Exhibit 10.3


 


EXECUTION VERSION


 


TPG Pace Beneficial II Corp.

301 Commerce St.


Suite 3300


Fort Worth, TX 76102


 


April 13,
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]


 




    2 


     


    

 


	 	Very truly yours,
	 	 
	 	TPG PACE BENEFICIAL II CORP.



 


		By:	/s/
Eduardo Tamraz



		Name:	Eduardo Tamraz
	 	Title:	Secretary



 


AGREED TO AND ACCEPTED BY:


 


TPG GLOBAL, LLC


 


	By:	/s/
Michael LaGatta	 



	 	Name:	
Michael LaGatta	 
	 	Title:	Vice President	 



 


[Signature Page to Administrative Services
Agreement]