Exhibit 10.6


 


PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT


 


THIS PRIVATE PLACEMENT
SHARES PURCHASE AGREEMENT, effective as of [●], 2021 (as it may from time to time be amended, this “Agreement”),
is entered into by and between TPG Pace Beneficial II Corp., a Cayman Islands exempted company (the “Company”),
and TPG Pace Beneficial II Sponsor, Series LLC, a Delaware series limited liability company (the “Purchaser”).


 


WHEREAS:


 


The Company intends to
consummate an initial public offering (the “Public Offering”) of the Company’s Class A ordinary shares,
par value $0.0001 per share (each, a “Share”), as set forth in the Company’s registration statement on
Form S-1, filed with the Securities and Exchange Commission (the “SEC”), File Number 333-254008 (the “Registration
Statement”) under the Securities Act of 1933, as amended (the “Securities Act”); and


 


The Purchaser has agreed
to purchase an aggregate of 900,000 shares (or up to 1,005,000 shares if the over-allotment option in connection with the Public
Offering is exercised in full) (the “Private Placement Shares”).


 


NOW THEREFORE, in consideration
of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:


 


AGREEMENT


 


Section 1. Authorization,
Purchase and Sale; Terms of the Private Placement Shares.


 


A. Authorization
of the Private Placement Shares. The Company has duly authorized the issuance and sale of the Private Placement Shares to the
Purchaser.


 


B. Purchase and
Sale of the Private Placement Shares.


 


(i) On the date of
the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company
(the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase
from the Company, 900,000 Private Placement Shares at a price of $10.00 per share for an aggregate purchase price of $9,000,000
(the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company in
accordance with the Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser of the
Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate
evidencing the Private Placement Shares purchase on such date duly registered in the Purchaser’s name to the Purchaser or
effect such delivery in book-entry form.


 


(ii) On the date
of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier
time and date as may be mutually agreed by the Purchaser and the Company (the “Over-allotment Closing
Date”, and each Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to
herein as “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall
purchase from the Company, up to 105,000 Private Placement Shares at a price of $10.00 per share for an aggregate purchase
price of up to $1,050,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the
 “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to
the Company in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment
by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the
Company shall, at its option, deliver a certificate evidencing the Private Placement Shares purchased on such date duly
registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.


 



    


     


    

 


C. Terms of the
Private Placement Shares.


 


(i) At the time of
the closing of the Public Offering, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration
Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to
the Private Placement Shares.


 


Section 2. Representations
and Warranties of the Company. As a material inducement to the Purchaser to enter into this Agreement and purchase the Private
Placement Shares, the Company hereby represents and warrants to the Purchaser (which representations and warranties shall survive
each Closing Date) that:


 


A. Organization
and Corporate Power. The Company is an exempted company duly incorporated, validly existing and in good standing under the
laws of the Cayman Islands and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably
be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company
possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement.


 


B. Authorization;
No Breach.


 


(i) The execution,
delivery and performance of this Agreement and the Private Placement Shares have been duly authorized by the Company as of the
Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms.
Upon issuance in accordance with, and payment pursuant to, the terms of this Agreement, the Private Placement Shares will constitute
valid and binding obligations of the Company, enforceable in accordance with their terms as of each Closing Date.


 


(ii) The
execution and delivery by the Company of this Agreement and the Private Placement Shares, the issuance and sale of the
Private Placement Shares and the fulfillment of and compliance with, the respective terms hereof and thereof by the Company,
do not and will not as of the Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of,
(b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the
Company’s share capital or assets under, (d) result in a violation of, or (e) require any authorization, consent,
approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or
governmental body or agency pursuant to the amended and restated memorandum and articles of association of the Company (in
effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law,
statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company
is subject, except for any filings required after the date hereof under federal or state securities laws.


 






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C. Title to Shares.
Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Purchaser will have good title to the Private
Placement Shares purchased by it, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions
hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws,
and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.


 


D. Governmental
Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is
required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the
Company of any other transactions contemplated hereby.


 


E. Regulation D
Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial
shareholders of 20% or more of the outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule
506(d) of Regulation D under the Securities Act.


 


Section 3. Representations
and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the
Private Placement Shares to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and
warranties shall survive each Closing Date) that:


 


A. Organization
and Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry out the transactions
contemplated by this Agreement.


 


B. Authorization;
No Breach.


 


(i) This Agreement
constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’
rights and to general equitable principles (whether considered in a proceeding in equity or law).


 


(ii) The execution
and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does
not and shall not as of the Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or provisions
of any agreement, instrument, order, judgment or decree to which the Purchaser is subject.


 


C. Investment Representations.


 


(i) The Purchaser is
acquiring the Private Placement Shares for the Purchaser’s own account, for investment purposes only and not with a view
towards, or for resale in connection with, any public sale or distribution thereof.


 


(ii) The Purchaser
is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D under the Securities Act.


 


(iii) The
Purchaser understands that the Private Placement Shares are being offered and will be sold to it in reliance on specific
exemptions from the registration requirements of the United States federal and state securities laws and that the Company is
relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations and warranties of the
Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to
acquire such Private Placement Shares.


 






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(iv) The Purchaser
did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of
Rule 502(c) under the Securities Act.


 


(v) The Purchaser has
been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the
offer and sale of the Private Placement Shares which have been requested by the Purchaser. The Purchaser has been afforded the
opportunity to ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment
in the Private Placement Shares involves a high degree of risk and it has sought such accounting, legal and tax advice as it has
considered necessary to make an informed investment decision with respect to the acquisition of the Private Placement Shares.


 


(vi) The Purchaser
understands that no United States federal or state agency or any other government or governmental agency has passed on or made
any recommendation or endorsement of the Private Placement Shares or the fairness or suitability of the investment in the Private
Placement Shares by the Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Private Placement
Shares.


 


(vii) The Purchaser
understands that: (a) the Private Placement Shares have not been and are not being registered under the Securities Act or any state
securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or
(2) sold in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration Rights Agreement,
neither the Company nor any other person is under any obligation to register the Private Placement Shares under the Securities
Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. In this regard, the Purchaser
understands that the SEC has taken the position that promoters or affiliates of a blank check company and their transferees, both
before and after a Business Combination, are deemed to be “underwriters” under the Securities Act when reselling the
securities of a blank check company. Based on that position, Rule 144 adopted pursuant to the Securities Act would not be available
for resale transactions of the Private Placement Shares despite technical compliance with the requirements of such Rule, and the
Private Placement Shares can be resold only through a registered offering or in reliance upon another exemption from the registration
requirements of the Securities Act.


 


(viii) The Purchaser
has such knowledge and experience in financial and business matters, knowledge of the high degree of risk associated with investments
in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an
investment in the Private Placement Shares and is able to bear the economic risk of an investment in the Private Placement Shares
in the amount contemplated hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current
financial needs and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized
by the investment in the Securities. The Purchaser can afford a complete loss of its investments in the Private Placement Shares.


 






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(ix) The Purchaser understands that the Private Placement Shares shall bear the legend substantially in the form set forth below:


 


“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 PRIVATE PLACEMENT SHARES 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.”


 


Section 4. Conditions
of the Purchaser’s Obligations. The obligations of the Purchaser to purchase and pay for the Private Placement Shares
are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:


 


A. Representations
and Warranties. The representations and warranties of the Company contained in Section 2 shall be true and correct at and as
of the Closing Date as though then made.


 


B. Performance.
The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that
are required to be performed or complied with by it on or before such Closing Date.


 


C. No Injunction.
No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority
over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement.


 


D. Registration
Rights Agreement. The Company shall have entered into the Registration Rights Agreement, in the form of Exhibit A hereto,
in each case on terms satisfactory to the Purchaser.


 


Section 5. Conditions
of the Company’s Obligations. The obligations of the Company to the Purchaser under this Agreement are subject to the
fulfillment, on or before each Closing Date, of each of the following conditions:


 


A. Representations
and Warranties. The representations and warranties of the Purchaser contained in Section 3 shall be true and correct at and
as of such Closing Date as though then made.


 


B. Performance.
The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that
are required to be performed or complied with by the Purchaser on or before such Closing Date.


 


C. No Injunction.
No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority
over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement.


 


D. Corporate Consents.
The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance of this
Agreement and the issuance and sale of the Private Placement Shares hereunder.


 


Section 6. Termination.
This Agreement may be terminated at any time after December 31, 2021 upon the election by either the Company or the Purchaser upon
written notice to the other party if the closing of the Public Offering does not occur prior to such date.


 


Section 7. Survival
of Representations and Warranties. All of the representations and warranties contained herein shall survive each Closing Date.


 


Section 8. Definitions.
Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the Registration Statement.


 


Section 9. Miscellaneous.


 


A. Successors
and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by
or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties
hereto whether so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not
assign this Agreement, other than assignments by the Purchaser to affiliates thereof.


 






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B. Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.


 


C. Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than
one party, but all such counterparts taken together shall constitute one and the same agreement.


 


D. Descriptive Headings;
Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive
part of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by
limitation.


 


E. Governing Law.
This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed
in accordance with the internal laws of the State of New York.


 


F. Amendments.
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.


 


[Signature page follows]


 






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


 


	 	COMPANY:
	 	 
	 	TPG PACE BENEFICIAL II CORP.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	PURCHASER:
	 	 
	 	TPG PACE BENEFICIAL II SPONSOR, SERIES
    LLC
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


[Signature page
to Private Placement Shares Purchase Agreement]