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. 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.
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among VIRGIN GROUP ACQUISITION CORP. II, as Parent, TREEHOUSE MERGER SUB, INC., as Merger Sub I,Agreement and Plan of Merger • April 4th, 2022 • Virgin Group Acquisition Corp. II • Retail-catalog & mail-order houses • Delaware
This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of March 31, 2022 (this “Agreement”), is made by and among Virgin Group Acquisition Corp. II, a Cayman Islands exempted company (“Parent”), Treehouse Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub I”), Treehouse Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Parent (“Merger Sub II” and, together with Merger Sub I, the “Merger Subs”), and Grove Collaborative, Inc., a Delaware public benefit corporation (the “Company”).
AMENDMENT TO SUPPORT AGREEMENTSupport Agreement • April 4th, 2022 • Virgin Group Acquisition Corp. II • Retail-catalog & mail-order houses
This Amendment to Support Agreement (herein, the “Amendment”) is made as of March 31, 2022, by and among (i) Virgin Group Acquisition Corp. II, a Cayman Islands corporation (“Parent”), (ii) Grove Collaborative, Inc., a Delaware public benefit corporation (the “Company”), and (iii) the undersigned Company stockholders (the “Company Stockholders” and each a “Company Stockholder”).
