REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 25th, 2021 • Virgin Group Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 22, 2021, is made and entered into by and among Virgin Group Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Virgin Group Acquisition Sponsor II LLC, a Cayman Islands limited liability company (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
35,000,000 Units Virgin Group Acquisition Corp. II. UNDERWRITING AGREEMENTUnderwriting Agreement • March 25th, 2021 • Virgin Group Acquisition Corp. II • Blank checks • New York
INDEMNITY AGREEMENTIndemnity Agreement • March 25th, 2021 • Virgin Group Acquisition Corp. II • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of March 22, 2021, by and between VIRGIN GROUP ACQUISITION CORP. II, a Cayman Islands exempted company (the “Company”), and Evan Lovell (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 25th, 2021 • Virgin Group Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of March 22, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Virgin Group Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Virgin Group Acquisition Sponsor II LLC, a Cayman Islands limited liability company (the “Purchaser”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • March 15th, 2021 • Virgin Group Acquisition Corp. II • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021, by and between VIRGIN GROUP ACQUISITION CORP. II, a Cayman Islands exempted company (the “Company”), and [•] (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 25th, 2021 • Virgin Group Acquisition Corp. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 22, 2021 by and between Virgin Group Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
ContractGrove Collaborative Holdings, Inc. • June 23rd, 2022 • Retail-catalog & mail-order houses • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
Virgin Group Acquisition Corp. II New York, NY 10012Letter Agreement • March 25th, 2021 • Virgin Group Acquisition Corp. II • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Virgin Group Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Credit Suisse Securities (USA) LLC, as the underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 40,250,000 of the Company’s units (including up to 5,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-fifth of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold in the Public Offering pursuant to a regist
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 23rd, 2022 • Grove Collaborative Holdings, Inc. • Retail-catalog & mail-order houses • Delaware
THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of July 29, 2020 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and GROVE COLLABORATIVE, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
WARRANT AGREEMENTWarrant Agreement • March 25th, 2021 • Virgin Group Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 22, 2021, is by and between Virgin Group Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
STANDBY EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • July 18th, 2022 • Grove Collaborative Holdings, Inc. • Retail-catalog & mail-order houses • New York
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of July 18, 2022 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and GROVE COLLABORATIVE HOLDINGS, INC., a public benefit company incorporated under the laws of the State of Delaware (the “Company”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 15th, 2021 • Virgin Group Acquisition Corp. II • Blank checks • Delaware
This Securities Purchase Agreement (this “Agreement”), effective as of January 22, 2021, is made and entered into by and between Virgin Group Acquisition Corp. II., a Cayman Islands exempted company (the “Company”), and Virgin Group Acquisition Sponsor II LLC, a Cayman Islands limited liability company (the “Buyer”).
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTIndemnification Agreement • May 10th, 2022 • Virgin Group Acquisition Corp. II • Retail-catalog & mail-order houses • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of the day of , 20 (the “Effective Date”), by and between , a Delaware corporation (the “Company”), and (“Indemnitee”).
WARRANT TO PURCHASE SHARES OF COMMON SHARES of GROVE COLLABORATIVE, INC. (fka ePantry LLC)) Dated as of Void after the date specified in Section 8Grove Collaborative Holdings, Inc. • June 23rd, 2022 • Retail-catalog & mail-order houses • California
THIS CERTIFIES THAT, for value received, , or its registered assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from Grove Collaborative, Inc. (fka ePantry, LLC), a Delaware corporation (the “Company”), shares of the Company’s Common Stock (the “Shares”), in the amounts, at such times and at the price per share set forth in Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in connection with the transactions described in the Note and Warrant Purchase Agreement, dated as of , by and among the Company and the purchasers described therein (the “Purchase Agreement”), and is one of a series of warrants referred to as the “Warrants” in the Purchase Agreement.
ContractGrove Collaborative Holdings, Inc. • June 23rd, 2022 • Retail-catalog & mail-order houses • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.
ContractPurchase Stock • June 23rd, 2022 • Grove Collaborative Holdings, Inc. • Retail-catalog & mail-order houses • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 6.3 AND 6.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT by and among GROVE COLLABORATIVE HOLDINGS, INC., and THE STOCKHOLDERS THAT ARE SIGNATORIES HERETO Dated as of June 16, 2022Joinder Agreement • June 23rd, 2022 • Grove Collaborative Holdings, Inc. • Retail-catalog & mail-order houses • New York
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of June 16, 2022 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is made and entered into by and among (i) Grove Collaborative Holdings, Inc., a Delaware public benefit corporation domesticated from Virgin Group Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), (ii) the stockholders of the Company party hereto (the “Stockholders”) and (iii) any person or entity who hereafter becomes a party to this Agreement pursuant to Section 4.6 of this Agreement (each, a “Holder” and collectively with the Stockholders, the “Holders”).
SECURITY ISSUANCE AGREEMENTSecurity Issuance Agreement • December 27th, 2022 • Grove Collaborative Holdings, Inc. • Retail-catalog & mail-order houses • Delaware
This SECURITY ISSUANCE AGREEMENT (this “Agreement”) is entered into this 21st day of December, 2022 (the “Effective Date”), by and among Grove Collaborative Holdings, Inc., a Delaware public benefit corporation (the “Company”), and those investors listed on Schedule I hereto (including each such investors’ successors and permitted assigns, “Investors,” and each, an “Investor”).
ContractGrove Collaborative Holdings, Inc. • June 23rd, 2022 • Retail-catalog & mail-order houses • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE 1933 ACT, OR AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE ISSUER HEREOF, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT AS AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT IS AVAILABLE.
MEZZANINE LOAN AND SECURITY AGREEMENTMezzanine Loan and Security Agreement • June 23rd, 2022 • Grove Collaborative Holdings, Inc. • Retail-catalog & mail-order houses • Delaware
THIS MEZZANINE LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of April 30, 2021 (the “Effective Date”), among (a) SILICON VALLEY BANK, a California corporation (“SVB”), in its capacity as administrative agent and collateral agent (“Agent”), (b) SILICON VALLEY BANK, a California corporation, as a lender, (c) HERCULES CAPITAL, INC., a Maryland corporation (“Hercules”), as a lender (SVB and Hercules and each of the other “Lenders” from time to time a party hereto are referred to herein collectively as the “Lenders” and each individually as a “Lender”), and (d) GROVE COLLABORATIVE, INC., a Delaware public benefit corporation (“Borrower”), provides the terms on which Agent and the Lenders shall lend to Borrower, and Borrower shall repay Agent and the Lenders. The parties agree as follows:
LOAN AND SECURITY AGREEMENT Dated as of March 10, 2023 among SIENA LENDING GROUP LLC, as Lender, GROVE COLLABORATIVE HOLDINGS, INC., GROVE COLLABORATIVE, INC., and each other Person that becomes a Borrower from time to time, as Borrowers, and each...Loan and Security Agreement • March 14th, 2023 • Grove Collaborative Holdings, Inc. • Retail-catalog & mail-order houses • New York
This Loan and Security Agreement (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of March 10, 2023 among (1) Siena Lending Group LLC, together with its successors and permitted assigns (“Lender”), (2) Grove Collaborative Holdings, Inc., a Delaware public benefit corporation (“Holdings”), Grove Collaborative, Inc., a Delaware public benefit corporation (“Grove” and together with Holdings and any other Person who from time to time becomes a Borrower hereunder, collectively, the “Borrowers” and each individually, a “Borrower”), and (3) each of the Subsidiaries of the Borrowers signatory to this Agreement from time to time as guarantors (each individually, a “Guarantor” and collectively, the “Guarantors”). The Schedules and Exhibits to this Agreement are an integral part of this Agreement and are incorporated herein by reference. Terms used, but not defined elsewhere, in this Agreement are def
ContractEnglish Warrant Agreement • June 23rd, 2022 • Grove Collaborative Holdings, Inc. • Retail-catalog & mail-order houses • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (THE “1933 ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO YOU THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
ContractGrove Collaborative Holdings, Inc. • August 14th, 2023 • Retail-catalog & mail-order houses • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE 1933 ACT, OR AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE ISSUER HEREOF, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT AS AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT IS AVAILABLE.
GROVE COLLABORATIVE HOLDINGS, INC. AGREEMENT FOR THE PAYMENT OF BENEFITS FOLLOWING TERMINATION OF EMPLOYMENTGrove Collaborative Holdings, Inc. • November 9th, 2023 • Retail-catalog & mail-order houses • Delaware
AGREEMENT dated as of August 16, 2023 (the “Effective Date”) between Grove Collaborative Holdings, Inc., a Delaware public benefit corporation (the “Company”), and Jeff Yurcisin (the “Executive”).
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 23rd, 2022 • Grove Collaborative Holdings, Inc. • Retail-catalog & mail-order houses
This Second Amendment to Second Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into this 9th day of May, 2022, by and between SILICON VALLEY BANK, a California corporation (“Bank”) and GROVE COLLABORATIVE, INC., a Delaware public benefit corporation (“Borrower”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 11th, 2023 • Grove Collaborative Holdings, Inc. • Retail-catalog & mail-order houses
This Amendment No. 1 to Loan and Security Agreement (“Amendment No. 1”) is made effective as of March 10, 2023 (the “Amendment Date”) by and among Structural Capital Investments III, LP, Structural Capital Investments IV, LP, Avenue Sustainable Solutions Fund, L.P., and Series PCI Grove series of Structural Capital Primary Co-Investment Fund, LLC (collectively, together with any other party now or hereafter a lender hereunder, “Lenders” and each a “Lender”), Ocean II PLO LLC, a California limited liability company, as administrative and collateral agent for Lenders (“Agent”), Grove Collaborative Holdings, Inc., a Delaware public benefit corporation (“Holdings”), and Grove Collaborative, Inc., a Delaware public benefit corporation (“Grove”, and together with Holdings, each a “Borrower” and together, “Borrowers”).
GROVE COLLABORATIVE, INC. WARRANT TO PURCHASE COMMON STOCKGrove Collaborative Holdings, Inc. • June 23rd, 2022 • Retail-catalog & mail-order houses • California
THIS CERTIFIES THAT, for value received, ________ (the “Holder”), is entitled to purchase at the Exercise Price (defined below) from Grove Collaborative, Inc., a Delaware corporation (the “Company”), up to an aggregate of _____ shares of the Company’s Common Stock (the “Common Stock”), subject to the exercisability and other terms and conditions set forth herein. This Warrant is being issued in satisfaction of the Company’s obligations pursuant to that certain ___________Agreement between the Holder and the Company dated _____ (as the same may be amended and/or restated from time to time, the “Holder Agreement”).
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 23rd, 2022 • Grove Collaborative Holdings, Inc. • Retail-catalog & mail-order houses
This First Amendment to Second Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into this 30th day of April, 2021, by and between Silicon Valley Bank (“Bank”) and GROVE COLLABORATIVE, INC., a Delaware public benefit corporation (“Borrower”).
SUBSCRIPTION AGREEMENTSubscription Agreement • September 23rd, 2024 • Grove Collaborative Holdings, Inc. • Retail-catalog & mail-order houses • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 20th day of September 2024, by and between Grove Collaborative Holdings, Inc., a Delaware public benefit corporation (“Grove” or the “Company”), and Volition Capital Fund IV, L.P., a Delaware limited partnership (“Subscriber”).
SECOND AMENDMENT TO MEZZANINE LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 23rd, 2022 • Grove Collaborative Holdings, Inc. • Retail-catalog & mail-order houses
This Second Amendment to Mezzanine Loan and Security Agreement (this “Amendment”) is entered into this 16th day of June, 2022, by and between (a) SILICON VALLEY BANK, a California corporation (“SVB”), in its capacity as administrative agent and collateral agent (“Agent”), (b) SILICON VALLEY BANK, a California corporation, as a lender, (c) HERCULES CAPITAL, INC., a Maryland corporation (“Hercules”), as a lender (SVB and Hercules and each of the other “Lenders” from time to time a party hereto are referred to herein collectively as the “Lenders” and each individually as a “Lender”) and (d) GROVE COLLABORATIVE, INC., a Delaware public benefit corporation, formerly known as Treehouse Merger Sub II, LLC, a Delaware limited liability company (“Borrower”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 27th, 2022 • Grove Collaborative Holdings, Inc. • Retail-catalog & mail-order houses
This Loan and Security Agreement (this “Agreement”) is entered into as of December 21, 2022 (the “Closing Date”), by and among Structural Capital Investments III, LP, Structural Capital Investments IV, LP, Avenue Sustainable Solutions Fund, L.P., and Series PCI Grove series of Structural Capital Primary Co-Investment Fund, LLC (collectively, together with any other party now or hereafter a lender hereunder, “Lenders” and each a “Lender”), Ocean II PLO LLC, a California limited liability company, as administrative and collateral agent for Lenders (“Agent”), Grove Collaborative Holdings, Inc., a Delaware public benefit corporation (“Holdings”), and Grove Collaborative, Inc., a Delaware public benefit corporation (“Grove”, and together with Holdings, each a “Borrower” and together, “Borrowers”).
SUBSCRIPTION AGREEMENTSubscription Agreement • April 4th, 2022 • Virgin Group Acquisition Corp. II • Retail-catalog & mail-order houses • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 31st day of March 2022, by and among Virgin Group Acquisition Corp. II, a Cayman Islands exempted company (“VGAC”), Grove Collaborative, Inc., a Delaware public benefit corporation (“Grove” and, together with VGAC, each an “Issuer”), and Corvina Holdings Limited, a BVI business company limited by shares incorporated in the British Virgin Islands (“Subscriber”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business Combination Agreement (as defined below).
VIRGIN GROUP ACQUISITION CORP. II New York, New York, 10012Letter Agreement • March 25th, 2021 • Virgin Group Acquisition Corp. II • Blank checks • New York
This letter agreement (this “Agreement”) by and between Virgin Group Acquisition Corp. II (the “Company”) and Virgin Group Acquisition Sponsor II LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
AMENDMENT TO PROMISSORY NOTEPromissory Note • April 14th, 2022 • Virgin Group Acquisition Corp. II • Retail-catalog & mail-order houses • New York
This amendment to promissory note (this “Amendment”), dated as of April 8, 2022, is made and by and between Virgin Group Acquisition Corp. II, a Cayman Islands exempted company and blank check company (the “Maker”) and Virgin Group Acquisition Sponsor II LLC, or its registered assigns or successors in interest (the “Payee”).
VIRGIN GROUP ACQUISITION CORP. IILetter Agreement • April 4th, 2022 • Virgin Group Acquisition Corp. II • Retail-catalog & mail-order houses
Reference is made to that certain Sponsor Letter Agreement (the “Agreement”), dated as of December 7, 2021, by and between Grove Collaborative, Inc., a Delaware corporation (“Grove”), Virgin Group Acquisition Corp. II, a Cayman Islands exempted company (“VGII”), Credit Suisse Securities (USA) LLC, a Delaware limited liability company (“Credit Suisse”), as representative of the several Underwriters, Virgin Group Acquisition Sponsor II LLC, a Cayman Islands limited liability company (“Sponsor”), the Insiders (as defined in the Insider Letter, the “Insiders”) and the Holders (as defined in the Registration Rights Agreement, together with Sponsor, the “Holders”) (each individually a “Party” and collectively the “Parties”). Capitalized terms used, but not otherwise defined, in this letter agreement (this “Amendment”) shall have the meanings ascribed to them in the Agreement.
