Exhibit 10.8


 


TPG Pace Beneficial II Corp.

301 Commerce St.


Suite 3300


Fort Worth, TX 76102


 


[●], 2021


 


TPG Global LLC


301 Commerce St.


Suite 3300


Fort Worth, TX 76102


 


Re: Administrative Services Agreement


 


Gentlemen:


 


This letter will confirm our agreement that,
commencing on the date the shares of TPG Pace Beneficial II Corp. (the “Company”) are first listed on the New
York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed
with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier
of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described
in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), TPG Global,
LLC (“TPG”), an affiliate of our sponsor, TPG Pace Beneficial II Sponsor, Series LLC, shall make available to
the Company, at 301 Commerce St., Suite 3300, Fort Worth, TX 76102 (or any successor location), certain office space, administrative
and support services as may be reasonably required by the Company. In exchange therefor, the Company shall pay TPG the sum of $50,000
per month on the Listing Date and continuing monthly thereafter and will be entitled to be reimbursed for any out-of-pocket expenses
until the Termination Date.


 


TPG hereby irrevocably waives any and all
right, title, interest, causes of action and claims of any kind (each, a “Claim”) in or to, and any and all
right to seek payment of any amounts due to it out of, the trust account established for the benefit of the public shareholders
of the Company and into which substantially all of the proceeds of the Company’s initial public offering will be deposited
(the “Trust Account”), and hereby irrevocably waives any Claim it may have in the future as a result of, or
arising out of, this agreement, which Claim would reduce, encumber or otherwise adversely affect the Trust Account or any monies
or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim
against the Trust Account or any monies or other assets in the Trust Account for any reason whatsoever.


 






    


     


    

 


This letter agreement constitutes 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.


 


This letter agreement may not be amended,
modified or waived as to any particular provision, except by a written instrument executed by all parties hereto.


 


No party hereto may assign either this letter
agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party. Any
purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any
interest or title to the purported assignee.


 


This letter agreement constitutes 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.


 


This letter agreement may be executed in
one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute
one and the same letter agreement.


 


[Signature page follows]





 






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	 	Very truly yours,
	 	 
	 	TPG PACE BENEFICIAL II CORP.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


	AGREED TO AND ACCEPTED BY:	 
	 	 
	TPG GLOBAL, LLC	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 



 


[Signature Page to Administrative Services
Agreement]