REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 16th, 2021 • TPG Pace Beneficial II Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 16, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 16th, 2021 • TPG Pace Beneficial II Corp. • Blank checks • New York
INDEMNITY AGREEMENTIndemnity Agreement • April 16th, 2021 • TPG Pace Beneficial II Corp. • Blank checks
TPG Pace Beneficial II Corp. Fort Worth, TX 76102Letter Agreement • April 16th, 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. • April 16th, 2021 • Blank checks • New York
