BUSINESS COMBINATION AGREEMENT AND PLAN OF MERGER by and among NEBULA CARAVEL ACQUISITION CORP., FETCH MERGER SUB, INC., and A PLACE FOR ROVER, INC. D/B/A ROVER dated as of February 10, 2021Business Combination Agreement • February 11th, 2021 • Nebula Caravel Acquisition Corp. • Blank checks • Delaware
This Business Combination Agreement and Plan of Merger, dated as of February 10, 2021 (as amended, restated, modified or supplemented in accordance with its terms, this “Agreement”), is made and entered into by and among Nebula Caravel Acquisition Corp., a Delaware corporation (“Parent”), Fetch Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”) and A Place for Rover, Inc. d/b/a Rover, a Delaware corporation (the “Company”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • February 11th, 2021 • Nebula Caravel Acquisition Corp. • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of , 2021 by and between Rover Group, Inc., a Delaware corporation (the “Company”) (formerly known as Nebula Caravel Acquisition Corp., a Delaware corporation), and each of Nebula Caravel Holdings, LLC, a Delaware limited liability company (“Sponsor”), the Persons set forth on Schedule 1 hereto (the “Sponsor Key Holders”) and certain stockholders of A Place for Rover, Inc. d/b/a Rover, a Delaware corporation (“Rover”), set forth on Schedule 2 hereto (such stockholders, the “Company Holders”). The Sponsor, the Sponsor Key Holders, the Company Holders and any Person who hereafter becomes a party to this Agreement pursuant to Section 2 are referred to herein, individually, as a “Holder” and, collectively, as the “Holders.”
BACKSTOP SUBSCRIPTION AGREEMENTBackstop Subscription Agreement • February 11th, 2021 • Nebula Caravel Acquisition Corp. • Blank checks • Delaware
This Backstop Subscription Agreement (as amended, restated, modified or supplemented from time to time, this “Agreement”) is dated as of February 10, 2021 by and among Nebula Caravel Acquisition Corp, a Delaware corporation (“Parent”) and the persons identified on the signature page hereto under the heading “Subscriber” (the “Subscriber”). This Agreement relates to that certain Business Combination Agreement and Plan of Merger dated as of February 10, 2021, by and among Parent, A Place for Rover, Inc. d/b/a Rover, a Delaware corporation (the “Company”) and Fetch Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”) (as amended, restated, modified or supplemented from time to time, the “Merger Agreement”), pursuant to which, among other transactions, Merger Sub is to merge with and into the Company, with the Company continuing on as the surviving entity on the terms and conditions set forth therein (the “Merger”). Capitalized terms used b
