Virgin Group Acquisition Corp. II Sample Contracts
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”).
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”).
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”).
INDEMNITY AGREEMENTIndemnification 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 Latif Peracha (“Indemnitee”).
ContractWarrant Agreement • 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 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 10012Underwriting 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:
STANDBY EQUITY PURCHASE AGREEMENTStandby Equity 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”).
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”).
WARRANT TO PURCHASE SHARES OF COMMON SHARES of GROVE COLLABORATIVE, INC. (fka ePantry LLC)) Dated as of Void after the date specified in Section 8Warrant Agreement • June 23rd, 2022 • Grove Collaborative Holdings, Inc. • 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.
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”).
ContractWarrant Agreement • 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.
ContractWarrant Agreement • June 23rd, 2022 • Grove Collaborative Holdings, Inc. • 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.
Grove Amendment No. 3 2 140690.01141/153967839v.2 140690.01141/136050591v.5 by bankruptcy, insolvency or other similar laws of general application relating to or affecting the enforcement of creditors’ rights or by general principal of equity. (ii)...Loan and Security Agreement • May 9th, 2025 • Grove Collaborative Holdings, Inc. • Retail-catalog & mail-order houses • New York
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”).
ContractWarrant Agreement • June 23rd, 2022 • Grove Collaborative Holdings, Inc. • 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:
ContractWarrant 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.
ContractWarrant Agreement • August 14th, 2023 • Grove Collaborative Holdings, Inc. • 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 EMPLOYMENTAgreement for the Payment of Benefits Following Termination of Employment • November 9th, 2023 • Grove Collaborative Holdings, Inc. • 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”).
SEPARATION AGREEMENTSeparation Agreement • March 19th, 2025 • Grove Collaborative Holdings, Inc. • Retail-catalog & mail-order houses • California
This Separation Agreement and General Release of All Claims (“Separation Agreement”) is made by and between Grove Collaborative, Inc. (“Company”) and Sergio G. Cervantes Romero (“Employee”) with respect to the following facts:
Execution Version \ AMENDMENT NO. 4 TO LOAN AND SECURITY AGREEMENT THIS AMENDMENT NO. 4 TO LOAN AND SECURITY AGREEMENT (“Amendment No. 4”) is made effective as of September 26, 2025 (the “Amendment Date”) by and among Siena Lending Group LLC...Loan and Security Agreement • September 30th, 2025 • Grove Collaborative Holdings, Inc. • Retail-catalog & mail-order houses • New York
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 STOCKWarrant Agreement • June 23rd, 2022 • Grove Collaborative Holdings, Inc. • 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 AGREEMENTMezzanine Loan 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”).
AMENDMENT TO STANDBY EQUITY PURCHASE AGREEMENTAmendment to Standby Equity Purchase Agreement • July 8th, 2025 • Grove Collaborative Holdings, Inc. • Retail-catalog & mail-order houses
THIS AMENDMENT (the “Amendment”), dated as of July 8, 2025, to the Standby Equity Purchase Agreement (the “SEPA”), dated as of July 18, 2022, by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”) and Grove Collaborative Holdings, Inc., a public benefit corporation incorporated under the laws of the State of Delaware (the “Company”, and together with the Investor, the “Parties”), is being executed at the direction of the Parties.
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, 10012Administrative Services 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”):