Exhibit 10.2


 


VIRGIN GROUP ACQUISITION CORP.
II






 


March 31, 2022


 


	Grove Collaborative, Inc.	Virgin Group Acquisition Sponsor II LLC	Credit Suisse Securities (USA) LLC
	1301 Sansome St.	65 Bleecker Street, 6th Floor	Eleven Madison Avenue
	San Francisco, California 94111	New York, New York 10012	New York, New York 10010
	 	 	 
	Insiders:	 	 



 


	Rayhan Arif	Josh Bayliss
	Chris Burggraeve	Evan Lovell
	Elizabeth Nelson	Latif Peracha



 


Re:Amendment to Sponsor Letter Agreement


 


Ladies and Gentlemen:


 


Reference is made to that
certain Sponsor Letter Agreement (the “Agreement”), dated as of December 7, 2021, by and between Grove Collaborative,
Inc., a Delaware corporation (“Grove”), Virgin Group Acquisition Corp. II,
a Cayman Islands exempted company (“VGII”), Credit Suisse Securities (USA) LLC, a Delaware limited liability
company (“Credit Suisse”), as representative of the several Underwriters, Virgin Group Acquisition Sponsor II LLC,
a Cayman Islands limited liability company (“Sponsor”), the Insiders (as defined in the Insider Letter, the “Insiders”)
and the Holders (as defined in the Registration Rights Agreement, together with Sponsor, the “Holders”) (each individually
a “Party” and collectively the “Parties”). Capitalized terms used, but not otherwise defined, in
this letter agreement (this “Amendment”) shall have the meanings ascribed to them in the Agreement.


 


The Parties desire to make
certain modifications to the Agreement as further set forth in this Amendment. Pursuant to Section 15 of the Agreement, any term of the
Agreement may be amended with an executed written agreement by all of the Parties. Accordingly, in consideration of the mutual agreements
contained herein, the Parties hereby agree as follows:


 


1.                  
Amendments to Agreement.The following provisions of the Agreement are hereby amended as
set forth below (with certain changes shown in blackline form, with bold and underlined text representing additions and
bold and struck through text representing deletions):



 


a.                  
Section 2(b) of the Agreement is hereby amended as follows:


 


Lock-Up. The Insider Letter provides in
Section 7 thereof for certain restrictions on Transfer of Founder Shares and Class A Ordinary Shares issued upon conversion thereof until
the expiration of certain time periods or the happening of certain prior events. Notwithstanding, and in precedence to, the Insider Letter,
from and after the time and date of the Domestication, (i) references
in the Insider Letter to the Class A Shares and Class B Shares (including by reference to Units, Founder Shares and Warrants, among other
things) shall include the shares of Class A Common Stock issued upon conversion of such Class A Shares and Class B Shares in connection
with the Domestication, and (ii) 35% of the number of such
Class B Shares of Sponsor (such shares, together with the shares of Class A Common
Stock issued upon conversion of such shares in connection with the Domestication, the “Earn-Out Shares”), as further set forth
under the heading “Number of Earn-Out Shares” on Exhibit A 


 




     


     


    

attached
hereto opposite Sponsor’s name on such Exhibit (assuming no stock dividend, subdivision, reclassification, recapitalization, split,
combination or exchange of shares, or any similar event occurs between the date hereof and the Closing), shall continue to be subject
to the restrictions on transfer set forth in the Insider Letter, and shall also be subject to the provisions set forth in Section 2(c),
and the remaining 65% of such Class B Shares (and the shares of Class A Common Stock issued upon conversion
of such shares in connection with the Domestication) and Warrants (and the shares of Class A Common Stock issued upon exercise of such
Warrants) shall continue to be subject to the restrictions on transfer set forth in Section 7 of the Insider Letter for the time periods
set forth therein. Earn-Out Shares shall continue to be Earn-Out Shares following their transfer to any permitted transferee under Section
7(c) of the Insider Letter.


 


b.                  
Sections 2(c) and 2(d) of the Agreement are hereby deleted.


 


c.                  
Exhibit A of the Agreement is hereby amended and restated in its entirety as set forth on Exhibit
A of this Amendment.


 


2.                  
No Other Amendments. Except as otherwise
expressly provided herein, all of the respective terms and conditions of the Agreement remain unchanged and continue in full force and
effect. This Amendment is limited precisely as written and shall not be deemed to be an amendment to any other term or condition of the
Agreement or any of the documents referred to therein.


 


3.                  
Effect of Amendment. This Amendment shall form a part of the Agreement for all purposes, and
each Party shall be bound hereby. From and after the execution of this Amendment by the Parties, any reference to the Agreement shall
be deemed a reference to the Agreement as amended hereby. This Amendment shall be deemed to be in full force and effect from and after
the execution of this Amendment by the Parties.


 


4.                  
Amendment. This Amendment may be amended, modified or supplemented only in writing signed
by the Parties.


 


5.                  
Miscellaneous. The provisions of Sections 11, 12, 13 and 16 of the Agreement will apply to
this Amendment mutatis mutandis.


 


6.                  
Counterparts. This Amendment may be executed and delivered (including by electronic transmission)
in one or more counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed to be
an original, but all of which taken together shall constitute one and the same agreement.


 


[Signature pages follow.]


 




    2


     


    

IN WITNESS WHEREOF, the Parties have caused this
Amendment to be executed and delivered by their duly authorized representatives, all as of the date first above written.


 


	 	VGII:	VIRGIN ACQUISITION CORP. II
	 	 	 
	 	 	 
	 	 	By: 	/s/ Evan Lovell
	 	 		Name:	Evan Lovell
	 	 		Title:	Chief Financial Officer
	 	 	 
	 	CREDIT SUISSE:	CREDIT SUISSE SECURITIES (USA) LLC
	 	 	 
	 	 	 
	 	 	By:  	/s/ Ryan Kelley
	 	 		Name:	Ryan Kelley
	 	 		Title:	 
	 	 	 
	 	 	Acting on behalf of itself and as the representative of
    the several Underwriters
	 	 	 
	 	SPONSOR:	VIRGIN GROUP ACQUISITION SPONSOR II LLC
	 	 	 
	 	 	By:
	Corvina
                    Holdings Limited,

                    its
                    manager



	 	 	 
	 	 	 
	 	 	By:	/s/ Joshua Bayliss
	 	 		Name:	Joshua Bayliss
	 	 		Title:	Director
	 	 	 
	 	 	 
	 	INSIDERS:	/s/ Rayhan Arif
	 	 	RAYHAN ARIF, individual
	 	 	 
	 	 	 
	 	 	/s/ Chris Burggraeve
	 	 	CHRIS BURGGRAEVE, individually
	 	 	 
	 	 	 
	 	 	/s/ Latif Peracha
	 	 	LATIF PERACHA, individually
	 	 	 
	 	 	 
	 	 	/s/ Elizabeth Nelson
	 	 	ELIZABETH NELSON, individually



 



    [Signature Page to Amendment to Sponsor Letter Agreement]


     


    




	 	 	 
	 	 	/s/ Evan Lovell
	 	 	Evan Lovell, individually
	 	 	 
	 	 	 
	 	 	/s/ Josh Bayliss
	 	 	Josh Bayliss, individually



 



    [Signature Page to Amendment to Sponsor Letter Agreement]


     


    




	 	GROVE COLLABORATIVE, INC.
	 	 
	 	 
	 	 
	 	By:	/s/ Stuart Landesberg
	 		Name:	Stuart Landesberg
	 		Title:	Chief Executive Officer



 


 




    [Signature Page to Amendment to Sponsor Letter Agreement]


     


    

EXHIBIT A


 


	Name	Number of Class A 

Shares Currently Held	Number of Class A Shares Issuable Upon exercise of Warrants Currently Held	Number of Class B 

Shares Currently Held
	Sponsor:	 	 	 
	Virgin Acquisition Sponsor II LLC	--	6,700,000	9,972,500
	Insiders:	 	 	 
	Rayhan Arif	--	--	--
	Josh Bayliss	--	--	--
	Chris Burggraeve	--	--	30,000
	Evan Lovell	--	--	--
	Elizabeth Nelson	--	--	30,000
	Latif Peracha	--	--	30,000
	Holders:	 	 	 
	Virgin Acquisition Sponsor II LLC	See “Sponsor” above



 



    [Signature Page to Amendment to Sponsor Letter Agreement]