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.
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 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”).
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:
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.
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”).
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”).
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”).
FIRST AMENDMENT TO MEZZANINE LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 23rd, 2022 • Grove Collaborative Holdings, Inc. • Retail-catalog & mail-order houses
This First Amendment to Mezzanine Loan and Security Agreement (this “Amendment”) is entered into this 9th day of May, 2022, by and 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”).
GROVE COLLABORATIVE, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • June 23rd, 2022 • Grove Collaborative Holdings, Inc. • Retail-catalog & mail-order houses
Pursuant to your Restricted Stock Unit Grant Notice (“Grant Notice”) and this Restricted Stock Unit Agreement (this “Agreement”), GROVE COLLABORATIVE, INC. (the “Company”) has granted you restricted stock units (your “Award”) under its 2016 Equity Incentive Plan (the “Plan”) with respect to the number of shares of the Company’s Common Stock indicated in your Grant Notice. The Award is granted to you effective as of the date of grant set forth in the Grant Notice (the “Date of Grant”). If there is any conflict between the terms in this Restricted Stock Unit Agreement and the Plan, the terms of the Plan will control. Capitalized terms not explicitly defined in this Restricted Stock Unit Agreement or in the Grant Notice but defined in the Plan will have the same definitions as in the Plan.
THIRD 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 Third Amendment to Second Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into this 16th day of June, 2022, by and between SILICON VALLEY BANK, a California corporation (“Bank”) and GROVE COLLABORATIVE, INC., a Delaware public benefit corporation, formerly known as Treehouse Merger Sub II, LLC, a Delaware limited liability company (“Borrower”).
