Exhibit 4.1


 


	NUMBER	
        NUMBER

        C

        SHARES

        SEE REVERSE FOR

 CERTAIN

 DEFINITIONS 

CUSIP [●]

         



TPG PACE BENEFICIAL II CORP.

INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS

CLASS A ORDINARY SHARES


 


	
         

        This Certifies that
	 
	
         

        is the owner of
	 


 


FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE
PAR VALUE OF $0.0001 EACH OF


 


TPG PACE BENEFICIAL II CORP.

(THE “COMPANY”)


 


transferable on the books of the Company in person or by duly
authorized attorney upon surrender of this certificate properly endorsed.


 


The Company will be forced to redeem all of its Class A ordinary
shares if it is unable to complete a business combination by ___________, 2023 all as more fully described in the Company’s
final prospectus dated _________, 2021.


 


This certificate is not valid unless countersigned by the Transfer
Agent and registered by the Registrar.


 


Witness the seal of the Company and the facsimile signatures
of its duly authorized officers.


 


	
         

        Secretary

         
	
        [Corporate Seal]

        Cayman Islands

         
	
         

        President

         

	 	 	 
	 	 	 
	 	 	 


 






     


     


    

 


TPG PACE BENEFICIAL II CORP.


 


The Company will furnish without charge to each shareholder
who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class
of shares or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights.
This certificate and the shares represented thereby are issued and shall be held subject to all the provisions of the amended and
restated memorandum and articles of association and all amendments thereto and resolutions of the Board of Directors providing
for the issue of securities (copies of which may be obtained from the secretary of the Company), to all of which the holder of
this certificate by acceptance hereof assents. The following abbreviations, when used in the inscription on the face of this certificate,
shall be construed as though they were written out in full according to applicable laws or regulations:


 





	TEN COM	—	as tenants in common	UNIF GIFT MIN ACT	—	      	Custodian 	                                   
	 	 	 	 	 	 	 	 
	TEN ENT	—	as tenants by the entireties	 	 	(Cust)		(Minor)
	 	 	 	 	 	 
	JT TEN	—	as joint tenants with right of survivorship 

and not as tenants in common	 	 	
        under Uniform Gifts to Minors 

	 	 	 	 	Act  	 
	 	 	 	 	 	(State)


 


Additional abbreviations may also be used though not in the
above list.


 


For value received, __________________ hereby sells, assigns
and transfers unto


 


	(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER(S) OF ASSIGNEE(S))
	(PLEASE PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES), INCLUDING ZIP CODE, OF ASSIGNEE(S))
	 
	 
	Shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitutes and appoints
	Attorney to transfer the said stock on the books of the within named Company with full power of substitution in the premises.
	Dated:
	 



 






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NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND
WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.


 


Signature(s) Guaranteed:


By


 


	 
	 


THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 OR ANY SUCCESSOR RULE).


 


In each case, as more fully described in the Company’s
final prospectus dated _______, 2021, the holder(s) of this certificate shall be entitled to receive a pro-rata portion of certain
funds held in the trust account established in connection with its initial public offering only in the event that (i) the Company
redeems the Class A ordinary shares sold in its initial public offering and liquidates because it does not consummate an initial
business combination by __________, 2023, (ii) the Corporation redeems the Class A ordinary shares sold in its initial public offering
in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association
to modify the substance or timing of the Company’s obligation to redeem 100% of the Class A ordinary shares if it does not
consummate an initial business combination by __________, 2023, or (iii) if the holder(s) seek(s) to redeem for cash his, her or
its respective Class A ordinary shares in connection with a tender offer (or proxy solicitation, solely in the event the Company
seeks shareholder approval of the proposed initial business combination) setting forth the details of a proposed initial business
combination. In no other circumstances shall the holder(s) have any right or interest of any kind in or to the trust account.


 






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