Exhibit 10.1


 


[•], 2021


 


Virgin Group Acquisition Corp. II





65 Bleecker Street, 6th Floor 


New York, NY 10012


 


 


	Re:	Initial Public Offering


 


Ladies and Gentlemen:


 


This letter (this “Letter Agreement”)
is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
entered into by and among Virgin Group Acquisition Corp. II, a Cayman Islands exempted company (the “Company”),
and Credit Suisse Securities (USA) LLC, as the underwriter (the “Underwriter”), relating to an underwritten
initial public offering (the “Public Offering”), of up to 37,950,000 of the Company’s units
(including up to 4,950,000 units that may be purchased to cover over-allotments, if any) (the “Units”),
each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A
Ordinary Shares”), and one-fifth of one redeemable warrant. Each whole warrant (each, a “Warrant”)
entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as
described in the Prospectus (as defined below). The Units will 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 U.S. Securities and Exchange
Commission (the “Commission”) and the Company has applied to have the Units listed on the New York Stock
Exchange. Certain capitalized terms used herein are defined in paragraph 11 hereof.


 


In order to induce the Company and the Underwriter to enter
into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, each of Virgin Group Acquisition Sponsor II LLC, a Cayman Islands limited liability
company (the “Sponsor”) and the undersigned individuals, each of whom is, or will be, a member of the
Company’s board of directors and/or management team (each of the undersigned individuals, an “Insider”
and collectively, the “Insiders”), hereby agrees with the Company as follows:


 


		1.	The Sponsor and each Insider agrees that if the Company seeks shareholder approval of a proposed Business Combination, then
in connection with such proposed Business Combination, it, he or she shall (i) vote any Ordinary Shares (as defined below)
owned by it, him or her in favor of any proposed Business Combination and (ii) not redeem any Ordinary Shares owned by it,
him or her in connection with such shareholder approval. If the Company seeks to consummate a proposed Business Combination by
engaging in a tender offer, the Sponsor and each Insider agrees that it, he or she will not sell or tender any Ordinary Shares
owned by it, him or her in connection therewith.



 


		2.	The Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within
24 months from the closing of the Public Offering, or such later period approved by the Company’s shareholders in accordance
with the Company’s amended and restated memorandum and articles of association (as it may be amended from time to time, the
“Charter”), the Sponsor and each Insider shall take all reasonable steps to cause the Company to (i) cease
all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business
days thereafter, redeem 100% of the Class A Ordinary Shares sold as part of the Units in the Public Offering (the “Offering
Shares”), at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account
(as defined below), including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of
interest to pay dissolution expenses), divided by the number of then outstanding Offering Shares, which redemption will completely
extinguish all Public Shareholders’ (as defined below) rights as shareholders (including the right to receive further liquidating
distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of
the Company’s remaining shareholders and the Company’s board of directors, dissolve and



 




     


     


    

liquidate, subject in the case
of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and
in all cases subject to the other requirements of applicable law. The Sponsor and each Insider agrees to not propose any amendment
to the Charter (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with our
initial Business Combination or to redeem 100% of the Offering Shares if the Company does not complete a Business Combination within
the required time period set forth in the Charter or (B) with respect to any other material provisions relating to shareholders’
rights or pre-initial Business Combination activity, unless the Company provides its Public Shareholders with the opportunity to
redeem their Offering Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously
released to the Company to pay its taxes, divided by the number of then outstanding Offering Shares.


 


The Sponsor and each Insider acknowledges that it,
he or she has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other asset of
the Company as a result of any liquidation of the Company with respect to the Founder Shares held by it, him or her. The Sponsor
and each Insider hereby further waives, with respect to any Ordinary Shares held by it, him or her, if any, any redemption rights
it, he or she may have in connection with (a) the consummation of a Business Combination, including, without limitation, any
such rights available in the context of a shareholder vote to approve such Business Combination, or (b) a shareholder vote
to approve an amendment to the Charter (A) to modify the substance or timing of the Company’s obligation to allow redemption
in connection with our initial business combination or to redeem 100% of the Offering Shares if the Company has not consummated
a Business Combination within the time period set forth in the Charter or (B) with respect to any other material provisions relating
to shareholders’ rights or pre-initial Business Combination activity or in the context of a tender offer made by the Company
to purchase Offering Shares (although the Sponsor, the Insiders and their respective affiliates shall be entitled to redemption
and liquidation rights with respect to any Offering Shares it or they hold if the Company fails to consummate a Business Combination
within the time period set forth in the Charter).


 


		3.	During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor
and each Insider shall not, without the prior written consent of the Underwriter, (i) sell, offer to sell, contract or agree
to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly,
or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations
of the Commission promulgated thereunder, with respect to, any Units, Ordinary Shares (including, but not limited to, Founder Shares),
Warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares owned by it, him or her, (ii) enter
into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership
of any Units, Ordinary Shares (including, but not limited to, Founder Shares), Warrants or any securities convertible into, or
exercisable, or exchangeable for, Ordinary Shares owned by it, him or her, whether any such transaction is to be settled by delivery
of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in
clause (i) or (ii). Each of the Insiders and the Sponsor acknowledges and agrees that, prior to the effective date of any
release or waiver, of the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending
release or waiver by press release through a major news service at least two business days before the effective date of the release
or waiver. Any release or waiver granted shall only be effective two business days after the publication date of such press release.
The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration
and the transferee has agreed in writing to be bound by the same terms described in this Letter Agreement to the extent and for
the duration that such terms remain in effect at the time of the transfer.



 


		4.	In the event of the liquidation of the Trust Account upon the failure of the Company to consummate its initial Business Combination
within the time period set forth in the Charter, the Sponsor (the



 




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“Indemnitor”)
agrees to indemnify and hold harmless the Company against any and all loss, liability, claim, damage and expense whatsoever (including,
but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any
litigation, whether pending or threatened) to which the Company may become subject as a result of any claim by (i) any third
party for services rendered or products sold to the Company or (ii) any prospective target business with which the Company
has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement (a “Target”);
provided, however, that such indemnification of the Company by the Indemnitor (x) shall apply only to the extent
necessary to ensure that such claims by a third party or a Target do not reduce the amount of funds in the Trust Account to below
the lesser of (i) $10.00 per Offering Share and (ii) the actual amount per Offering Share held in the Trust Account as of
the date of the liquidation of the Trust Account, if less than $10.00 per Offering Share is then held in the Trust Account due
to reductions in the value of the trust assets, less taxes payable, (y) shall not apply to any claims by a third party or
a Target which executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable)
and (z) shall not apply to any claims under the Company’s indemnity of the Underwriter against certain liabilities,
including liabilities under the Securities Act of 1933, as amended. The Indemnitor shall have the right to defend against any such
claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days following written receipt of notice
of the claim to the Indemnitor, the Indemnitor notifies the Company in writing that it shall undertake such defense.


 


		5.	To the extent that the Underwriter does not exercise its over-allotment option to purchase up to an additional 4,950,000 Units
within 45 days from the date of the Prospectus (and as further described in the Prospectus), the Initial Shareholders agree to
forfeit, at no cost, a number of Founder Shares, to be split pro rata between them based on the number of Founder Shares they hold
upon the consummation of the Public Offering, equal to 1,237,500 multiplied by a fraction, (i) the numerator of which is 4,950,000
minus the number of Units purchased by the Underwriter upon the exercise of its over-allotment option, and (ii) the denominator
of which is 4,950,000. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by
the Underwriter so that the Founder Shares will represent an aggregate of 20% of the Company’s issued and outstanding Class A
Ordinary Shares after the Public Offering (not including Class A Ordinary Shares underlying the Private Placement Warrants
(as defined below)). The Initial Shareholders further agree that to the extent that the size of the Public Offering is increased
or decreased, the Company will purchase or sell Units or effect a share repurchase or share capitalization, as applicable, immediately
prior to the consummation of the Public Offering in such amount as to maintain the ownership of the Initial Shareholders prior
to the Public Offering at 20% of its issued and outstanding Ordinary Shares upon the consummation of the Public Offering. In connection
with such increase or decrease in the size of the Public Offering, then (A) the references to 4,950,000 in the numerator and
denominator of the formula in the first sentence of this paragraph shall be changed to a number equal to 15% of the number of Class
A Ordinary Shares included in the Units issued in the Public Offering and (B) the reference to 1,237,500 in the formula set
forth in the first sentence of this paragraph shall be adjusted to such number of Founder Shares that the Initial Shareholders
would have to surrender to the Company in order for the Initial Shareholders to hold an aggregate of 20% of the Company’s
issued and outstanding Class A Ordinary Shares after the Public Offering (not including Class A Ordinary Shares underlying
the Warrants or Private Placement Warrants).



 


		6.	The Sponsor and each Insider hereby agrees and acknowledges that: (i) the Underwriter and the Company would be irreparably
injured in the event of a breach by such Sponsor or an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 7(a),
and 7(b), as applicable, of this Letter Agreement, (ii) monetary damages may not be an adequate remedy for such breach and
(iii) the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such party may
have in law or in equity, in the event of such breach.



 


		7.	(a) The Sponsor and each Insider agrees that it, he or she shall not Transfer any Founder Shares (or any Class A Ordinary
Shares issuable upon conversion thereof) until the earlier of (A) one year after



 




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the completion of the Company’s
initial Business Combination and (B) subsequent to the Business Combination, (x) if the closing price of the Class A
Ordinary Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations
and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial
Business Combination or (y) the date on which the Company completes a liquidation, merger, amalgamation, capital stock exchange,
reorganization or other similar transaction that results in all of the Company’s Public Shareholders having the right to
exchange their shares of Class A Ordinary Shares for cash, securities or other property (the “Founder Shares Lock-up
Period”).


 


(b) The Sponsor and each Insider agrees that it, he
or she shall not Transfer any Private Placement Warrants (or any Class A Ordinary Shares underlying the Private Placement
Warrants), until 30 days after the completion of a Business Combination (the “Private Placement Warrants Lock-up Period”,
together with the Founder Shares Lock-up Period, the “Lock-up Periods”).


 


(c) Notwithstanding the provisions set forth in paragraphs
7(a) and (b), Transfers of the Founder Shares, Private Placement Warrants and the Class A Ordinary Shares underlying the Private
Placement Warrants that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this
paragraph 7(c)), are permitted (a) to the Company’s officers or directors, any affiliate or family member of any of
the Company’s officers or directors, any affiliate of the Sponsor or to any members of the Sponsor or any of their affiliates;
(b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary
of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization;
(c) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (d) in
the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection
with any forward purchase agreement or similar arrangement or in connection with the consummation of an initial Business Combination
at prices no greater than the price at which the securities were originally purchased; (f) in the event of the Company’s
liquidation prior to the completion of an initial Business Combination; (g) by virtue of the laws of the Cayman Islands or
the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; or (h) in the event of the Company’s
liquidation, merger, capital stock exchange or other similar transaction which results in all of the Company’s shareholders
having the right to exchange their Class A Ordinary Shares for cash, securities or other property subsequent to the Company’s
completion of an initial Business Combination; provided, however, that in the case of clauses (a) through (e)
or (g), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions
herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating
distributions).


 


		8.	The Sponsor and each Insider represents and warrants that it, he or she has never been suspended or expelled from membership
in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended
or revoked. Each Insider’s biographical information furnished to the Company (including any such information included in
the Prospectus) is true and accurate in all respects and does not omit any material information with respect to the Insider’s
background. The Sponsor and each Insider’s questionnaire furnished to the Company is true and accurate in all respects. The
Sponsor and each Insider represents and warrants that: it, he or she is not subject to or a respondent in any legal action for,
any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering
of securities in any jurisdiction; it, he or she has never been convicted of, or pleaded guilty to, any crime (i) involving
fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any
dealings in any securities and it, he or she is not currently a defendant in any such criminal proceeding.



 


		9.	Except as disclosed in the Prospectus, neither the Sponsor nor any officer, nor any affiliate of the Sponsor or any officer,
nor any director of the Company, shall receive from the Company any



 




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finder’s fee, reimbursement,
consulting fee, non-cash payments, monies in respect of any repayment of a loan or other compensation prior to, or in connection
with any services rendered in order to effectuate, the consummation of the Company’s initial Business Combination (regardless
of the type of transaction that it is), other than the following, none of which will be made from the proceeds held in the Trust
Account prior to the completion of the initial Business Combination: repayment of a loan and advances up to an aggregate of $250,000
made to the Company by the Sponsor; payment to the Sponsor for certain office space, utilities, secretarial and administrative
support as may be reasonably required by the Company for a total up to $10,000 per month; reimbursement for any reasonable out-of-pocket
expenses related to identifying, investigating, negotiating and completing an initial Business Combination, and repayment of loans,
if any, and on such terms as to be determined by the Company from time to time, made by the Sponsor or an affiliate of the Sponsor
or any of the Company’s officers or directors to finance transaction costs in connection with an intended initial Business
Combination, provided, that, if the Company does not consummate an initial Business Combination, a portion of the working capital
held outside the Trust Account may be used by the Company to repay such loaned amounts so long as no proceeds from the Trust Account
are used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.50 per warrant at
the option of the lender. Such warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability
and exercise period.


 


		10.	The Sponsor and each Insider has full right and power, without violating any agreement to which it is bound (including, without
limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter
Agreement and, as applicable, to serve as an officer and/or director on the board of directors of the Company and hereby consents
to being named in the Prospectus as an officer and/or director of the Company.



 


		11.	As used herein, (i) “Business Combination” shall mean a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Ordinary
Shares” shall mean the Class A Ordinary Shares and Class B ordinary shares, par value $0.0001 per share
(the “Class B Ordinary Shares”); (iii) “Founder Shares” shall mean the
9,487,500 Class B Ordinary Shares issued and outstanding (up to 1,237,500 of which are subject to complete or partial forfeiture
if the over-allotment option is not exercised by the Underwriter); (iv) “Initial Shareholders” shall
mean the Sponsor and any Insider that holds Founder Shares; (v) “Private Placement Warrants” shall mean
the 5,733,333 warrants (or 6,393,333 warrants if the over-allotment option is exercised in full) that the Sponsor has agreed to
purchase for an aggregate purchase price of $8,600,000 (or $9,590,000 if the over-allotment option is exercised in full), or $1.50
per warrant, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (vi) “Public
Shareholders” shall mean the holders of securities issued in the Public Offering; (vii) “Trust Account”
shall mean the trust fund into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement
Warrants shall be deposited; and (viii) “Transfer” shall mean the (a) sale of, offer to sell, contract
or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of,
directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of
a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Commission
promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another,
in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled
by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction
specified in clause (a) or (b).



 


		12.	The Company will maintain an insurance policy or policies providing directors’ and officers’ liability insurance,
and each Insider shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the
coverage available for any of the Company’s directors or officers.



 


		13.	This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter
hereof and supersedes all prior understandings, agreements, or



 




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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 changed, amended, modified or waived (other than to correct a typographical error) as
to any particular provision, except by a written instrument executed by all parties hereto.


 


		14.	No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the
prior written consent of the other parties. 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 shall be binding
on the Sponsor and each Insider and their respective successors, heirs and assigns and permitted transferees.



 


		15.	Nothing in this Letter Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties
hereto any right, remedy or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise
or agreement hereof. All covenants, conditions, stipulations, promises and agreements contained in this Letter Agreement shall
be for the sole and exclusive benefit of the parties hereto and their successors, heirs, personal representatives and assigns and
permitted transferees.



 


		16.	This Letter Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall
for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.



 


		17.	This Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall
not affect the validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu
of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Letter
Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.



 


		18.	This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York.
The parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to,
this Letter Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit
to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive
jurisdiction and venue or that such courts represent an inconvenient forum.



 


		19.	Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall
be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested),
by hand delivery or facsimile or other electronic transmission.



 


		20.	This Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation
of the Company; provided, however, that this Letter Agreement shall earlier terminate in the event that the Public Offering is
not consummated and closed by December 31, 2021; provided further that paragraph 4 of this Letter Agreement shall survive such
liquidation.



 


[Signature Page Follows]


 




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        Sincerely,

         

        VIRGIN GROUP ACQUISITION SPONSOR II LLC

         

	 	By:	
 
	 	 	Name: 
	 	 	Title: 
	 	 	 
	 	By:	 
	 	 	Name:  
	 	 	Title:    
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:  
	 	 	Title:    
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:


	 	 	 
	Acknowledged and Agreed:
	 
	VIRGIN GROUP ACQUISITION CORP. II
	 	 
	By:	 	
 


	 	 	Name: Evan Lovell
	 	 	Title: Chief Financial Officer



 


 


 






    [Signature Page to Letter Agreement]