Four Embarcadero Center Suite 2100 San Francisco, CA 94111Nebula Caravel Acquisition Corp. • November 20th, 2020 • Blank checks • New York
This agreement (the “Agreement”) is entered into on September 24, 2020 by and between Nebula Caravel Holdings, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Nebula Caravel Acquisition Corp., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 7,906,250 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 1,031,250 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
Nebula Caravel Acquisition Corp. Four Embarcadero Center, Suite 2100 San Francisco, CA 94111 (415) 780-9975Letter Agreement • December 7th, 2020 • Nebula Caravel Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Nebula Caravel Acquisition Corp., a Delaware corporation (the “Company”) and Deutsche Bank Securities Inc., William Blair & Company, L.L.C. and Stifel, Nicolaus & Company, Incorporated (collectively, the “Representatives”), relating to an underwritten initial public offering (the “Public Offering”), of 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-fifth of one redeemable warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registr
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 11th, 2020 • Nebula Caravel Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 8, 2020, is made and entered into by and among Nebula Caravel Acquisition Corp., a Delaware corporation (the “Company”), Nebula Caravel Holdings, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (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”).
NEBULA CARAVEL ACQUISITION CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC WARRANT AGREEMENT Dated as of December 8, 2020Warrant Agreement • December 11th, 2020 • Nebula Caravel Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 8, 2020 is by and between Nebula Caravel Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (the “Warrant Agent”).
25,000,000 Units Nebula Caravel Acquisition Corp. UNDERWRITING AGREEMENTNebula Caravel Acquisition Corp. • December 11th, 2020 • Blank checks • New York
Nebula Caravel Acquisition Corp., a Delaware corporation (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 25,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,750,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters. Certain capitalized terms used herein and not otherwise defined are defined in Section 20 hereof.
INDEMNITY AGREEMENTIndemnity Agreement • December 1st, 2020 • Nebula Caravel Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2020 by and between Nebula Caravel Acquisition Corp., a Delaware corporation (the “Company”), and [NAME OF D&O] (“Indemnitee”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • December 7th, 2020 • Nebula Caravel Acquisition Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of ___, 2020, by and between Nebula Caravel Acquisition Corp., a Delaware corporation (the “Company”), and the purchaser named on the signature page hereto (the “Purchaser”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement • December 11th, 2020 • Nebula Caravel Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of December 8, 2020 (this “Agreement”), is entered into by and between Nebula Caravel Acquisition Corp., a Delaware corporation (the “Company”), and Nebula Caravel Holdings, LLC, a Delaware limited liability company (the “Purchaser”).
NEBULA CARAVEL ACQUISITION CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC WARRANT AGREEMENT Dated as of ______, 2020Warrant Agreement • December 7th, 2020 • Nebula Caravel Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of _______, 2020 is by and between Nebula Caravel Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 11th, 2020 • Nebula Caravel Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 8, 2020 by and between Nebula Caravel Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Trustee”).
ROVER GROUP, INC. FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • August 5th, 2021 • Rover Group, Inc. • Services-personal services • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of July 30, 2021, and is between Rover Group, Inc., a Delaware corporation (f/k/a Nebula Caravel Acquisition Corp., the “Company”), and [Indemnitee Party] (“Indemnitee”).
Nebula Caravel Acquisition Corp. Four Embarcadero Center, Suite 2100 San Francisco, CA 94111 (415) 780-9975Letter Agreement • December 11th, 2020 • Nebula Caravel Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Nebula Caravel Acquisition Corp., a Delaware corporation (the “Company”) and Deutsche Bank Securities Inc., William Blair & Company, L.L.C. and Stifel, Nicolaus & Company, Incorporated (collectively, the “Representatives”), relating to an underwritten initial public offering (the “Public Offering”), of 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-fifth of one redeemable warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registr
Form of Investor Rights AgreementAddendum Agreement • February 11th, 2021 • Nebula Caravel Acquisition Corp. • Blank checks • Delaware
THIS INVESTOR RIGHTS AGREEMENT is entered into as of [•], 2021, by and among Nebula Caravel Acquisition Corp., a Delaware corporation (the “Company”), the parties listed as Investors on Schedule I hereto (each, a “Company Investor” and collectively, the “Company Investors”) and A Place for Rover, Inc. d/b/a Rover, a Delaware corporation (“Rover”).
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 and Plan of Merger • 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”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • February 11th, 2021 • Nebula Caravel Acquisition Corp. • Blank checks • Delaware
This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of February 10, 2021 by and among Nebula Caravel Holdings, LLC, a Delaware limited liability company (the “Sponsor”), the other Persons set forth on Schedule I hereto (together with the Sponsor, each, a “Sponsor Party” and, together, the “Sponsor Parties”), Nebula Caravel Acquisition Corp., a Delaware corporation (“Parent”), and A Place for Rover, Inc. d/b/a Rover, a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • August 5th, 2021 • Rover Group, Inc. • Services-personal services
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of July 26, 2021, is entered into by and among True Wind Capital II, L.P., a Delaware limited partnership, True Wind Capital II-A, L.P., a Delaware limited partnership (together, the “Assignors”), BBCM Master Fund Ltd., a Delaware limited partnership (the “Assignee”) and, solely as to Section 2, Section 4 and Section 5 of this Agreement, Nebula Caravel Acquisition Corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in that certain Backstop Subscription Agreement, dated as of February 10, 2021 (as amended, modified and/or supplemented from time to time, the “Subscription Agreement”), by and among the Company and the Assignors.
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.”
MEZZANINE LOAN AND SECURITY AGREEMENTMezzanine Loan and Security Agreement • May 20th, 2021 • Nebula Caravel Acquisition Corp. • Services-personal services • California
THIS MEZZANINE LOAN AND SECURITY AGREEMENT (this "Agreement") dated as of August 5, 2019 (the "Effective Date") among (a) SILICON VALLEY BANK, a California corporation ("SVB"), in its capacity as administrative agent and collateral agent ("Agent"), (b) SVB, as a lender, (c) WESTRIVER INNOVATION LENDING FUND VIII, L.P., a Delaware limited partnership ("WestRiver"), as a lender (SVB and WestRiver 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) A PLACE FOR ROVER, INC., a Delaware 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:
FORM OF SUBSCRIPTION AGREEMENTForm of Subscription Agreement • February 11th, 2021 • Nebula Caravel Acquisition Corp. • Blank checks
In connection with the proposed business combination (the “Transaction”) between Nebula Caravel Acquisition Corporation, a Delaware corporation (the “Company”), and A Place for Rover, Inc. d/b/a “Rover”, a Delaware corporation (“Rover”), which is expected to result in a business combination between the Company and Rover, pursuant to which the Company will directly or indirectly acquire 100% of the outstanding equity interests of Rover pursuant to the Transaction Agreement (defined below), the undersigned desires to subscribe for and purchase from the Company, and the Company desires to sell to the undersigned, that number of shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), upon consummation of the Transaction, set forth on the signature page hereof for a purchase price of $10.00 per share (the “Purchase Price”), on the terms and subject to the conditions contained herein. In connection therewith, the undersigned, Rover and the Company agre
A PLACE FOR ROVER, INC.Stock Option Agreement • March 21st, 2022 • Rover Group, Inc. • Services-personal services • Washington
Unless otherwise defined herein, the terms defined in the 2011 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • November 29th, 2023 • Rover Group, Inc. • Services-personal services • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of November 29, 2023, is by and among Biscuit Parent, LLC, a Delaware limited liability company (“Parent”), Biscuit Merger Sub, LLC, a Delaware limited liability company and a wholly-owned direct subsidiary of Parent (“Merger Sub”), and the undersigned stockholder (the “Stockholder”) of Rover Group, Inc., a Delaware corporation (the “Company”).
FIRST AMENDMENT TO WARRANT AGREEMENTWarrant Agreement • December 13th, 2021 • Rover Group, Inc. • Services-personal services • New York
THIS FIRST AMENDMENT TO WARRANT AGREEMENT (this “Amendment”), is made and entered into as of December 10, 2021, by and between Rover Group, Inc., a Delaware corporation and legal successor to Nebula Caravel Acquisition Corp. (“Rover”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (“AST”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Existing Warrant Agreement (as defined below).
DATED [●], 2018 [Option Holder] BARKING DOG VENTURES LIMITED A PLACE FOR ROVER, INC. RELEASE OF OLD EMI OPTION AND GRANT OF NEW EMI OPTION 5 New Street Square | London EC4A 3TWTel +44 (0)20 7300 7000Fax +44 (0)20 7300 7100 DX 41...Release and Grant of New Option Agreement • October 7th, 2021 • Rover Group, Inc. • Services-personal services • England and Wales
(A)The Option Holder is the holder of an EMI option granted by the Company under the rules of the Barking Dog Ventures Limited Enterprise Management Incentive (EMI) Share Option Plan (the "Plan"), attached hereto as Exhibit A, the details of which are set out in Part A of the Schedule to this Agreement (the "Old Option").
FORM OF STOCKHOLDER SUPPORT AGREEMENTForm of Stockholder Support Agreement • February 11th, 2021 • Nebula Caravel Acquisition Corp. • Blank checks • Delaware
This Stockholder Support Agreement (this “Agreement”) is dated as of February 10, 2021, by and among Nebula Caravel Acquisition Corp., a Delaware corporation (“Parent”), the Persons set forth on Schedule I hereto (each, a “Company Stockholder” and, collectively, the “Company Stockholders”), and A Place for Rover, Inc. d/b/a Rover, a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
EMPLOYMENT AND TRANSITION AGREEMENTEmployment and Transition Agreement • March 7th, 2022 • Rover Group, Inc. • Services-personal services • Washington
This Employment and Transition Agreement (“Agreement”) is made by and between Tracy Knox (“Executive”) and Rover Group, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
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
A PLACE FOR ROVER, INC.Stock Option Agreement • October 7th, 2021 • Rover Group, Inc. • Services-personal services • Washington
Unless otherwise defined herein, the terms defined in the 2011 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).
DATED [•], 2018 [Option Holder] BARKING DOG VENTURES LIMITED A PLACE FOR ROVER, INC. RELEASE OF OLD OPTION AND GRANT OF NEW OPTION 5 New Street Square | London EC4A 3TWTel +44 (0)20 7300 7000Fax +44 (0)20 7300 7100 DX 41 Londonwww.taylorwessing.comRelease and Grant of New Option Agreement • October 7th, 2021 • Rover Group, Inc. • Services-personal services • England and Wales
(A)The Option Holder is the holder of a non-tax favoured option granted by the Company under the rules of the Barking Dog Ventures Limited Enterprise Management Incentive (EMI) Share Option Plan (the "Plan"), attached hereto as Exhibit A, the details of which are set out in Part A of the Schedule to this Agreement (the "Old Option").
Employment Letter Agreement August 3, 2022Employment Letter Agreement • August 8th, 2022 • Rover Group, Inc. • Services-personal services
AGREEMENT AND PLAN OF MERGER by and among BISCUIT PARENT, LLC BISCUIT MERGER SUB, LLC and ROVER GROUP, INC. Dated as of November 29, 2023Agreement and Plan of Merger • November 29th, 2023 • Rover Group, Inc. • Services-personal services • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of November 29, 2023, by and among Biscuit Parent, LLC, a Delaware limited liability company (“Parent”), Biscuit Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”), and Rover Group, Inc., a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to as a “Party.” All capitalized terms that are used in this Agreement have the respective meanings given to them in Article I.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 20th, 2021 • Nebula Caravel Acquisition Corp. • Services-personal services • California
THIS LOAN AND SECURITY AGREEMENT (this "Agreement") dated as of May 23, 2018 (the "Effective Date") between SILICON VALLEY BANK, a California corporation ("Bank"), and A PLACE FOR ROVER, 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:
