Exhibit 10.2


 


SUBSCRIPTION
AGREEMENT


 


This SUBSCRIPTION
AGREEMENT (this “Subscription Agreement”) is entered into this seventh day of December 2021, by and between Virgin
Group Acquisition Corp. II, a Cayman Islands exempted company (the “Issuer”), and the undersigned (“Subscriber”
or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto
in the Business Combination Agreement (as defined below).


 


WHEREAS, the Issuer,
Grove Collaborative, Inc., a Delaware public benefit corporation (“Grove”), and the other parties named therein will,
immediately following the execution of this Subscription Agreement, enter into that certain Agreement and Plan of Merger, dated as of
the date hereof (as amended, modified, supplemented or waived from time to time in accordance with its terms, the “Business
Combination Agreement”), pursuant to which the Issuer will redomesticate as a public benefit corporation organized under the
state of Delaware (the “Redomestication”), and immediately thereafter a wholly owned subsidiary of the Issuer will
merge with and into Grove, with Grove surviving as a wholly owned subsidiary of the Issuer (together with the other transactions contemplated
by the Business Combination Agreement, the “Transactions”);


 


WHEREAS, in connection
with the Transactions, Subscriber desires to subscribe for and purchase from the Issuer, immediately following the Redomestication, that
number of shares of the Issuer’s Class A common stock (the “Common Shares”) set forth on the signature page
hereto (the “Subscribed Shares”) for a purchase price of $10.00 per share (the “Per Share Price”),
and for the aggregate purchase price set forth on the signature page hereto (the “Purchase Price”), and the Issuer
desires to issue and sell to Subscriber the Subscribed Shares in consideration of the payment of the Purchase Price therefor by or on
behalf of Subscriber to the Issuer, all on the terms and subject to the conditions set forth herein; and


 


WHEREAS, certain
other “qualified institutional buyers” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities
Act”)) or “accredited investors” (within the meaning of Rule 501(a) under the Securities Act) (each, an “Other
Subscriber”) have, severally and not jointly, entered into separate subscription agreements with the Issuer (the “Other
Subscription Agreements”), pursuant to which such Other Subscribers have agreed to purchase Common Shares on the Closing Date
(as defined below) at the same per share purchase price as Subscriber, and the aggregate amount of securities to be sold by the Issuer
pursuant to this Subscription Agreement and the Other Subscription Agreements equals, as of the date hereof, [--] Common Shares.


 


NOW, THEREFORE,
in consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, herein contained,
and intending to be legally bound hereby, the parties hereto hereby agree as follows:


 


For ease of administration,
this single Subscription Agreement is being executed so as to enable each Subscriber identified on the signature page to enter into a
Subscription Agreement, severally, but not jointly. The parties agree that (i) this Subscription Agreement shall be treated as if it
were a separate agreement with respect to each Subscriber listed on the signature page, as if each Subscriber entity had executed a separate
Subscription Agreement naming only itself as


 




     


     


    

Subscriber, and (ii)
no Subscriber listed on the signature page shall have any liability under the Subscription Agreement for the obligations of any Other
Subscriber so listed. The decision of Subscriber to purchase the Subscribed Shares pursuant to this Subscription Agreement has been made
by Subscriber independently of any Other Subscriber or any other investor and independently of any information, materials, statements
or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, condition (financial or
otherwise) or prospects of the Issuer, Grove or any of their respective subsidiaries which may have been made or given by any Other Subscriber
or investor or by any agent or employee of any Other Subscriber or investor, and neither Subscriber nor any of its agents or employees
shall have any liability to any Other Subscriber or investor (or any other person) relating to or arising from any such information,
materials, statements or opinions. Nothing contained herein or in any Other Subscription Agreement, and no action taken by Subscriber
or investor pursuant hereto or thereto, shall be deemed to constitute Subscriber and Other Subscribers or other investors as a partnership,
an association, a joint venture or any other kind of entity, or create a presumption that Subscriber and Other Subscribers or other investors
are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Subscription
Agreement and the Other Subscription Agreements. Subscriber acknowledges that no Other Subscriber has acted as agent for Subscriber in
connection with making its investment hereunder and no Other Subscriber will be acting as agent of Subscriber in connection with monitoring
its investment in the Subscribed Shares or enforcing its rights under this Subscription Agreement. Subscriber shall be entitled to independently
protect and enforce its rights, including without limitation the rights arising out of this Subscription Agreement, and it shall not
be necessary for any Other Subscriber or investor to be joined as an additional party in any proceeding for such purpose.


 


1.  
Subscription. Subject to the terms and conditions hereof, at the Closing (as defined below), Subscriber hereby agrees,
to subscribe for and purchase, and the Issuer hereby agrees to issue and sell to Subscriber, upon the payment of the Purchase Price,
the Subscribed Shares (such subscription and issuance, the “Subscription”). Notwithstanding anything herein to the
contrary, the consummation of the Subscription is contingent upon the substantially concurrent occurrence of the closing of the Transactions
as further described herein. Each of the parties hereto acknowledge and agree that the Subscribed Shares that will be issued pursuant
hereto shall be shares of common stock in a Delaware public benefit corporation (and not shares in a Cayman Islands exempted company).


 


2.  
Representations, Warranties and Agreements.


 


2.1.  
Subscriber’s Representations, Warranties and Agreements. To induce the Issuer to issue the Subscribed Shares, Subscriber
hereby represents and warrants to the Issuer and acknowledges and agrees with the Issuer, as of the date hereof and as of the Closing
Date, as follows:


 


2.1.1.  
If Subscriber is not an individual, Subscriber has been duly formed or incorporated and is validly existing in good standing under
the laws of its jurisdiction of incorporation or formation, with power and authority to enter into, deliver and perform its obligations
under this Subscription Agreement. If Subscriber is an


 




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individual,
Subscriber has the capacity to enter into, deliver and perform its obligations under this Subscription Agreement.


 


2.1.2.  
If Subscriber is not an individual, this Subscription Agreement has been duly authorized, validly executed and delivered by Subscriber.
If Subscriber is an individual, the signature on this Subscription Agreement is genuine, and Subscriber has legal competence and capacity
to execute the same. Assuming that this Subscription Agreement constitutes the valid and binding agreement of the Issuer, this Subscription
Agreement is the valid and binding obligation of Subscriber, and is enforceable against Subscriber in accordance with its terms, except
as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws
relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity.


 


2.1.3.  
The execution, delivery and performance by Subscriber of this Subscription Agreement and the consummation of the transactions
contemplated herein do not and will not (i) if Subscriber is not an individual, result in any violation of the provisions of the organizational
documents of Subscriber or any of its subsidiaries or (ii) result in any violation of any statute or any judgment, order, rule or regulation
of any court or governmental agency or body, domestic or foreign, having jurisdiction over Subscriber that would reasonably be expected
to have a material adverse effect on the legal authority and ability of Subscriber to enter into and timely perform its obligations under
this Subscription Agreement (a “Subscriber Material Adverse Effect”).


 


2.1.4.  
Subscriber (i) is (a) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an “accredited
investor” within the meaning of Rule 501(a) under the Securities Act, (b) an Institutional Account as defined in FINRA Rule 4512(c)
and (c) a sophisticated institutional investor, experienced in investing in transactions of the type contemplated by this Subscription
Agreement and capable of evaluating investment risks independently, in each case, satisfying the applicable requirements set forth on
Schedule I, (ii) is acquiring the Subscribed Shares only for its own account and not for the account of others, or if Subscriber
is subscribing for the Subscribed Shares as a fiduciary or agent for one or more investor accounts, each owner of such account is a qualified
institutional buyer, and Subscriber has full investment discretion with respect to each such account, and the full power and authority
to make the acknowledgements, representations, warranties and agreements herein on behalf of each owner of each such account, for investment
purposes only and not with a view to any distribution of the Subscribed Shares in any manner that would violate the securities laws of
the United States or any other applicable jurisdiction and (iii) is not acquiring the Subscribed Shares with a view to, or for offer
or sale in connection with, any distribution thereof in violation of the Securities Act (and shall provide the requested information
on Schedule I following the signature page hereto). Subscriber is not an entity formed for the specific purpose of acquiring the
Subscribed Shares.


 


2.1.5.  
Subscriber understands that the Subscribed Shares are being offered in a transaction not involving any public offering within
the meaning of the Securities Act and that the Subscribed Shares have not been registered under the


 




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Securities
Act. Except in respect of any stock lending program, Subscriber understands that the Subscribed Shares may not be resold, transferred,
pledged or otherwise disposed of by Subscriber absent an effective registration statement under the Securities Act, except (i) to the
Issuer or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur solely outside the United States within
the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements
of the Securities Act, and in each of cases ‎(i) and ‎(iii), in accordance with any applicable securities laws
of the states and other jurisdictions of the United States, and that the Subscribed Shares shall be subject to a legend to such effect
(provided that such legends will be eligible for removal upon compliance with the relevant resale provisions of Rule 144 and as set forth
in this Subscription Agreement). Subscriber acknowledges that the Subscribed Shares will not be eligible for resale pursuant to Rule
144A promulgated under the Securities Act. Subscriber understands and agrees that the Subscribed Shares will be subject to the foregoing
restrictions and, as a result, Subscriber may not be able to readily resell the Subscribed Shares and may be required to bear the financial
risk of an investment in the Subscribed Shares for an indefinite period of time. Subscriber understands that it has been advised to consult
independent legal counsel prior to making any offer, resale, pledge or transfer of any of the Subscribed Shares. Subscriber has determined
based on its own independent review and such professional advice as it deems appropriate that the Subscribed Shares are a suitable investment
for Subscriber, notwithstanding the substantial risks inherent in investing in or holding the Subscribed Shares, and that Subscriber
is able at this time and in the foreseeable future to bear the economic risk of a total loss of Subscriber’s investment in the
Issuer. Subscriber acknowledges specifically that a possibility of total loss exists. Subscriber will not look to the Placement Agents
for all or part of any such loss or losses Subscriber may suffer.


 


2.1.6.  
Subscriber understands and agrees that Subscriber is purchasing the Subscribed Shares directly from the Issuer. Subscriber further
acknowledges that there have been no representations, warranties, covenants or agreements made to Subscriber by the Issuer, Grove, or
any of their respective officers or directors, expressly or by implication, other than those representations, warranties, covenants and
agreements expressly set forth in this Subscription Agreement.


 


2.1.7.  
If Subscriber is an employee benefit plan that is subject to Title I of the Employee Retirement Income Security Act of 1974, as
amended (“ERISA”), Subscriber represents and warrants that its acquisition and holding of the Subscribed Shares will
not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Internal Revenue Code
of 1986, as amended (the “Code”), or any applicable other federal, state, local, non-U.S. or other laws or regulations
that are similar to such provisions of ERISA or the Code (collectively, “Similar Laws”).


 


2.1.8.  
In making its decision to purchase the Subscribed Shares, Subscriber represents that it has relied solely upon independent investigation
made by Subscriber and the representations, warranties and covenants of the Issuer contained in this Subscription Agreement. Without
limiting the generality of the foregoing, Subscriber


 




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has not
relied on any statements or other information provided by anyone (including Credit Suisse Securities (USA) LLC and Morgan Stanley &
Co. LLC (collectively, in their capacity as placement agents, the “Placement Agents”)), other than the Issuer and
its representatives concerning the Issuer or the Subscribed Shares or the offer and sale of the Subscribed Shares. Subscriber acknowledges
and agrees that Subscriber has received access to and has had an adequate opportunity to review such information as Subscriber deems
necessary in order to make an investment decision with respect to the Subscribed Shares, including with respect to the Issuer, Grove
and the Transactions. Subscriber represents and agrees that Subscriber and Subscriber’s professional advisor(s), if any, have had
the full opportunity to ask such questions, receive such answers and obtain such information as Subscriber and Subscriber’s professional
advisor(s), if any, have deemed necessary to make an investment decision with respect to the Subscribed Shares. Subscriber represents
and warrants it is relying exclusively on its own investment analysis and due diligence (including professional advice it deems appropriate)
with respect to the Transactions, the Subscribed Shares and the business, condition (financial and otherwise), management, operations,
properties and prospects of the Issuer and Grove including but not limited to all business, legal, regulatory, accounting, credit and
tax matters. Subscriber further acknowledges that Subscriber has not relied upon the Placement Agents in connection with Subscriber’s
due diligence review of the offering of the Subscribed Shares and the Issuer.


 


2.1.9.  
Subscriber acknowledges and agrees that (a) it has been informed that each of the Placement Agents is acting solely as placement
agent in connection with the Transactions and is not acting as an underwriter or in any other capacity in connection with the Subscriptions
and is not and shall not be construed as a fiduciary for Subscriber in connection with the Transactions, (b) the Placement Agents have
not made and will not make any representation or warranty, whether express or implied, of any kind or character and have not provided
any advice or recommendation in connection with the Transactions, in each case, to Subscriber (c) the Placement Agents will have no responsibility
to Subscriber with respect to (i) any representations, warranties or agreements made by any person or entity under or in connection with
the Transactions or any of the documents furnished pursuant thereto or in connection therewith, or the execution, legality, validity
or enforceability (with respect to any person) or any thereof, or (ii) the business, condition (financial and otherwise), management,
operations, properties or prospects of, the Issuer, Grove or the Transactions, and (d) the Placement Agents, their respective affiliates
or any control persons, officers, directors, employees, partners, agents or representatives of the Placement Agents, shall have no liability
or obligation (including without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards,
liabilities, costs, expenses or disbursements incurred by Subscriber) to the maximum extent permitted by applicable law, whether in contract,
tort or otherwise, to Subscriber, or to any person claiming through Subscriber, in respect of the Transactions. Subscriber further acknowledges
that Morgan Stanley & Co. LLC is acting as financial advisor to Grove in connection with the Transactions. Issuer and Grove are solely
responsible for paying any fees or other commission owed to the Placement Agents in connection with the Transactions.


 




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2.1.10.  
Subscriber became aware of this offering of the Subscribed Shares solely by means of direct contact between Subscriber and the
Issuer or one of their respective representatives. Subscriber did not become aware of this offering of the Subscribed Shares, nor were
the Subscribed Shares offered to Subscriber, by any general solicitation. Subscriber acknowledges that the Issuer represents and warrants
that the Subscribed Shares were not offered by any form of general solicitation or general advertising, including methods described in
section 502(c) of Regulation D under the Securities Act.


 


2.1.11.  
Subscriber understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the
Subscribed Shares or made any findings or determination as to the fairness of an investment in the Subscribed Shares.


 


2.1.12.  
Subscriber represents and warrants that Subscriber is not (i) a person or entity named on the List of Specially Designated Nationals
and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”)
or in any Executive Order issued by the President of the United States and administered by OFAC (“OFAC List”), or
a person or entity prohibited by any OFAC sanctions program, (ii) a Designated National as defined in the Cuban Assets Control Regulations,
31 C.F.R. Part 515 or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Subscriber agrees
to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that Subscriber is permitted
to do so under applicable law. If Subscriber is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.),
as amended by the USA PATRIOT Act of 2001, and its implementing regulations (collectively, the “BSA/PATRIOT Act”),
Subscriber represents that it maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT
Act. Subscriber also represents that, to the extent required, it maintains policies and procedures reasonably designed for the screening
of its investors against the OFAC sanctions programs, including the OFAC List. Subscriber further represents and warrants that, to the
extent required, it maintains policies and procedures reasonably designed to ensure that the funds held by Subscriber and used to purchase
the Subscribed Shares were legally derived.


 


2.1.13.  
If Subscriber is an employee benefit plan that is subject to Title I of ERISA, a plan, an individual retirement account or other
arrangement that is subject to section 4975 of the Code or an employee benefit plan that is a governmental plan (as defined in section
3(32) of ERISA), a church plan (as defined in section 3(33) of ERISA), a non-U.S. plan (as described in section 4(b)(4) of ERISA) or
other plan that is not subject to the foregoing but may be subject to provisions under any other Similar Laws or an entity whose underlying
assets are considered to include “plan assets” of any such plan, account or arrangement (each, a “Plan”),
Subscriber represents and warrants that neither the Issuer nor any of its affiliates (the “Transaction Parties”) has
acted as the Plan’s fiduciary, or has been relied on for advice, with respect to its decision to acquire and hold the Subscribed
Shares, and none of the Transaction Parties shall at any time be


 




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relied upon
as the Plan’s fiduciary with respect to any decision to acquire, continue to hold or transfer the Subscribed Shares.


 


2.1.14.  
Subscriber is not a foreign person (as defined in 31 C.F.R. Part 800.224) in which the national or subnational governments of
a single foreign state have a substantial interest (as defined in 31 C.F.R. Part 800.244) and that will acquire a substantial interest
in the Issuer as a result of the purchase and sale of Subscribed Shares hereunder such that a declaration to the Committee on Foreign
Investment in the United States would be mandatory under 31 C.F.R. Part 800.401, and no foreign person will have control (as defined
in 31 C.F.R. Part 800.208) over the Issuer from and after the Closing as a result of the purchase and sale of the Subscribed Shares hereunder.


 


2.1.15.  
On each date the Purchase Price would be required to be funded to the Issuer pursuant to Section ‎3.1, Subscriber
will have sufficient immediately available funds to pay the Purchase Price pursuant to Section ‎3.1.


 


2.1.16.  
No broker, finder or other financial consultant has acted on behalf of Subscriber in connection with this Subscription Agreement
or the transactions contemplated hereby in such a way as to create any liability on the Issuer.


 


2.1.17.  
Subscriber agrees that, from the date of this Subscription Agreement until the Closing or the earlier termination of this Subscription
Agreement, none of Subscriber, its controlled affiliates, or any person or entity acting on behalf of Subscriber or any of its controlled
affiliates or pursuant to any understanding with Subscriber or any of its controlled affiliates will engage in any Short Sales with respect
to securities of the Issuer. For the purposes hereof, “Short Sales” shall include, without limitation, all “short
sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, and all types of direct and indirect stock
pledges (other than pledges in the ordinary course of business as part of prime brokerage arrangements), forward sale contracts, options,
puts, calls, swaps and similar arrangements (including on a total return basis), including through non-U.S. broker dealers or foreign
regulated brokers. Notwithstanding the foregoing, (a) nothing herein shall prohibit any entities under common management or that share
an investment advisor with Subscriber (including Subscriber’s controlled affiliates and/or affiliates) from entering into any Short
Sales and (b) in the case of a Subscriber that is a multimanaged investment vehicle whereby separate portfolio managers manage separate
portions of such Subscriber’s assets, this Section 2.1.17 shall only apply with respect to the portion of assets managed by the
portfolio manager that made the investment decision to purchase the Subscribed Shares covered by this Subscription Agreement. For the
avoidance of doubt, this Section 2.1.17 shall not apply to (i) any sale (including the exercise of any redemption right) of securities
of the Issuer (A) held by the Subscriber, its controlled affiliates or any person or entity acting on behalf of the Subscriber or any
of its controlled affiliates prior to the execution of this Subscription Agreement or (B) purchased by the Subscriber, its controlled
affiliates or any person or entity acting on behalf of the Subscriber or any of its controlled affiliates in an open market transaction
after the execution of this Subscription Agreement or (ii) ordinary course, non-speculative hedging transactions.


 




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2.2.  
Issuer’s Representations, Warranties and Agreements. To induce Subscriber to purchase the Subscribed Shares, the
Issuer hereby represents and warrants to Subscriber and agrees with Subscriber, as of the date hereof and as of the Closing Date, as
follows:


 


2.2.1.  
The Issuer has been duly incorporated and (i) is validly existing and in good standing under the laws of its jurisdiction of incorporation
or formation, (ii) is duly licensed or qualified to conduct its business and, if applicable, in good standing under the laws of each
jurisdiction (other than its jurisdiction of incorporation) in which the conduct of its business or the ownership of its properties or
assets requires such license or qualification, except, with respect to the foregoing clause (ii), where the failure to be in good standing
would not reasonably be expected to have an Issuer Material Adverse Effect (as defined below), (iii) has all requisite power and authority
to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations
under this Subscription Agreement. As of the Closing Date, the Issuer will be duly incorporated, validly existing and in good standing
under the laws of the State of Delaware.


 


2.2.2.  
The Subscribed Shares will be duly authorized and, when issued and delivered to Subscriber against full payment for the Subscribed
Shares, will be free and clear of all liens or other restrictions (other than arising under applicable securities laws) in accordance
with the terms of this Subscription Agreement and registered with the Issuer’s transfer agent, the Subscribed Shares will be validly
issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights under
the Issuer’s constitutive agreements or applicable law.


 


2.2.3.  
This Subscription Agreement has been duly authorized, validly executed and delivered by the Issuer and, assuming that this Subscription
Agreement constitutes the valid and binding obligation of Subscriber, is the valid and binding obligation of the Issuer, and is enforceable
against Issuer in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally and (ii) principles of
equity, whether considered at law or equity.


 


2.2.4.  
The execution, delivery and performance of this Subscription Agreement (including compliance by the Issuer with all of the provisions
hereof), the issuance and sale of the Subscribed Shares and the consummation of the other transactions contemplated herein, including
the Transactions, will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a
default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Issuer
or any of its subsidiaries pursuant to the terms of any indenture, mortgage, charge, deed of trust, loan agreement, lease, license or
other agreement or instrument to which the Issuer or any of its subsidiaries is a party or by which the Issuer or any of its subsidiaries
is bound or to which any of the property or assets of the Issuer or any of its subsidiaries is subject, which would reasonably be expected
to have a material adverse effect on the business, properties, financial condition, stockholders’ equity or results of operations
of the Issuer and Grove and their respective


 




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subsidiaries,
taken as a whole or materially and adversely affects the ability of the Issuer to timely perform its obligations under this Subscription
Agreement, in each case subject to the exceptions in the definition of Company Material Adverse Effect in the Business Combination Agreement
mutatis mutandis (collectively, an “Issuer Material Adverse Effect”), (ii) result in any violation of the provisions
of the organizational documents of the Issuer or any of its subsidiaries or (iii) result in any violation of any statute or any judgment,
order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer or any
of its subsidiaries or any of its properties that would reasonably be expected to have an Issuer Material Adverse Effect.


 


2.2.5.  
Neither the Issuer, nor any person acting on its behalf has, directly or indirectly, made any offers or sales of any security
of the Issuer nor solicited any offers to buy any security under circumstances that would adversely affect reliance by the Issuer on
Section 4(a)(2) of the Securities Act for the exemption from registration for the transactions contemplated hereby or would require registration
of the issuance of the Subscribed Shares under the Securities Act.


 


2.2.6.  
Neither the Issuer, nor any person acting on its behalf has conducted any general solicitation or general advertising, including
methods described in section 502(c) of Regulation D under the Securities Act, in connection with the offer or sale of any of the Subscribed
Shares and neither the Issuer, nor any person acting on its behalf has offered any of the Subscribed Shares in a manner involving a public
offering under, or in a distribution in violation of, the Securities Act or any state securities laws.


 


2.2.7.  
Concurrently with the execution and delivery of this Subscription Agreement, the Issuer is entering into the Other Subscription
Agreements providing for the sale of an aggregate of [--] Common Shares for an aggregate purchase price of $[--](including the Subscribed
Shares purchased and sold under this Subscription Agreement ). Other than the Other Subscription Agreements, the Issuer has not entered
into any side letter or agreement (written or oral) with any Other Subscriber or any other investor relating to or modifying such Other
Subscriber’s or investor’s direct or indirect investment in the Issuer. The Other Subscription Agreements reflect the same
Per Share Price and terms that are not materially more favorable from an economic perspective to any similarly situated Other Subscriber
thereunder than the terms of this Subscription Agreement. The Other Subscription Agreements have not been amended in any material respect
following the date of this Subscription Agreement.


 


2.2.8.  
As of the date of this Subscription Agreement, the authorized share capital of the Issuer consists of 200,000,000 Class A ordinary
shares, 20,000,000 Class B ordinary shares and 1,000,000 preference shares, $0.0001 par value each and as of the date immediately prior
to the Transactions, the authorized share capital of the Issuer will consist of 200,000,000 Class A ordinary shares, 20,000,000 Class
B ordinary shares and 1,000,000 preference shares, $0.0001 par value each. All issued and outstanding ordinary shares of the Issuer have
been duly authorized and validly issued, are fully paid, non-assessable and are not subject to preemptive or similar rights. There are
no shareholder agreements, voting trusts or other agreements or understandings to


 




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which the
Issuer is a party or by which it is bound relating to the voting of any securities of the Issuer, other than as contemplated by the Business
Combination Agreement and the Ancillary Agreements (as defined in the Business Combination Agreement). There are no securities or instruments
issued by or to which the Issuer is a party containing anti-dilution or similar provisions that will be triggered by the issuance of
(i) the Subscribed Shares or (ii) the shares to be issued pursuant to any Other Subscription Agreement that have not been or will not
be validly waived on or prior to the closing of the Transactions.


 


2.2.9.  
Assuming the accuracy of Subscriber’s representations and warranties set forth in Section ‎2.1 of this
Subscription Agreement, (i) no registration under the Securities Act is required for the offer and sale of the Subscribed Shares by the
Issuer to Subscriber and (ii) no consent, approval, order or authorization of, or registration, qualification, designation, declaration
or filing with, any federal, state or local governmental authority is required on the part of the Issuer in connection with the consummation
of the transactions contemplated by this Subscription Agreement, except for filings pursuant to Regulation D of the Securities Act and
applicable state securities laws and filings required to consummate the Transactions as provided under the Business Combination Agreement.


 


2.2.10.  
As of the date hereof, there are no pending or, to the knowledge of the Issuer, threatened, suits, claims, actions, or proceedings,
which, if determined adversely, would, individually or in the aggregate, reasonably be expected to have an Issuer Material Adverse Effect.
As of the date hereof, there is no unsatisfied judgment , any open injunction, or any decree, ruling or order of any governmental authority
or arbitrator outstanding against or binding upon the Issuer, which would, individually or in the aggregate, reasonably be expected to
have an Issuer Material Adverse Effect.


 


2.2.11.  
The Issuer is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or
registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person
in connection with the execution, delivery and performance by the Issuer of this Subscription Agreement (including, without limitation,
the issuance of the Subscribed Shares), other than (i) filings with the Commission, (ii) filings required by applicable state or federal
securities laws, (iii) filings required in accordance with Section ‎‎4, (iv) those required by the New York Stock
Exchange (the “NYSE”) or Nasdaq, and (v) filings, the failure of which to obtain would not be reasonably be expected
to have, individually or in the aggregate, an Issuer Material Adverse Effect.


 


2.2.12.  
At Closing, the Issuer will be classified as a domestic corporation for U.S. federal income tax purposes.


 


2.2.13.  
The Issuer made available to Subscriber (including via the Commission’s EDGAR system) a true, correct and complete copy
of each form, report, statement, schedule, prospectus, proxy, registration statement and other documents filed by the Issuer with the
Commission prior to the date of this Subscription Agreement (the “SEC Documents”), which SEC Documents, as of their
respective filing dates, complied in all material respects with the requirements of the Exchange Act applicable to the SEC


 




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Documents
and the rules and regulations of the Commission promulgated thereunder and applicable to the SEC Documents. As of their respective dates,
all SEC Documents required to be filed by the Issuer with the Commission prior to the date hereof complied in all material respects with
the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder.
None of the SEC Documents filed under the Exchange Act, contained, when filed or, if amended prior to the date of this Subscription Agreement,
as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omitted
to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading. The Issuer has timely filed each report, statement, schedule, prospectus, and registration statement
that the Issuer was required to file with the Commission since its inception and through the date hereof. As of the date hereof, there
are no material outstanding or unresolved comments in comment letters from the Commission staff with respect to any of the SEC Documents.
The financial statements of Issuer included in the SEC Documents complied in all material respects with applicable accounting requirements
and the rules and regulations of the SEC with respect thereto as in effect at the time of filing and fairly present in all material respects
the financial condition of Issuer as of and for the dates thereof and the results of operations and cash flows for the periods then ended,
subject, in the case of unaudited statements, to normal, year-end audit adjustments, and such financial statements have been prepared
in conformity with GAAP applied on a consistent basis during the periods involved (except as may be disclosed therein or in the notes
thereto, and except that the unaudited financial statements may not contain all footnotes required by GAAP); except, in each case, as
set forth in any subsequent SEC Document filed or furnished with the SEC on or prior to the date hereof.


 


2.2.14.  
No broker, finder or other financial consultant has acted on behalf of the Issuer in connection with this Subscription Agreement
or the transactions contemplated hereby in such a way as to create any liability on Subscriber.


 


2.2.15.  
The Issuer is not, and immediately after receipt of payment for the Subscribed Shares will not be, an “investment company”
within the meaning of the Investment Company Act of 1940, as amended.


 


2.2.16.  
Issuer represents and warrants that Issuer is not (i) a person or entity named on OFAC List, or a person or entity prohibited
by any OFAC sanctions program, (ii) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515 or (iii)
a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Subscriber agrees to provide law enforcement
agencies, if requested thereby, such records as required by applicable law, provided that Issuer is permitted to do so under applicable
law. If Issuer is a financial institution subject to the BSA/PATRIOT Act, Issuer represents that it maintains policies and procedures
reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. Issuer also represents that, to the extent required,
it maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including
the OFAC List. Issuer further represents and warrants that,


 




    11 


     


    

to the extent
required, it maintains policies and procedures reasonably designed to ensure that the funds held by Issuer were legally derived.


 


2.2.17.  
The Issuer is not in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute
a default or violation) of any term, condition or provision of (i) the organizational documents of the Issuer, (ii) any loan or credit
agreement, guarantee, note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which, as of the date
of this Subscription Agreement, the Issuer is a party or by which the Issuer’s properties or assets are bound or (iii) any statute
or any judgment, order, rule or regulation of any court or governmental agency, taxing authority or regulatory body, domestic or foreign,
having jurisdiction over the Issuer or any of its properties, except, in the case of clauses (ii) and (iii), for defaults or violations
that have not had and would not be reasonably likely to have, individually or in the aggregate, an Issuer Material Adverse Effect.


 


2.2.18.  
The Issuer is in compliance with all applicable laws, except where such non-compliance would not be reasonably likely to have
an Issuer Material Adverse Effect.


 


2.2.19.  
As of the date hereof, the issued and outstanding Class A ordinary shares, $0.0001 par value, of the Issuer (the “Class
A Shares”) are registered pursuant to Section 12(b) of the Exchange Act, and are listed for trading on NYSE under the symbol
“VGII”. There is no suit, action, proceeding or investigation pending or, to the knowledge of the Issuer, threatened against
the Issuer by NYSE or the Commission with respect to any intention by such entity to deregister the Class A Shares or prohibit or terminate
the listing of the Class A Shares on NYSE. The Issuer has taken no action that is designed to terminate the registration of the Class
A Shares under the Exchange Act or the listing of the Class A Shares on the NYSE. Following the Redomestication, the Class A Shares are
expected to be registered under the Exchange Act and listed for trading on the NYSE or Nasdaq.


 


2.2.20.  
Upon consummation of the Transactions, the issued and outstanding Shares will continue to be registered pursuant to Section 12(b)
of the Exchange Act and will be listed for trading on the NYSE.


 


3.  
Settlement Date and Delivery.


 


3.1.  
Closing. The closing of the Subscription contemplated hereby (the “Closing”) shall occur on the date
of, and immediately prior to (but subject to), the consummation of the Transactions (the date of the Closing, the “Closing Date”).
Upon written notice from (or on behalf of) the Issuer to Subscriber (the “Closing Notice”) at least five (5) Business
Days prior to the date that the Issuer reasonably expects all conditions to the closing of the Transactions to be satisfied (the “Expected
Closing Date”), upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 3, Subscriber shall
deliver to the Issuer, the Purchase Price for the Subscribed Shares, (i) no later than two (2) Business Days prior to the Expected Closing
Date by wire transfer of United States dollars in immediately available funds to the account specified by the Issuer in the Closing Notice,
such funds to be held by the


 




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Issuer in escrow until
the Closing, or (ii) on the Closing Date, following Subscriber’s receipt of reasonably acceptable evidence from the Company’s
transfer agent showing Subscriber as the owner of the Subscribed Shares on and as of the Closing Date, to an account specified by the
Issuer and as otherwise mutually agreed by Subscriber and the Issuer acting reasonably (“Alternative Settlement Procedures”).
For the avoidance of doubt, mutually agreeable Alternative Settlement Procedures shall include, without limitation, Subscriber delivering
to the Issuer on the Closing Date the Purchase Price for the Subscribed Shares by wire transfer of U.S. dollars in immediately available
funds to the account specified by the Issuer in the Closing Notice against delivery to the undersigned of the Subscribed Shares. On the
Closing Date, the Issuer shall issue to Subscriber (or the funds and accounts designated by Subscriber if so designated by Subscriber,
or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable, the Subscribed
Shares, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws),
which Subscribed Shares, unless otherwise determined by the Issuer, shall be uncertificated, with record ownership reflected only in
the register of shareholders of the Issuer and shall, prior to Subscriber delivering the funds on the Closing Date, provide evidence
of such issuance from the Issuer’s transfer agent showing Subscriber as the owner of the Subscribed Shares on and as of the Closing
Date. If the Transactions are not consummated within three (3) Business Days after the Expected Closing Date, the Issuer shall promptly
(but no later than one (1) Business Day thereafter) return the Purchase Price to Subscriber by wire transfer of United States dollars
in immediately available funds to an account specified by Subscriber, and the Subscribed Shares shall be cancelled. Notwithstanding such
return, (i) a failure to close on the Expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions
to Closing set forth in this Section 3 to be satisfied or waived on or prior to the Closing Date, and (ii) unless and until this Subscription
Agreement is terminated in accordance with Section 5 hereof, Subscriber shall remain obligated (A) to redeliver funds on the new Closing
Date to the Issuer following the Issuer’s delivery to Subscriber of a new Closing Notice and (B) to consummate the Closing upon
satisfaction of the conditions set forth in this Section 3. For purposes of this Subscription Agreement, “Business Day”
means any day that, in New York, New York, is neither a legal holiday nor a day on which banking institutions are generally authorized
or required by law or regulation to close.


 


3.2.  
Conditions to Closing of the Issuer.


 


The Issuer’s
obligations to sell and issue the Subscribed Shares at the Closing are subject to the fulfillment or (to the extent permitted by applicable
law) written waiver by the Issuer, on or prior to the Closing Date, of each of the following conditions:


 


3.2.1.  
Representations and Warranties Correct. The representations and warranties made by Subscriber in Section ‎2.1
hereof shall be true and correct in all material respects when made (unless they specifically speak as of another date in which case
they shall be true and correct in all material respects as of such date) (other than representations and warranties that are qualified
as to materiality or Subscriber Material Adverse Effect, which representations and warranties shall be true and correct in all respects),
and shall be true and correct in all material respects on and as of the Closing Date (unless they specifically speak as of another date
in which case they shall be true and correct in all material respects as of such date) (other than representations and


 




    13 


     


    

warranties
that are qualified as to materiality or Subscriber Material Adverse Effect, which representations and warranties shall be true in all
respects) with the same force and effect as if they had been made on and as of said date, but in each case without giving effect to consummation
of the Transactions.


 


3.2.2.  
Compliance with Covenants. Subscriber shall have performed, satisfied and complied in all respects with the covenants,
agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by Subscriber at or prior
to the Closing, except where the failure of such performance or compliance would not or would not reasonably be expected to prevent,
materially delay, or materially impair the ability of Subscriber to consummate the Closing.


 


3.2.3.  
Closing of the Transactions. All conditions precedent to each of the Issuer’s and Grove’s obligations to consummate,
or cause to be consummated, the Transactions set forth in the Business Combination Agreement shall have been satisfied or waived by the
party entitled to the benefit thereof under the Business Combination Agreement (other than those conditions that may only be satisfied
at the consummation of the Transactions, but subject to satisfaction or waiver by such party of such conditions as of the consummation
of the Transactions), and the Transactions will be consummated immediately following the Closing.


 


3.2.4.  
Legality. There shall not be in force any order, judgment, injunction, decree, writ, stipulation, determination or award,
in each case, entered by or with any governmental authority, statute, rule or regulation enjoining or prohibiting the consummation of
the Subscription.


 


3.3.  
Conditions to Closing of Subscriber.


 


Subscriber’s
obligation to purchase the Subscribed Shares at the Closing is subject to the fulfillment or (to the extent permitted by applicable law)
written waiver by Subscriber, on or prior to the Closing Date, of each of the following conditions:


 


3.3.1.  
Representations and Warranties Correct. The representations and warranties made by the Issuer in Section ‎2.2
hereof shall be true and correct in all material respects when made (unless they specifically speak as of another date in which case
they shall be true and correct in all material respects as of such date) (other than representations and warranties that are qualified
as to materiality or Issuer Material Adverse Effect, which representations and warranties shall be true and correct in all respects),
and shall be true and correct in all material respects on and as of the Closing Date (unless they specifically speak as of another date
in which case they shall be true and correct in all material respects as of such date) (other than representations and warranties that
are qualified as to materiality or Issuer Material Adverse Effect, which representations and warranties shall be true and correct in
all respects) with the same force and effect as if they had been made on and as of said date, but in each case without giving effect
to consummation of the Transactions.


 




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3.3.2.  
Compliance with Covenants. The Issuer shall have performed, satisfied and complied in all respects with the covenants,
agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by the Issuer at or prior
to the Closing, except where the failure of such performance or compliance would not or would not reasonably be expected to prevent,
materially delay, or materially impair the ability of the Issuer to consummate the Closing.


 


3.3.3.  
Closing of the Transactions. All conditions precedent to the consummation of the Transactions set forth in the Business
Combination Agreement shall have been satisfied or waived by the party entitled to the benefit thereof under the Business Combination
Agreement (other than those conditions that may only be satisfied at the consummation of the Transactions, but subject to satisfaction
or waiver by such party of such conditions as of the consummation of the Transactions), and the Transactions will be consummated immediately
following the Closing.


 


3.3.4.  
Legality. There shall not be in force any order, judgment, injunction, decree, writ, stipulation, determination or award,
in each case, entered by or with any governmental authority, statute, rule or regulation enjoining or prohibiting consummation of the
transactions contemplated by this Subscription Agreement or the Transactions and no such governmental authority shall have instituted
or threatened in writing a proceeding seeking to impose any such restraint or prohibition.


 


3.3.5.  
Amendment of Business Combination Agreement. The terms of the Business Combination Agreement shall not have been amended
in a manner that would reasonably be expected to materially and adversely affect the economic benefits that Subscriber (in its capacity
as such) would reasonably expect to receive under this Subscription Agreement unless Subscriber has consented in writing to such amendment.


 


3.3.6.  
Listing. No suspension of the qualification of the Common Shares for offering or sale or trading in any jurisdiction, and
no suspension or removal from listing of the Common Shares on the NYSE or Nasdaq, and no initiation or threatening of any proceedings
for any of such purposes or delisting, shall have occurred, and the Subscribed Shares shall be approved for listing on the NYSE or Nasdaq,
as applicable, subject to official notice of issuance.


 


3.3.7.  
Amendment of Other Subscription Agreements. There shall have been no amendment, waiver or modification to the Other Subscription
Agreements (including via side letter or other agreement) that materially economically benefits the Other Subscribers thereunder unless
the Subscriber has been offered the same benefits.


 


4.  
Registration Statement.


 


4.1.  
The Issuer agrees that, within twenty (20) business days after the consummation of the Transactions (the “Filing Date”),
the Issuer will file with the Commission (at the Issuer’s sole cost and expense) a registration statement (the “Registration
Statement”) registering the resale of the Subscribed Shares (the “Registrable Securities”), and the Issuer
shall use its commercially reasonable efforts to have the Registration Statement declared


 




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effective as soon
as practicable after the filing thereof, but no later than the earlier of (i) the 60th calendar day (or 90th calendar day if the Commission
notifies the Issuer that it will “review” the Registration Statement) following the Closing Date and (ii) the 5th Business
Day after the date the Issuer is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement
will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Date”);
provided, however, that the Issuer’s obligations to include the Registrable Securities in the Registration Statement are contingent
upon Subscriber furnishing a completed and executed selling shareholders questionnaire in customary form to the Issuer that contains
the information required by Commission rules for a Registration Statement regarding Subscriber, the securities of the Issuer held by
Subscriber and the intended method of disposition of the Registrable Securities to effect the registration of the Registrable Securities,
and Subscriber shall execute such documents in connection with such registration as the Issuer may reasonably request that are customary
of a selling stockholder in similar situations, including providing that the Issuer shall be entitled to postpone and suspend the effectiveness
or use of the Registration Statement, if applicable, as permitted hereunder; provided, that Subscriber shall not in connection with the
foregoing be required to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability
to transfer the Registrable Securities. For purposes of clarification, any failure by the Issuer to file the Registration Statement by
the Filing Date or to effect such Registration Statement by the Effectiveness Date shall not otherwise relieve the Issuer of its obligations
to file or effect the Registration Statement as set forth above in this Section ‎4. For purposes of this Section
‎4, Registrable Securities shall include, as of any date of determination, the Subscribed Shares and any other equity
security of the Issuer issued or issuable with respect to the Subscribed Shares by way of share split, dividend, distribution, recapitalization,
merger, exchange, replacement or similar event or otherwise and “Subscriber” shall include any person to which the rights
under this Section 4 shall have been duly assigned. The Issuer will provide a draft of the Registration Statement to Subscriber for review
at least two (2) business days in advance of filing the Registration Statement. In no event shall Subscriber be identified as a statutory
underwriter in the Registration Statement unless requested by the Commission and consented to by the Subscriber. If the Commission requests
that Subscriber be identified as a statutory underwriter in the Registration Statement, Subscriber will have an opportunity to withdraw
from the Registration Statement. Notwithstanding the foregoing, if the Commission prevents the Issuer from including any or all of the
Subscribed Shares proposed to be registered for resale under the Registration Statement due to limitations on the use of Rule 415 of
the Securities Act for the resale of the Subscribed Shares by the applicable shareholders or otherwise, (i) such Registration Statement
shall register for resale such number of Subscribed Shares which is equal to the maximum number of Subscribed Shares as is permitted
by the Commission and (ii) the number of Subscribed Shares to be registered for each selling shareholder named in the Registration Statement
shall be reduced pro rata among all such selling shareholders; and as promptly as practicable after being permitted to register additional
Subscribed Shares under Rule 415 under the Securities Act, the Issuer shall amend the Registration Statement or file a new Registration
Statement to register such Subscribed Shares not included in the initial Registration Statement and cause such amendment or Registration
Statement to become effective as promptly as practicable.


 




    16 


     


    

4.2.  
In the case of the registration effected by the Issuer pursuant to this Subscription Agreement, the Issuer shall, upon reasonable
request, inform Subscriber as to the status of such registration. At its expense the Issuer shall:


 


4.2.1.  
except for such times as the Issuer is permitted hereunder to suspend the use of the prospectus forming part of a Registration
Statement, use its commercially reasonable efforts to keep such registration, and any qualification, exemption or compliance under state
securities laws which the Issuer determines to obtain, continuously effective with respect to Subscriber, and to keep the applicable
Registration Statement or any subsequent shelf registration statement free of any material misstatements or omissions, until the earlier
of the following: (i) Subscriber ceases to hold any Registrable Securities and (ii) the date all Registrable Securities held by Subscriber
may be sold without restriction under Rule 144, including without limitation, any volume and manner of sale restrictions which may be
applicable to affiliates under Rule 144 and without the requirement for the Issuer to be in compliance with the current public information
required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable); provided, that for as long as the Registration Statement shall remain
effective pursuant to the immediately preceding sentence, the Issuer will use commercially reasonable efforts to file all reports, and
provide all customary and reasonable cooperation, necessary to enable Subscriber to resell the Subscribed Shares pursuant to the Registration
Statement, and update or amend the Registration Statement as necessary to include the Subscribed Shares.


 


4.2.2.  
advise Subscriber, as promptly as practicable but in any event within five (5) Business Days:


 


(a)  
when a Registration Statement or any post-effective amendment thereto has become effective;


 


(b)  
of any request by the Commission for amendments or supplements to any Registration Statement or the prospectus included therein
or for additional information;


 


(c)  
of the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or the initiation
of any proceedings for such purpose;


 


(d)  
of the receipt by the Issuer of any notification with respect to the suspension of the qualification of the Registrable Securities
included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and


 


(e)  
subject to the provisions in this Subscription Agreement, of the occurrence of any event that requires the making of any changes
in any Registration Statement or prospectus so that, as of such date, the statements therein are not misleading and do not omit to state
a material fact required to be stated therein or necessary to make the statements therein (in the case of a


 




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prospectus,
in the light of the circumstances under which they were made) not misleading.


 


Notwithstanding
anything to the contrary set forth herein, the Issuer shall not, when so advising Subscriber of such events, provide Subscriber with
any material, nonpublic information regarding the Issuer or subject the Subscriber to any duty of confidentiality;


 


4.2.3.  
use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration
Statement as soon as reasonably practicable;


 


4.2.4.  
upon the occurrence of any event contemplated in Section ‎4.2.2(d), except for such times as the Issuer is permitted
hereunder to suspend, and has suspended, the use of a prospectus forming part of a Registration Statement, the Issuer shall use its commercially
reasonable efforts to as soon as reasonably practicable prepare a post-effective amendment to such Registration Statement or a supplement
to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities
included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary
to make the statements therein, in the light of the circumstances under which they were made, not misleading; and


 


4.2.5.  
use its commercially reasonable efforts to cause all Subscribed Shares to be listed on each securities exchange or market, if
any, on which the Issuer’s common stock is then listed.


 


4.3.  
Notwithstanding anything to the contrary in this Subscription Agreement, the Issuer shall be entitled to delay or postpone the
effectiveness of the Registration Statement, and from time to time to require Subscriber not to sell under the Registration Statement
or to suspend the effectiveness thereof, (i) as may be necessary in connection with the preparation and filing of a post-effective amendment
to the Registration Statement following the filing of the Issuer’s Annual Report on Form 10-K, or (ii) if the filing, effectiveness
or continued use of any Registration Statement would require the Issuer to make any public disclosure of material non-public information,
which disclosure, in the good faith determination of the board of directors of the Issuer, after consultation with counsel to the Issuer,
(a) would be required to be made in any Registration Statement in order for the applicable Registration Statement not to contain any
untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading,
(b) would not be required to be made at such time if the Registration Statement were not being filed, and (c) the Issuer has a bona fide
business purpose for not making such information public (each such circumstance, a “Suspension Event”); provided,
however, that the Issuer may not delay or suspend the Registration Statement on more than two occasions or for more than sixty
(60) consecutive calendar days, or more than ninety (90) total calendar days, in each case, during any twelve-month period. Upon receipt
of any written notice from the Issuer (which notice shall not contain any material non-public information regarding the Issuer and which
notice shall not be subject to any duty of confidentiality) of the happening of any Suspension Event during the period that the Registration
Statement is effective or if as a result of a Suspension Event the Registration Statement or related


 




    18 


     


    

prospectus contains
any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made (in the case of the prospectus) not misleading, Subscriber agrees that
it will immediately discontinue offers and sales of the Subscribed Shares under the Registration Statement (excluding, for the avoidance
of doubt, sales conducted pursuant to Rule 144) until Subscriber receives copies of a supplemental or amended prospectus (which the Issuer
agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective
amendment has become effective or unless otherwise notified by the Issuer that it may resume such offers and sales (which notice shall
not contain any material non-public information regarding the Issuer and which notice shall not be subject to any duty of confidentiality).
If so directed by the Issuer, Subscriber will deliver to the Issuer or, in Subscriber’s sole discretion destroy, all copies of
the prospectus covering the Subscribed Shares in Subscriber’s possession; provided, however, that this obligation
to deliver or destroy all copies of the prospectus covering the Subscribed Shares shall not apply (i) to the extent Subscriber is required
to retain a copy of such prospectus (a) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements
or (b) in accordance with a bona fide pre-existing document retention policy or (ii) to copies stored electronically on archival servers
as a result of automatic data back-up.


 


4.4.  
Subscriber may deliver written notice (including via email in accordance with Section 6.3
(an “Opt-Out Notice”) to the Issuer requesting that Subscriber not receive notices from the Issuer otherwise
required by Section 4.3; provided, however, that Subscriber may later revoke any such Opt-Out Notice
in writing. Following receipt of an Opt-Out Notice from Subscriber (unless subsequently revoked), (i) the Issuer shall
not deliver any such notices to Subscriber and Subscriber shall no longer be entitled to the rights associated with any such notice and
(ii) each time prior to Subscriber’s intended use of an effective Registration Statement, Subscriber will notify the Issuer
in writing at least two (2) business days in advance of such intended use, and if a notice of a Suspension Event was previously
delivered (or would have been delivered but for the provisions of this Section 4.4) and the related suspension period
remains in effect, the Issuer will so notify Subscriber, within one (1) business day of Subscriber’s notification to the Issuer,
by delivering to Subscriber a copy of such previous notice of Suspension Event, and thereafter will provide Subscriber with the related
notice of the conclusion of such Suspension Event immediately upon its availability (which notices shall not contain any material non-public
information regarding the Issuer and which notice shall not be subject to any duty of confidentiality).


 


4.5.  
The parties agree that:


 


4.5.1.  
The Issuer shall, notwithstanding the termination of this Subscription Agreement, indemnify and hold harmless, to the extent permitted
by law, Subscriber (to the extent a seller under the Registration Statement), the officers, directors, agents, partners, members, managers,
shareholders, affiliates, employees and investment advisers of each Subscriber, each person who controls such Subscriber (within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and the officers, directors, partners, members,
managers, shareholders, agents, affiliates,


 




    19 


     


    

employees
and investment advisers of each such controlling from and against any and all losses, claims, damages, liabilities, costs and expenses
(including, without limitation, any reasonable attorneys’ fees and expenses incurred in connection with defending or investigating
any such action or claim) (collectively, “Losses”), as incurred, that arise out of or are based upon (i) any untrue
or alleged untrue statement of material fact contained in any Registration Statement (or incorporated by reference therein), prospectus
included in any Registration Statement or preliminary prospectus or any amendment thereof or supplement thereto or arising out of or
relating to any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements
therein (in the case of any prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were
made) not misleading or (ii) any violation or alleged violation by the Issuer of the Securities Act, Exchange Act or any state securities
law or any rule or regulation thereunder, in connection with the performance of its obligations under this Section 4, except insofar
as the same are caused by or contained in any information furnished in writing to the Issuer by or on behalf of Subscriber expressly
for use therein or Subscriber has omitted a material fact from such information; provided, however, that the indemnification contained
in this Section ‎4.5 shall not apply to amounts paid in settlement of any Losses if such settlement is effected without
the consent of the Issuer (which consent shall not be unreasonably withheld, conditioned or delayed), nor shall the Issuer be liable
for any Losses to the extent they arise out of or are based upon a violation which occurs (A) in reliance upon and in conformity with
written information furnished by Subscriber expressly for use in such Registration Statement or preliminary prospectus or any amendment
thereof or supplement thereto, (B) in connection with any failure of such person to deliver or cause to be delivered a prospectus made
available by the Issuer in a timely manner, (C) as a result of offers or sales effected by or on behalf of any person by means of a “free
writing prospectus” (as defined in Rule 405 under the Securities Act) that was not authorized in writing by the Issuer, or (D)
in connection with any offers or sales effected by or on behalf of Subscriber in violation of Section ‎4.3 hereof.
The Issuer shall notify Subscriber promptly of the institution, threat or assertion of any proceeding arising from or in connection with
the transactions contemplated by this Section ‎4 of which the Issuer is aware.


 


4.5.2.  
Subscriber agrees, severally and not jointly with any person that is a party to the Other Subscription Agreements, to indemnify
and hold harmless, to the extent permitted by law, the Issuer, its directors, officers, employees and agents and each person who controls
the Issuer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) against any and all Losses, as
incurred, that arise out of or are based upon any untrue or alleged untrue statement of material fact contained in any Registration Statement,
prospectus included in any Registration Statement or preliminary prospectus or any amendment thereof or supplement thereto or arising
out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the
case of any prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading,
but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by
such Subscriber expressly for use therein; provided, however, that the indemnification contained in this Section ‎4.5
shall


 




    20 


     


    

not apply
to amounts paid in settlement of any Losses if such settlement is effected without the consent of Subscriber (which consent shall not
be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary herein, in no event shall the liability of
Subscriber be greater in amount than the dollar amount of the net proceeds received by Subscriber upon the sale of the Subscribed Shares
purchased pursuant to this Subscription Agreement giving rise to such indemnification obligation.


 


4.5.3.  
Any person entitled to indemnification herein shall (1) give prompt written notice to the indemnifying party of any claim with
respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right
to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (2) unless in such indemnified
party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to
such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified
party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified
party without its consent. An indemnifying party who elects not to assume the defense of a claim shall not be obligated to pay the fees
and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the
reasonable judgment of legal counsel to any indemnified party a conflict of interest exists between such indemnified party and any other
of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party (which
consent shall not be unreasonably withheld, conditioned or delayed), consent to the entry of any judgment or enter into any settlement
which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the
terms of such settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff
to such indemnified party of a release from all liability in respect to such claim or litigation.


 


4.5.4.  
The indemnification provided for under this Subscription Agreement shall remain in full force and effect regardless of any investigation
made by or on behalf of the indemnified party and shall survive the transfer of the Subscribed Shares purchased pursuant to this Subscription
Agreement.


 


4.5.5.  
If the indemnification provided under this Section ‎4.5 from the indemnifying party is unavailable or insufficient
to hold harmless an indemnified party in respect of any Losses referred to herein, then the indemnifying party, in lieu of indemnifying
the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages,
liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified
party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall
be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of
a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying
party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent,


 




    21 


     


    

knowledge,
access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the Losses
or other liabilities referred to above shall be deemed to include, subject to the limitations set forth above, any legal or other fees,
charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section
‎4.5 from any person who was not guilty of such fraudulent misrepresentation. Each indemnifying party’s obligation
to make a contribution pursuant to this Section 4.5 shall be individual, not joint and several, and in no event shall the liability
of Subscriber be greater in amount than the dollar amount of the net proceeds received by Subscriber upon the sale of the Subscribed
Shares purchased pursuant to this Subscription Agreement giving rise to such contribution obligation.


 


5.  
Termination. This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights
and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon
the earliest to occur of (i) such date and time as the Business Combination Agreement is validly terminated in accordance with its terms,
(ii) upon the mutual written agreement of each of the parties hereto to terminate this Subscription Agreement and (iii) at the election
of Subscriber after July 31, 2022 if the Closing shall not have occurred; provided that nothing herein will relieve any party
from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law
or in equity to recover losses, liabilities or damages arising from such breach. The Issuer shall promptly notify Subscriber of the termination
of the Business Combination Agreement promptly after the termination of such agreement. Upon the termination hereof in accordance with
this Section 5, any monies paid by Subscriber to the Issuer in connection herewith shall promptly (and in any event within one (3) Business
Days) be returned in full to Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by Subscriber,
without any deduction for or on account of any tax withholding, charges or set-off, whether or not the Transaction shall have been consummated.


 


6.  
Miscellaneous.


 


6.1.  
Further Assurances. At the Closing, the parties hereto shall execute and deliver such additional documents and take such
additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the Subscription as contemplated
by this Subscription Agreement.


 


6.1.1.  
Subscriber acknowledges that the Issuer will rely on the acknowledgments, understandings, agreements, representations and warranties
made by Subscriber contained in this Subscription Agreement. Prior to the Closing, Subscriber agrees to promptly notify the Issuer and
the Placement Agents if any of the acknowledgments, understandings, agreements, representations and warranties made by Subscriber set
forth herein are no longer accurate in all material respects. The Issuer acknowledges that Subscriber will rely on the acknowledgments,
understandings, agreements, representations and warranties made by the Issuer contained in this Subscription Agreement. Prior to the
Closing, the Issuer agrees to promptly notify Subscriber if any of the acknowledgments, understandings, agreements, representations


 




    22 


     


    

and warranties
made by Issuer set forth herein are no longer accurate in all material respects (other than those acknowledgments, understandings, agreements,
representations and warranties qualified by materiality, in which case the Issuer shall notify Subscriber if they are no longer accurate
in any respect).


 


6.1.2.  
Each of the Issuer, Subscriber and each of the Placement Agents is entitled to rely upon this Subscription Agreement and is irrevocably
authorized to produce this Subscription Agreement or a copy hereof to any interested party in any administrative or legal proceeding
or official inquiry with respect to the matters covered hereby.


 


6.1.3.  
The Issuer may request from Subscriber such additional information as the Issuer may reasonably deem necessary to evaluate the
eligibility of Subscriber to acquire the Subscribed Shares, and Subscriber shall provide such information as may be reasonably requested,
to the extent within Subscriber’s possession and control or otherwise readily available to Subscriber, provided that the Issuer
agrees to keep confidential any such information provided by Subscriber.


 


6.1.4.  
Each of Subscriber and the Issuer shall pay all of its own respective expenses in connection with this Subscription Agreement
and the transactions contemplated herein (it being agreed that all expenses related to the Registration Statement are for the account
of the Issuer to the extent provided in Section 4, and the Issuer shall be responsible for the fees of its transfer agent and all of
DTC’s fees associated with the issuance of the Subscribed Shares).


 


6.1.5.  
Each of Subscriber and the Issuer shall take, or cause to be taken, all actions and do, or cause to be done, all things necessary,
proper or advisable to consummate the transactions contemplated by this Subscription Agreement on the terms and conditions described
therein no later than immediately prior to the consummation of the Transactions.


 


6.2.  
Subscriber hereby acknowledges and agrees that, except in respect of any stock lending program, it will not, nor will any person
acting at Subscriber’s direction or pursuant to any understanding with Subscriber (including Subscriber’s controlled affiliates),
directly or indirectly, offer, sell, pledge, contract to sell, sell any option in, or engage in hedging activities or execute any “short
sales” (as defined in Rule 200 of Regulation SHO under the Exchange Act) with respect to, any Subscribed Shares or any securities
of the Issuer or any instrument exchangeable for or convertible into any Subscribed Shares or any securities of the Issuer until the
consummation of the Transactions (or such earlier termination of this Subscription Agreement in accordance with its terms). Notwithstanding
the foregoing, (i) nothing herein shall prohibit any entities under common management or that share an investment advisor with Subscriber
(including Subscriber’s controlled affiliates and/or affiliates) from entering into any Short Sales; (ii) in the case of a Subscriber
that is a multimanaged investment vehicle whereby separate portfolio managers manage separate portions of such Subscriber’s assets,
this Section 6.2 shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment
decision to purchase the Subscribed Shares covered by this Subscription Agreement. For the avoidance of doubt, this Section 6.2 shall
not apply to


 




    23 


     


    

(i) any sale (including
the exercise of any redemption right) of securities of the Issuer (A) held by the Subscriber, its controlled affiliates or any person
or entity acting on behalf of the Subscriber or any of its controlled affiliates prior to the execution of this Subscription Agreement
or (B) purchased by the Subscriber, its controlled affiliates or any person or entity acting on behalf of the Subscriber or any of its
controlled affiliates in an open market transaction after the execution of this Subscription Agreement or (ii) ordinary course, non-speculative
hedging transactions.


 


6.3.  
Notices. Any notice or communication required or permitted hereunder shall be in writing and either delivered personally,
emailed or sent by overnight mail via a reputable overnight carrier, or sent by certified or registered mail, postage prepaid, and shall
be deemed to be given and received (i) when so delivered personally, (ii) when sent, with no mail undeliverable or other rejection notice,
if sent by email, or (iii) three (3) Business Days after the date of mailing to the address below or to such other address or addresses
as such person may hereafter designate by notice given hereunder:


 


(i) if to Subscriber,
to such address or addresses set forth on the signature page hereto;


 


(ii) if to the Issuer,
to:


 


Virgin Group Acquisition Corp.
II





65 Bleecker Street, 6th
Floor 


New York, NY 10012





Attention: 


Harold Brunink





Email: 


harold.brunink@virgin.com


 


with a required copy
(which copy shall not constitute notice) to:


 


Davis Polk & Wardwell LLP





450 Lexington Avenue 


New York, NY 10017





Attention: 


Derek Dostal, Lee Hochbaum,
William Aaronson





Email: 


derek.dostal@davispolk.com





lee.hochbaum@davispolk.com





william.aaronson@davispolk.com


 


6.4.  
Entire Agreement. This Subscription Agreement constitutes the entire agreement, and supersedes all other prior agreements,
understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof,
including any commitment letter entered into relating to the subject matter hereof.


 


6.5.  
Modifications and Amendments. This Subscription Agreement may not be amended, modified, supplemented or waived except by
an instrument in writing, signed by the party against whom enforcement of such amendment, modification, supplement or waiver is sought
and also signed by Grove.


 




    24 


     


    

6.6.  
Assignment. Neither this Subscription Agreement nor any rights, interests or obligations that may accrue to the parties
hereunder (other than the Subscribed Shares acquired hereunder and the rights set forth in Section 4) may be transferred or assigned
without the prior written consent of the Subscriber, Issuer and Grove; provided that all or a portion of Subscriber’s rights and
obligations hereunder (including Subscriber’s rights to purchase the Subscribed Shares) may be assigned to one or more of its affiliates
(including any fund or account managed by the same investment manager as Subscriber), or by an affiliate of such investment manager,
without the prior consent of the Issuer, provided that such assignee(s) agrees in writing to be bound by the terms hereof, and upon such
assignment by a Subscriber, the assignee(s) shall become Subscriber hereunder and have the rights and obligations and be deemed to make
the representations and warranties of Subscriber provided for herein to the extent of such assignment; provided further that,
no assignment shall relieve the assigning party of any of its obligations hereunder, including any assignment to any fund or account
managed by the same investment manager as Subscriber.


 


6.7.  
Benefit. Except as otherwise provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit
of the parties hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements,
representations, warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such
heirs, executors, administrators, successors, legal representatives and permitted assigns. This Subscription Agreement shall not confer
rights or remedies upon any person other than the parties hereto and their respective successors and assigns, except that the Placement
Agents shall be third-party beneficiaries to the representations and warranties made by the Issuer and Subscriber in this Subscription
Agreement and Grove shall be a third-party beneficiary with respect to the entirety of this Subscription Agreement and as provided in
Section 4.5.


 


6.8.  
Governing Law. This Subscription Agreement, and any claim or cause of action hereunder based upon, arising out of or related
to this Subscription Agreement (whether based on law, in equity, in contract, in tort or any other theory) or the negotiation, execution,
performance or enforcement of this Subscription Agreement, shall be governed by and construed in accordance with the laws of the State
of Delaware, without giving effect to the principles of conflicts of law thereof.


 


6.9.  
Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties irrevocably consents to the exclusive jurisdiction and
venue of the Court of Chancery of the State of Delaware, provided that if subject matter jurisdiction over the matter that is the subject
of the legal proceeding is vested exclusively in the U.S. federal courts, such legal proceeding shall be heard in the U.S. District Court
for the District of Delaware (together with the Court of Chancery of the State of Delaware, “Chosen Courts”), in connection
with any matter based upon or arising out of this Subscription Agreement. Each party hereby waives, and shall not assert as a defense
in any legal dispute, that (i) such person is not personally subject to the jurisdiction of the Chosen Courts for any reason, (ii) such
legal proceeding may not be brought or is not maintainable in the Chosen Courts, (iii) such person’s property is exempt or immune
from execution, (iv) such legal proceeding is brought in an inconvenient forum or (v) the venue of such legal proceeding is improper.
Each party hereby consents to service of process in any such proceeding in any manner permitted by Delaware law, further consents to
service of process by


 




    25 


     


    

nationally recognized
overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at its address
specified pursuant to Section ‎6.3 and waives and covenants not to assert or plead any objection which they might otherwise
have to such manner of service of process. Notwithstanding the foregoing in this Section ‎6.9, a party may commence
any action, claim, cause of action or suit in a court other than the Chosen Courts solely for the purpose of enforcing an order or judgment
issued by the Chosen Courts. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES WAIVES ANY RIGHT
TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS SUBSCRIPTION AGREEMENT WHETHER NOW EXISTING
OR HEREAFTER ARISING. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY
SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT. FURTHERMORE,
NO PARTY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT
BE WAIVED.


 


6.10.  
Severability. If any provision of this Subscription Agreement shall be invalid, illegal or unenforceable, the validity,
legality or enforceability of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby
and shall continue in full force and effect.


 


6.11.  
No Waiver of Rights, Powers and Remedies. No failure or delay by a party hereto in exercising any right, power or remedy
under this Subscription Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right,
power or remedy of such party. No single or partial exercise of any right, power or remedy under this Subscription Agreement by a party
hereto, nor any abandonment or discontinuance of steps to enforce any such right, power or remedy, shall preclude such party from any
other or further exercise thereof or the exercise of any other right, power or remedy hereunder. The election of any remedy by a party
hereto shall not constitute a waiver of the right of such party to pursue other available remedies. No notice to or demand on a party
not expressly required under this Subscription Agreement shall entitle the party receiving such notice or demand to any other or further
notice or demand in similar or other circumstances or constitute a waiver of the rights of the party giving such notice or demand to
any other or further action in any circumstances without such notice or demand.


 


6.12.  
Remedies.


 


6.12.1.  
The parties agree that irreparable damage would occur if this Subscription Agreement is not performed or the Closing is not consummated
in accordance with its specific terms or is otherwise breached and that money damages or other legal remedies would not be an adequate
remedy for any such damage. It is accordingly agreed that the parties hereto shall be entitled to equitable relief, including in the
form of an injunction or injunctions, to prevent breaches or threatened breaches of this Subscription Agreement and to enforce specifically
the terms and provisions of this Subscription Agreement in an appropriate court of competent jurisdiction as set forth in


 




    26 


     


    

Section
‎6.9, this being in addition to any other remedy to which any party is entitled at law or in equity, including money damages.
The right to specific enforcement shall include the right of the parties hereto to cause the other parties hereto to cause the transactions
contemplated hereby to be consummated on the terms and subject to the conditions and limitations set forth in this Subscription Agreement.
The parties hereto further agree (i) to waive any requirement for the security or posting of any bond in connection with any such equitable
remedy, (ii) not to assert that a remedy of specific enforcement pursuant to this Section ‎6.12 is unenforceable, invalid,
contrary to applicable law or inequitable for any reason and (iii) to waive any defenses in any action for specific performance, including
the defense that a remedy at law would be adequate.


 


6.12.2.  
The parties acknowledge and agree that this Section ‎6.12 is an integral part of the transactions contemplated
hereby and without that right, the parties hereto would not have entered into this Subscription Agreement.


 


6.13.  
Survival of Representations and Warranties and Covenants. All representations and warranties made by the parties hereto,
and all covenants and other agreements of the parties hereto, in this Subscription Agreement shall survive the Closing.


 


6.14.  
Headings and Captions. The headings and captions of the various subdivisions of this Subscription Agreement are for convenience
of reference only and shall in no way modify or affect the meaning or construction of any of the terms or provisions hereof.


 


6.15.  
Counterparts. This Subscription Agreement may be executed in one or more counterparts, all of which when taken together
shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered
to the other parties, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered
by facsimile transmission or any other form of electronic delivery, such signature shall create a valid and binding obligation of the
party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original
thereof.


 


6.16.  
Construction. The words “include,” “includes,” and “including”
will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed
to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context
otherwise requires. The words “this Subscription Agreement,” “herein,” “hereof,”
“hereby,” “hereunder,” and words of similar import refer to this Subscription Agreement as a whole
and not to any particular subdivision unless expressly so limited. The parties hereto intend that each representation, warranty, and
covenant contained herein will have independent significance. If any party hereto has breached any representation, warranty, or covenant
contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject
matter (regardless of the relative levels of specificity) which such party hereto has not breached will not detract from or mitigate
the fact that such party hereto is in breach of the first representation, warranty, or covenant. All references in this Subscription
Agreement to numbers of shares, per share amounts and purchase prices shall be appropriately adjusted to reflect any stock split, stock
dividend, stock combination, recapitalization or the like occurring after the date hereof.


 




    27 


     


    

6.17.  
Mutual Drafting. This Subscription Agreement is the joint product of the parties hereto and each provision hereof has been
subject to the mutual consultation, negotiation and agreement of the parties and shall not be construed for or against any party hereto.


 


7.  
Cleansing Statement; Disclosure.


 


7.1.  
The Issuer shall, by 9:00 a.m., New York City time, on the first (1st) Business Day immediately following the date of this Subscription
Agreement, issue one or more press releases or file with the Commission a Current Report on Form 8-K (collectively, the “Disclosure
Document”) disclosing all material terms of the transactions contemplated hereby and by the Other Subscription Agreements and
the Transactions and any other material nonpublic information that the Issuer or its officers, directors, employees or agents has provided
to Subscriber prior to the filing of the Disclosure Document. Upon the issuance of the Disclosure Document, to the actual knowledge of
the Issuer, Subscriber shall not be in possession of any material, non-public information received from the Issuer or any of its officers,
directors, employees or agents, and Subscriber shall no longer be subject to any confidentiality or similar obligations under any current
agreement, whether written or oral, with the Issuer, the Placement Agents or any of their respective affiliates, relating to the transactions
contemplated by this Subscription Agreement.


 


7.2.  
Notwithstanding anything in this Subscription Agreement to the contrary, the Issuer shall not (and shall cause its officers, directors,
employees and agents not to) publicly disclose the name of Subscriber or any affiliate or investment adviser of Subscriber, or include
the name of Subscriber or any affiliate or investment adviser of Subscriber without the prior written consent (including by e-mail) of
Subscriber (i) in any press release or marketing materials, or (ii) in any filing with the Commission or any regulatory agency or trading
market, except as required by the federal securities laws, rules or regulations and to the extent such disclosure is required by other
laws, rules or regulations, at the request of the staff of the Commission or regulatory agency or under regulations of the NYSE, in which
case the Issuer shall provide Subscriber with prior written notice (including by e-mail) of such permitted disclosure, and shall reasonably
consult with Subscriber regarding such disclosure.


 


8.  
Trust Account Waiver. In addition to the waiver of the Issuer pursuant to Section 6.03 of the Business Combination Agreement,
and notwithstanding anything to the contrary set forth herein, each of the Issuer and Subscriber acknowledges that the Issuer has established
a trust account containing the proceeds of its initial public offering and from certain private placements (collectively, with interest
accrued from time to time thereon, the “Trust Account”). Each of the Issuer and Subscriber agrees that (i) it has
no right, title, interest or claim of any kind in or to any monies held in the Trust Account, and (ii) it shall have no right of set-off
or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, in each case
in connection with this Subscription Agreement, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that
it may have in connection with this Subscription Agreement; provided, however, that nothing in this Section ‎8
shall be deemed to limit Subscriber’s right, title, interest or claim to the Trust Account by virtue of such Subscriber’s
record or beneficial ownership of securities of the Issuer, including, but not limited to, any redemption right with respect to any such
securities of the Issuer. In the event Subscriber has any Claim against the Issuer under this Subscription Agreement, Subscriber shall
pursue


 




    28 


     


    

such Claim solely
against the Issuer and its assets outside the Trust Account and not against the property or any monies in the Trust Account. Subscriber
agrees and acknowledges that such waiver is material to this Subscription Agreement and has been specifically relied upon by the Issuer
to induce the Issuer to enter into this Subscription Agreement and Subscriber further intends and understands such waiver to be valid,
binding and enforceable under applicable law.

Notwithstanding the foregoing, in no event shall the terms of this Section 8 apply to any money or other assets held outside the Trust
Account.


 


9.  
Non-Reliance. Subscriber acknowledges that it is not relying upon, and has not relied upon, any statement, representation
or warranty made by any person, firm or corporation, other than the representations and warranties of the Issuer expressly set forth
in this Subscription Agreement, in making its investment or decision to invest in the Issuer. Subscriber agrees that no Other Subscriber
pursuant to this Subscription Agreement or any other agreement related to the private placement of shares of the Issuer’s capital
stock (including the controlling persons, officers, directors, partners, agents or employees of any such Subscriber) shall be liable
to any Other Subscriber pursuant to this Subscription Agreement or any other agreement related to the private placement of shares of
the Issuer’s capital stock for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with
the purchase of the Subscribed Shares hereunder.


 


10.  
Rule 144. From and after such time as the benefits of Rule 144 promulgated under the Securities Act or any other similar
rule or regulation of the Commission that may allow Subscriber to sell securities of the Issuer to the public without registration are
available to holders of the Issuer’s shares of common stock and for so long as Subscriber holds the Subscribed Shares, the Issuer
agrees to:


 


10.1.  
make and keep public information available, as those terms are understood and defined in Rule 144; and


 


10.2.  
file with the Commission in a timely manner all reports and other documents required of the Issuer under the Securities Act and
the Exchange Act so long as the Issuer remains subject to such requirements and the filing of such reports and other documents is required
for the applicable provisions of Rule 144; and


 


10.3.  
furnish to Subscriber so long as it owns Subscribed Shares, as promptly as practicable upon request, (x) a written statement by
the Company, if true, that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, and
(y) such other information as may be reasonably requested to permit Subscriber to sell such securities pursuant to Rule 144 without registration.


 


The Issuer shall,
if requested by the Subscriber (i) cause the removal of any restrictive legend related to compliance with the federal securities laws
set forth on the Subscribed Shares, (ii) cause its legal counsel to deliver an opinion, if necessary, to the transfer agent in connection
with the instruction under subclause (i) to the effect that removal of such legends in such circumstances may be effected in compliance
under the Securities Act, and (iii) issue Subscribed Shares without any such legend in certificated or book-entry form or by electronic
delivery through The Depository Trust Company, at the Subscriber’s option, within two (2) Business


 




    29 


     


    

Days of such request,
if (A) such Subscribed Shares may be sold by the Subscriber without restriction under Rule 144, including without limitation, any volume
and manner of sale restrictions, or (B) the Subscriber has sold or transferred Subscribed Shares pursuant to the Registration Statement
or in compliance with Rule 144. The Issuer’s obligation to remove legends under this paragraph may be conditioned upon the Subscriber
providing such representations and documentation (including broker representation letters) as are reasonably necessary and customarily
required in connection with the removal of restrictive legends related to compliance with the federal securities laws.


 


11.  
Massachusetts Business Trust. If Subscriber is a Massachusetts Business Trust, a copy of the Agreement and Declaration
of Trust of Subscriber or any affiliate thereof is on file with the Secretary of State of the Commonwealth of Massachusetts and notice
is hereby given that the Subscription Agreement is executed on behalf of the trustees of Subscriber or any affiliate thereof as trustees
and not individually and that the obligations of the Subscription Agreement are not binding on any of the trustees, officers or stockholders
of Subscriber or any affiliate thereof individually but are binding only upon Subscriber or any affiliate thereof and its assets
and property.


 


[Signature Page
Follows]


 




    30 


     


    

IN WITNESS WHEREOF,
each of the Issuer and Subscriber has executed or caused this Subscription Agreement to be executed by its duly authorized representative
as of the date set forth below.


 


	 	VIRGIN GROUP ACQUISITION CORP. II
	 	 
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 




     


     


    

Accepted and agreed this seventh day
of December, 2021.


 


SUBSCRIBER:


 


	Signature of Subscriber:	 	Signature of Joint Subscriber, if applicable:
	 	 	 
	 	 	 
	By:	 	 	By:	 
	Name:	 	Name:
	Title:	 	Title:
	 	 	 	 	 


Date: December 7, 2021


 


	Name of Subscriber:	 	Name of Joint Subscriber, if applicable:
	 	 	 
	(Please print. Please indicate name and	 	(Please print. Please indicate name and
	Capacity of person signing above)	 	Capacity of person signing above)


 


	 	 	 
	Name in which securities are to be registered	 	 
	(if different from the name of Subscriber listed directly above):	 	 


 


Email Address:


 


If there are joint investors, please
check one:


 


☐
Joint Tenants with Rights of Survivorship


 


☐
Tenants-in-Common


 


☐
Community Property


 


	Subscriber’s EIN:	 	 	Joint Subscriber’s EIN:	 


 


	Business Address-Street:	 	Mailing Address-Street (if different):
	 	 	 
	 	 	 




     


     


    

	City, State, Zip:	 	City, State, Zip:


 


	Attn:	 	Attn:


 


	Telephone No.: _________________________	 	Telephone No.: _____________________


 


	Facsimile No.: __________________________	 	Facsimile No.: ______________________


 


Aggregate Number of Subscribed Shares
subscribed for:


 


_____________________________________________


 


Aggregate Purchase Price: $______________.


 


You must pay the Purchase Price by wire
transfer of U.S. dollars in immediately available funds to the account specified by the Issuer in the Closing Notice.


 




     


     


    

SCHEDULE I


 


ELIGIBILITY
REPRESENTATIONS OF SUBSCRIBER


 


A.  QUALIFIED
INSTITUTIONAL BUYER STATUS


 


(Please check the
applicable subparagraphs):


 


		1.	☐
                                            We are a “qualified institutional buyer”
                                            (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities
                                            Act”) (a “QIB”)).



 


		2.	☐
                                            We are subscribing for the Subscribed Shares as a fiduciary
                                            or agent for one or more investor accounts, and each owner of such account is a QIB.



 


*** OR ***


 


		B.	INSTITUTIONAL ACCREDITED INVESTOR STATUS
                                            (Please check the applicable subparagraphs):



 


		1.	☐
                                            We are an “accredited investor” (within
                                            the meaning of Rule 501(a) under the Securities Act) or an entity in which all of the equity
                                            holders are accredited investors within the meaning of Rule 501(a) under the Securities Act,
                                            and have marked and initialed the appropriate box on the following page indicating the provision
                                            under which we qualify as an “accredited investor.”



 


		2.	☐
                                            We are not a natural person.



 


*** AND ***


 


C.  AFFILIATE
STATUS


 


(Please check the
applicable box) SUBSCRIBER:


 


		☐	is:



 


		☐	is not:



 


an “affiliate” (as
defined in Rule 144 under the Securities Act) of the Issuer or acting on behalf of an affiliate of the Issuer.


 


This
page should be completed by Subscriber

and constitutes a part of the Subscription Agreement.


 




     


     


    

Rule 501(a) under the Securities Act,
in relevant part, states that an “accredited investor” shall mean any person who comes within any of the below listed categories,
or who the issuer reasonably believes comes within any of the below listed categories, at the time of the sale of the securities to that
person. Subscriber has indicated, by marking and initialing the appropriate box below, the provision(s) below which apply to Subscriber
and under which Subscriber accordingly qualifies as an “accredited investor.”


 


		☐	Any
                                            bank as defined in section 3(a)(2) of the Securities Act, or any savings and loan association
                                            or other institution as defined in section 3(a)(5)(A) of the Securities Act whether acting
                                            in its individual or fiduciary capacity;



 


		☐	Any
                                            broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934,
                                            as amended;



 


		☐	Any
                                            insurance company as defined in section 2(a)(13) of the Securities Act;



 


		☐	Any
                                            investment company registered under the Investment Company Act of 1940, as amended (the “Investment
                                            Company Act”) or a business development company as defined in section 2(a)(48)
                                            of the Investment Company Act;



 


		☐	Any
                                            Small Business Investment Company licensed by the U.S. Small Business Administration under
                                            section 301(c) or (d) of the Small Business Investment Act of 1958, as amended;



 


		☐	Any
                                            plan established and maintained by a state, its political subdivisions, or any agency or
                                            instrumentality of a state or its political subdivisions, for the benefit of its employees,
                                            if such plan has total assets in excess of $5,000,000;



 


		☐	Any
                                            employee benefit plan within the meaning of the Employee Retirement Income Security Act of
                                            1974, as amended (“ERISA”), if (i) the investment decision is made by
                                            a plan fiduciary, as defined in section 3(21) of ERISA, which is either a bank, a savings
                                            and loan association, an insurance company, or a registered investment adviser, (ii) the
                                            employee benefit plan has total assets in excess of $5,000,000 or, (iii) such plan is a self-directed
                                            plan, with investment decisions made solely by persons that are “accredited investors”;



 


		☐	Any
                                            private business development company as defined in section 202(a)(22) of the Investment Advisers
                                            Act of 1940, as amended;



 


		☐	Any
                                            (i) corporation, limited liability company or partnership, (ii) Massachusetts or similar
                                            business trust, or (iii) organization described in section 501(c)(3) of the Internal Revenue
                                            Code of 1986, as amended, not formed for the specific purpose of acquiring the securities
                                            offered, and with total assets in excess of $5,000,000;



 




     


     


    

		☐	Any
                                            director, executive officer, or general partner of the issuer of the securities being offered
                                            or sold, or any director, executive officer, or general partner of a general partner of that
                                            issuer;



 


		☐	Any
                                            natural person whose individual net worth, or joint net worth with that person’s spouse,
                                            exceeds $1,000,000. For purposes of calculating a natural person’s net worth: (a) the
                                            person’s primary residence shall not be included as an asset; (b) indebtedness that
                                            is secured by the person’s primary residence, up to the estimated fair market value
                                            of the primary residence at the time of the sale of securities, shall not be included as
                                            a liability (except that if the amount of such indebtedness outstanding at the time of sale
                                            of securities exceeds the amount outstanding sixty (60) days before such time, other than
                                            as a result of the acquisition of the primary residence, the amount of such excess shall
                                            be included as a liability); and (c) indebtedness that is secured by the person’s primary
                                            residence in excess of the estimated fair market value of the primary residence at the time
                                            of the sale of securities shall be included as a liability;



 


		☐	Any
                                            natural person who had an individual income in excess of $200,000 in each of the two most
                                            recent years or joint income with that person’s spouse in excess of $300,000 in each
                                            of those years and has a reasonable expectation of reaching the same income level in the
                                            current year;



 


		☐	Any
                                            trust, with total assets in excess of $5,000,000, not formed for the specific purpose of
                                            acquiring the securities offered, whose purchase is directed by a sophisticated person as
                                            described in Section 230.506(b)(2)(ii) of Regulation D;



 


		☐	Any
                                            entity in which all of the equity owners are “accredited investors”;



 


		☐	Any
                                            natural person holding in good standing one or more professional certifications or designations
                                            or credentials from an accredited educational institution that the SEC has designated as
                                            qualifying an individual for accredited investor status, such as a General Securities Representative
                                            license (Series 7), a Private Securities Offerings Representative license (Series 82) and
                                            an Investment Adviser Representative license (Series 65);



 


		☐	Any
                                            “family office” as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers
                                            Act of 1940 which was not formed for the purpose of investing in the Issuer, has assets under
                                            management in excess of $5,000,000 and whose prospective investment is directed by a person
                                            who has such knowledge and experience in financial and business matters that such family
                                            office is capable of evaluating the merits and risks of the prospective investment; or



 




     


     


    

		☐	Any
                                            “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers
                                            Act of 1940, of a family office, whose prospective investment in the Issuer is directed by
                                            such family office, and such family office is one (i) with assets under management in excess
                                            of $5,000,000, (ii) that was not formed for the specific purpose of investing in the Issuer
                                            , and (iii) whose prospective investment in the Issuer is directed by a person who has such
                                            knowledge and experience in financial and business matters that such family office is capable
                                            of evaluating the merits and risks of such prospective investment.