Exhibit 10.5


 


PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT


 


THIS
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of March 22, 2021 (as it may from time to time be amended, this “Agreement”),
is entered into by and between Virgin Group Acquisition Corp. II, a Cayman Islands exempted company (the
“Company”), and Virgin Group Acquisition Sponsor II LLC, a Cayman Islands limited liability company
(the “Purchaser”).


 


WHEREAS, the Company
intends to consummate an initial public offering of the Company’s units (the “Public Offering”),
each unit consisting of one Class A Ordinary Share, par value $0.0001 per share, of the Company (an “Ordinary Share”),
and one-fifth of one redeemable warrant. Each whole warrant entitles the holder to purchase one Ordinary Share at an exercise price
of $11.50 per Ordinary Share. The Purchaser has agreed to purchase an aggregate of 6,000,000 warrants (or 6,700,000 in the aggregate
if the over-allotment option in connection with the Public Offering is exercised in full) (the “Private Placement Warrants”),
each Private Placement Warrant entitling the holder to purchase one Ordinary Share at an exercise price of $11.50 per Share.


 


NOW THEREFORE, in consideration
of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:


 


AGREEMENT


 


Section 1.          Authorization,
Purchase and Sale; Terms of the Private Placement Warrants.


 


A.           Authorization
of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants
to the Purchaser.


 


B.           Purchase
and Sale of the Private Placement Warrants.


 


(i)          On
the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser
and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and
the Purchaser shall purchase from the Company, an aggregate of 6,000,000 Private Placement Warrants at a price of $1.50 per warrant
for an aggregate purchase price of $9,000,000 (the “Purchase Price”), which shall be paid by wire transfer
of immediately available funds to the Company at least one business day prior to the Initial Closing Date in accordance with the
Company’s wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price, the
Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such
date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.


 


(ii)         On
the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier
time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing
Date”, and each Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein
as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase
from the Company, up to an aggregate of 700,000 additional Private Placement Warrants at a price of $1.50 per warrant for an aggregate
purchase price of up to $1,050,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the
“Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price by wire transfer
of immediately available funds to the Company at least one business day prior to the Over-allotment Closing Date in accordance
with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment
Purchase Price, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased by
the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry
form.


 


C.          Terms
of the Private Placement Warrants.


 


(i)          Each
Private Placement Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant
agent in connection with the Public Offering (a “Warrant Agreement”).


 




     


     


    

(ii)         At
the time of the closing of the Public Offering, the Company and the Purchaser shall enter into a registration rights agreement
(the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights
to the Purchaser relating to the Private Placement Warrants and the Shares underlying the Private Placement Warrants.


 


Section 2.          Representations
and Warranties of the Company. As a material inducement to the Purchaser to enter into this Agreement and purchase the
Private Placement Warrants, the Company hereby represents and warrants to the Purchaser (which representations and warranties shall
survive the Closing Date) that:


 


A.          Incorporation
and Corporate Power. The Company is an exempted company duly incorporated, validly existing and in good standing under the
laws of the Cayman Islands and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably
be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company
possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and
the Warrant Agreement.


 


B.         Authorization;
No Breach.


 


(i)          The
execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company
as of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with
its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the
Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms
as of the Closing Date.


 


(ii)         The
execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private
Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance
with, the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date (a) conflict with
or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation
of any lien, security interest, charge or encumbrance upon the Company’s equity or assets under, (d) result in a violation
of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing
with, any court or administrative or governmental body or agency pursuant to the Amended and Restated Memorandum and Articles of
Association of the Company in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering,
or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to
which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.


 


C.          Title
to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, and upon
registration in the Company’s register of members, the Shares issuable upon exercise of the Private Placement Warrants will
be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms
hereof and the Warrant Agreement, and upon registration in the Company’s register of members, the Purchaser will have good
title to the Private Placement Warrants and the Shares issuable upon exercise of such Private Placement Warrants, free and clear
of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements
contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances
imposed due to the actions of the Purchaser.


 


D.          Governmental
Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is
required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the
Company of any other transactions contemplated hereby.


 


E.           Regulation
D Qualification. Neither the Company nor, to its knowledge, any of its affiliates, members, officers, directors or beneficial
shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule
506(d) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”).


 




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Section 3.          Representations
and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell
the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations
and warranties shall survive each Closing Date) that:


 


A.          Organization
and Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry out the transactions
contemplated by this Agreement.


 


B.          Authorization;
No Breach.


 


(i)          This
Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting
creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).


 


(ii)         The
execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser
does not and shall not as of each Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or
provisions of any agreement, instrument, order, judgment or decree to which the Purchaser is subject.


 


C.          Investment
Representations.


 


(i)          The
Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Shares issuable
upon such exercise (collectively, the “Securities”), for the Purchaser’s own account, for investment
purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.


 


(ii)         The
ultimate parent of the Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D,
and the ultimate parent of the Purchaser has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation
D under the Securities Act.


 


(iii)        The
Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from the
registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth
and accuracy of, and the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein
in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Securities.


 


(iv)        The
Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the
meaning of Rule 502(c) under the Securities Act.


 


(v)         The
Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and materials
relating to the offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the
opportunity to ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment
in the Securities involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary
to make an informed investment decision with respect to the acquisition of the Securities.


 


(vi)        The
Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on
or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities
by the Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


(vii)       The
Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or any
state securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder
or (2) sold in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration Rights
Agreement, neither the Company nor any other person is under any obligation to


 




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register
the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption
thereunder. While the Purchaser understands that Rule 144 is not available for the resale of securities initially issued by shell
companies (other than business combination related shell companies) or issuers that have been at any time previously a shell company,
the Purchaser understands that Rule 144 includes an exception to this prohibition if the following conditions are met: (i) the
issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities
is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be filed,
as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials),
other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information
with the SEC reflecting its status as an entity that is not a shell company.


 


(viii)      The
Purchaser has such knowledge and experience in financial and business matters, knows of the high degree of risk associated with
investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and
risks of an investment in the Securities and is able to bear the economic risk of an investment in the Securities in the amount
contemplated hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current financial
needs and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment
in the Securities. The Purchaser can afford a complete loss of its investment in the Securities.


 


Section 4.          Conditions
of the Purchaser’s Obligations. The obligation of the Purchaser to purchase and pay for the Private Placement Warrants
is subject to the fulfillment, on or before each Closing Date, of each of the following conditions:


 


A.           Representations
and Warranties. The representations and warranties of the Company contained in Section 2 shall be true and correct at
and as of such Closing Date as though then made.


 


B.           Performance.
The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that
are required to be performed or complied with by it on or before such Closing Date.


 


C.           No
Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,
entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory
organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions
contemplated by this Agreement or the Warrant Agreement.


 


D.           Warrant
Agreement. The Company shall have entered into the Warrant Agreement with a warrant agent on terms satisfactory to the Purchaser.


 


Section 5.          Conditions
of the Company’s Obligations. The obligations of the Company to the Purchaser under this Agreement are subject to
the fulfillment, on or before each Closing Date, of each of the following conditions:


 


A.           Representations
and Warranties. The representations and warranties of the Purchaser contained in Section 3 shall be true and correct at
and as of such Closing Date as though then made.


 


B.           Performance.
The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that
are required to be performed or complied with by the Purchaser on or before such Closing Date.


 


C.           Corporate
Consents. The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance
of this Agreement and the Warrant Agreement and the issuance and sale of the Private Placement Warrants hereunder.


 


D.           No
Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,
entered, promulgated or endorsed by or in any court or governmental authority of competent


 




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jurisdiction
or any self-regulatory organization having authority over the matters contemplated hereby, which prohibits the consummation of
any of the transactions contemplated by this Agreement or the Warrant Agreement.


 


E.           Warrant
Agreement. The Company shall have entered into the Warrant Agreement with a warrant agent on terms satisfactory to the Company.


 


Section 6.          Termination. This
Agreement may be terminated at any time after December 31, 2021 upon the election by either the Company or the Purchaser upon written
notice to the other party if the closing of the Public Offering does not occur prior to such date.


 


Section 7.          Survival
of Representations and Warranties. All of the representations and warranties contained herein shall survive each Closing
Date.


 


Section 8.          Definitions. Terms
used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the registration statement on
Form S-1 the Company plans to file with the U.S. Securities and Exchange Commission, under the Securities Act.


 


Section 9.          Miscellaneous.


 


A.           Successors
and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or
on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether
so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement,
other than assignments by the Purchaser to affiliates thereof (including, without limitation one or more of its members).


 


B.           Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.


 


C.           Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than
one party, but all such counterparts taken together shall constitute one and the same agreement.


 


D.           Descriptive
Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute
a substantive part of this Agreement. The use of the word “including” in this Agreement shall be by way of example
rather than by limitation.


 


E.           Governing
Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall
be construed in accordance with the internal laws of the State of New York.


 


F.           Amendments.
This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by
all parties hereto.


 


[Signature Page Follows]


 


  


 




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IN WITNESS WHEREOF,
the parties hereto have executed this Agreement to be effective as of the date first set forth above.


 


	 	COMPANY:
	 	 
	 	VIRGIN GROUP ACQUISITION CORP. II
	 	 
	 	By:	/s/ Evan Lovell
	 	 	Name: Evan Lovell
	 	 	Title:   Director
	 	 	 
	 	PURCHASER:
	 	 
	 	
        VIRGIN GROUP ACQUISITION SPONSOR II LLC

         

        By: Corvina Holdings Limited, its manager

         

	 	 	 
	 	By:	/s/ Clifton Struiken
	 	 	Name: Clifton Struiken
	 	 	Title: Alternate Director