REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 19th, 2021 • TPG Pace Beneficial II Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among 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 “Sponsor”) and the undersigned parties listed under Holder on the signature page (each such party, together with the Sponsor, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.3 of this Agreement, a “Holder” and collectively the “Holders”).
35,000,000 Shares TPG Pace Beneficial II Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • March 19th, 2021 • TPG Pace Beneficial II Corp. • Blank checks • New York
TPG Pace Beneficial II Corp., a Cayman Islands exempted company (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 35,000,000 Class A ordinary shares of the Company, par value $.0001 per share (the “Ordinary Shares”) (said Ordinary Shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 5,250,000 additional Ordinary Shares to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the s
INDEMNITY AGREEMENTIndemnity Agreement • March 19th, 2021 • TPG Pace Beneficial II Corp. • Blank checks
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [●], 2021 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 19th, 2021 • TPG Pace Beneficial II Corp. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between TPG Pace Beneficial II Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of , 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $[●] of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • March 19th, 2021 • TPG Pace Beneficial II Corp. • Blank checks • New York
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.
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • March 19th, 2021 • TPG Pace Beneficial II Corp. • Blank checks • New York
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”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • March 19th, 2021 • TPG Pace Beneficial II Corp. • Blank checks • New York
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”), TPG Holdings III, L.P. (the “Purchaser”), a Delaware limited partnership and an affiliate of TPG Global, LLC, a Delaware limited liability company (“TPG”) 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 the Purchaser will be set forth, from time to time, in an appendix hereto.
TPG Pace Beneficial II Corp. Fort Worth, TX 76102Letter Agreement • March 19th, 2021 • TPG Pace Beneficial II Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and among TPG Pace Beneficial II Corp., a Cayman Islands exempted company (the “Company”), and Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 35,000,000 of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”) (including up to 5,250,000 Class A Ordinary Shares that may be purchased to cover over-allotments, if any). The Class A Ordinary Shares shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Ex
TPG Pace Beneficial II Corp. 301 Commerce St. Suite 3300 Fort Worth, TX 76102TPG Pace Beneficial II Corp. • March 19th, 2021 • Blank checks
