purpose;


 


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


 


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


 






    Exhibit A-2


    	 



    

 


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


 


(iv)       during
the Registration Period, upon the occurrence of any event contemplated in Section 2(ii)(5) above, except for such times
as the Company is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of a Forward Registration
Statement, the Company shall use its commercially reasonable efforts to as soon as reasonably practicable prepare a post-effective
amendment to such Forward Registration Statement or a supplement to the related prospectus, or file any other required document
so that, as thereafter delivered to purchasers of the Registrable Securities included therein, such prospectus will not include
any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading;


 


(v)       during
the Registration Period, use its commercially reasonable efforts to cause all Registrable Securities to be listed on each securities
exchange or market, if any, on which the Existing Parent Class A Shares issued by the Company have been listed; and


 


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


 






    Exhibit A-3


    	 



    

 


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


 


4.            
The Purchaser may deliver written notice (including via email in accordance with Section 9(a) of the Agreement) (an “Opt-Out
Notice”) to the Company requesting that the Purchaser not receive notices from the Company otherwise required by this
Section 5; provided, however, that the Purchaser may later revoke any such Opt-Out Notice in writing. Following
receipt of an Opt-Out Notice from the Purchaser (unless subsequently revoked), (i) the Company shall not deliver any such notices
to the Purchaser and the Purchaser shall no longer be entitled to the rights associated with any such notice and (ii) each time
prior to the Purchaser’s intended use of an effective Forward Registration Statement, the Purchaser will notify the Company
in writing at least two (2) Business Days in advance of such intended use, and if a notice of a Suspension Event was previously
delivered (or would have been delivered but for the provisions of this Section 5 and the related suspension period remains
in effect, the Company will so notify the Purchaser, within one (1) Business Day of the Purchaser’s notification to the Company,
by delivering to the Purchaser a copy of such previous notice of Suspension Event, and thereafter will provide the Purchaser with
the related notice of the conclusion of such Suspension Event immediately upon its availability.


 






    Exhibit A-4


    	 



    

 


EXHIBIT B


 


JOINDER TO FORWARD PURCHASE AGREEMENT


 


Each of the undersigned
is executing and delivering this Joinder (this “Joinder”) pursuant to the Forward Purchase Agreement, dated
as of March [l], 2021 (the “Forward Purchase Agreement”), between
TPG Pace Beneficial II Corp., a Cayman Islands exempted company (the “Company”), and [●] (the “Purchaser”),
a Delaware limited partnership.


 


By executing and delivering
this Joinder to the Company, each of the undersigned hereby agrees to become a party to, to be bound by, and to comply with the
provisions of the Forward Purchase Agreement as a Purchaser as of the date hereof in the same manner as if the undersigned were
an original signatory to the Forward Purchase Agreement.


 


 


 


[THE REMAINDER OF THIS PAGE IS INTENTIONALLY
LEFT BLANK]


 






    Exhibit B-1


    	 



    

 


	TRANSFEREE:	 	 
	 	 	 
	Signature of Transferee:	 	Signature of Joint Transferee, if applicable:
	 	 	 



 


	By:	 	 	By:	 






	Name:	 	Name:
	Title:	 	Title:
	 	 	 
	Date:	 	,	 	Name of Joint
    Transferee, if applicable:
	 	 	 
	Name of Transferee:	 	 
	 	 	(Please Print.  Please
    indicate name and capacity of
    person signing above)
	 	 	 
	(Please Print.  Please
    indicate name and capacity of
    person signing above)	 	 
	 	 	 
	 	 	 
	Name in which
    securities are to be registered	 	 
	(if different):	 	 
	 	 	 
	Email Address:	 	 
	 	 	 
	If there are
    joint investors, please check one:	 	 
	 	 	 
	 ̈  Joint
    Tenants with Rights of Survivorship	 	 
	 	 	 
	 ̈  Tenants-in-Common	 	 
	 	 	 
	 ̈  Community
    Property	 	 
	 	 	 
	Transferee’s
    EIN:	 	 	 	Joint Transferee’s
    EIN:	 	 
	 	 	 
	Business Address-Street:	 	Mailing Address-Street
    (if different):
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	City, State,
    Zip:	 	City, State,
    Zip:
	 	 	 
	Attn:	 	Attn:
	 	 	 



 


	Telephone No.:	 	 	Telephone No.:	 
	 	 	 



 


	Facsimile No.:	 	 	Facsimile No.:	 





 






    Exhibit B-2


     


    

 


[To
be completed by the Company]


 


	Number of Forward Purchase Shares:	 
	Aggregate Purchase Price for Forward Purchase Shares:	$


 






    Exhibit B-3