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Form 8-K Virgin Group Acquisition For: Dec 07



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Exhibit 2.1 

 

 

AGREEMENT AND
PLAN OF MERGER

 

by and among

 

VIRGIN GROUP
ACQUISITION CORP. II,

 

as Parent,

 

TREEHOUSE MERGER
SUB, INC.,

 

as Merger Sub,

 

and

 

GROVE COLLABORATIVE,
INC.,

 

as the Company

 

DATED AS OF DECEMBER
7, 2021

 

TABLE OF CONTENTS

 

Page

SECTION 1.01 Certain Definitions 2
SECTION 1.02 Further Definitions 14
SECTION 1.03 Construction 17
ARTICLE II DOMESTICATION;
THE MERGER
18
SECTION 2.01 Domestication 18
SECTION 2.02 Bylaws of Parent 18
SECTION 2.03 Effects of the Domestication on the Share Capital of Parent 18
SECTION 2.04 The Merger 19
SECTION 2.05 Closing; Effective Time 19
SECTION 2.06 Effects of the Merger 19
SECTION 2.07 Certificate of Incorporation; Bylaws 19
SECTION 2.08 Directors and Officers 20
SECTION 2.09 Withholding Rights 21
SECTION 2.10 Taking of Necessary Action; Further Action 21
ARTICLE III CONVERSION
OF SECURITIES; MERGER CONSIDERATION
22
SECTION 3.01 Conversion of Securities 22
SECTION 3.02 Exchange of Company Securities 24
SECTION 3.03 Stock Transfer Books 25
SECTION 3.04 Payment of Expenses 25
SECTION 3.05 Appraisal and Dissenters’ Rights 26
SECTION 3.06 Earnout Shares 26
ARTICLE IV REPRESENTATIONS
AND WARRANTIES OF THE COMPANY
27
SECTION 4.01 Organization and Qualification; Subsidiaries 27
SECTION 4.02 Certificate of Incorporation and Bylaws 27
SECTION 4.03 Capitalization 27
SECTION 4.04 Authority Relative to this Agreement 30
SECTION 4.05 No Conflict; Required Filings and Consents 31
SECTION 4.06 Permits; Compliance 31
SECTION 4.07 Financial Statements; Records 32
SECTION 4.08 Absence of Certain Changes or Events 34

 

SECTION 4.09 Absence of Litigation 34
SECTION 4.10 Employee Benefit Plans 35
SECTION 4.11 Labor and Employment Matters 37
SECTION 4.12 Real Property; Title to Assets 38
SECTION 4.13 Intellectual Property; Data Security 39
SECTION 4.14 Regulatory Compliance. 41
SECTION 4.15 Taxes 42
SECTION 4.16 Environmental Matters 45
SECTION 4.17 Material Contracts 45
SECTION 4.18 Insurance 47
SECTION 4.19 Board Approval; Vote Required 48
SECTION 4.20 Certain Business Practices 48
SECTION 4.21 Interested Party Transactions 49
SECTION 4.22 Customers; Vendors. 50
SECTION 4.23 Exchange Act 50
SECTION 4.24 Brokers 50
SECTION 4.25 Registration Statement and Proxy Statement 51
SECTION 4.26 Exclusivity of Representations and Warranties 51
SECTION 4.27 Non-Reliance 51
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB
52
SECTION 5.01 Corporate Organization 52
SECTION 5.02 Governing Documents 52
SECTION 5.03 Capitalization 52
SECTION 5.04 Authority Relative to this Agreement 53
SECTION 5.05 No Conflict; Required Filings and Consents 54
SECTION 5.06 Compliance 55
SECTION 5.07 SEC Filings; Financial Statements; Sarbanes-Oxley 55
SECTION 5.08 Absence of Certain Changes or Events 57
SECTION 5.09 Absence of Litigation 57
SECTION 5.10 Board Approval; Vote Required 57
SECTION 5.11 No Prior Operation of Merger Sub or Parent. 58
SECTION 5.12 Brokers 58
SECTION 5.13 Fairness Opinion 58
SECTION 5.14 Trust Account 59

 

 

 

SECTION 5.15 Employees 59
SECTION 5.16 Taxes 60
SECTION 5.17 Registration and Listing 62
SECTION 5.18 Contracts 62
SECTION 5.19 Properties 62
SECTION 5.20 Affiliate Transactions 62
SECTION 5.21 PIPE Financing 63
SECTION 5.22 Certain Business Practices; Anti-Corruption 63
SECTION 5.23 Information Supplied 64
SECTION 5.24 Parent’s and Merger Sub’s Investigation and Reliance 64
SECTION 5.25 Exclusivity of Representations and Warranties 65
ARTICLE
VI
CONDUCT OF BUSINESS PENDING THE MERGER
65
SECTION 6.01 Conduct of Business by the Company Pending the Merger 65
SECTION 6.02 Conduct of Business by Parent and Merger Sub Pending the Merger 69
SECTION 6.03 Claims Against Trust Account 71
ARTICLE
VII
ADDITIONAL AGREEMENTS
72
SECTION 7.01 Proxy Statement; Registration Statement 72
SECTION 7.02 Parent Holders’ Meeting and Merger Sub Stockholder’s Approval 74
SECTION 7.03 Company Stockholder Approval 75
SECTION 7.04 Access to Information; Confidentiality 76
SECTION 7.05 Exclusivity 76
SECTION 7.06 Employee Benefits Matters 77
SECTION 7.07 Directors’ and Officers’ Indemnification 78
SECTION 7.08 Notification of Certain Matters 79
SECTION 7.09 Further Action; Reasonable Best Efforts 79
SECTION 7.10 Public Announcements; Form 8-K Filings 80
SECTION 7.11 Tax Matters 81
SECTION 7.12 Stock Exchange Listing 82
SECTION 7.13 Antitrust 83
SECTION 7.14 Trust Account 83
SECTION 7.15 Financing 83
SECTION 7.16 Section 16 of the Exchange Act 84
SECTION 7.17 Qualification as an Emerging Growth Company 84
ARTICLE
VIII
CONDITIONS TO THE MERGER
84

 

SECTION 8.01 Conditions to the Obligations of Each Party 84
SECTION 8.02 Conditions to the Obligations of Parent and Merger Sub 85
SECTION 8.03 Conditions to the Obligations of the Company 86
ARTICLE IX TERMINATION,
AMENDMENT AND WAIVER
88
SECTION 9.01 Termination 88
SECTION 9.02 Effect of Termination 89
SECTION 9.03 Amendment 89
SECTION 9.04 Waiver 89
ARTICLE X GENERAL PROVISIONS 89 
SECTION 10.01 Notices 89
SECTION 10.02 Nonsurvival of Representations, Warranties and Covenants 91
SECTION 10.03 Severability 91
SECTION 10.04 Entire Agreement; Assignment 91
SECTION 10.05 Parties in Interest 91
SECTION 10.06 Governing Law 92
SECTION 10.07 Waiver of Jury Trial 92
SECTION 10.08 Headings 92
SECTION 10.09 Counterparts; Electronic Delivery 92
SECTION 10.10 Disclosure Schedules 93
SECTION 10.11 Specific Performance 93
SECTION 10.12 No Recourse 93
SECTION 10.13 Expenses 94
SECTION 10.14 Waiver of Conflicts 94

 

Annex I Earnout Merger Consideration
Exhibit A Form of Newco Certificate of Incorporation
Exhibit B Form of Newco Bylaws
Exhibit C Form of Amended and Restated Registration Rights Agreement
Exhibit D Form of New Incentive Plan
Exhibit E Form of New Stock Purchase Plan

 

AGREEMENT AND
PLAN OF MERGER

 

This
AGREEMENT AND PLAN OF MERGER, dated as of December 7, 2021 (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”), and Grove Collaborative, Inc., a Delaware public benefit corporation
(the “Company”).

 

RECITALS

 

WHEREAS,
Parent is a blank check company formed for the sole purpose of entering into a merger, share exchange, asset acquisition, share purchase,
recapitalization, reorganization or other similar business combination with one or more businesses or entities;

 

WHEREAS,
at least one day prior to the Closing, upon the terms and subject to the conditions of this Agreement, Parent will domesticate as a Delaware
public benefit corporation (“Newco”) in accordance with the DGCL and the Cayman Islands Companies Act (the “Domestication”);

 

WHEREAS,
concurrently with the Domestication, Parent will file a certificate of incorporation (the “Newco Certificate of Incorporation”)
with the Secretary of State of the State of Delaware substantially in the form attached as Exhibit A hereto and adopt bylaws (the
Newco Bylaws”) substantially in the form attached as Exhibit B hereto;

 

WHEREAS,
the parties hereto desire that, at least one day following the Domestication, Merger Sub merge with and into the Company, upon the terms
and subject to the conditions set forth herein and in accordance with the DGCL, whereupon the separate corporate existence of Merger
Sub shall cease, and the Company shall continue as the surviving corporation;

 

WHEREAS,
the Board of Directors of the Company (the “Company Board”) has unanimously (a) determined that the Merger is
fair to, and in the best interests of, the Company and has approved and adopted this Agreement and the Ancillary Agreements and declared
their advisability and approved the Merger and the other Transactions, and (b) recommended the approval and adoption of this Agreement,
the Merger and the other Transactions by the stockholders of the Company;

 

WHEREAS,
the Board of Directors of Parent (the “Parent Board”) has (a) approved and adopted this Agreement and the Ancillary
Agreements and declared their advisability and approved the payment of the Merger Consideration to the holders of Company Securities
pursuant to this Agreement and the other Transactions, including the Domestication, and (b) recommended the approval and adoption of
this Agreement and the Transactions by the shareholders of Parent;

 

WHEREAS,
the Board of Directors of Merger Sub (the “Merger Sub Board”) has (a) determined that the Merger is fair to,
and in the best interests of, Merger Sub and its sole stockholder and approved and adopted this Agreement and the Ancillary Agreements
and declared their advisability and approved the Merger and the other Transactions, and (b) recommended the approval and adoption of
this Agreement, the Merger and the other Transactions by the sole stockholder of Merger Sub;

 

WHEREAS,
Parent and the Company have, concurrently with the execution and delivery of this Agreement, entered into a Stockholder Support Agreement
with the Requisite Stockholders, dated as of the date hereof (the “Stockholder Support Agreement”), providing that,
among other things, the Requisite Stockholders will vote their shares of Company Capital Stock in favor of this Agreement, the Merger
and the other Transactions and such Requisite Stockholders hold, as of the date of this Agreement, at least that number and class of
shares of Company Capital Stock sufficient to constitute the Requisite Approval;

 

WHEREAS,
Parent, Virgin Group Acquisition Sponsor II LLC, a Cayman Islands limited liability company (“Sponsor”), the Company
and the other persons named therein and party thereto have, concurrently with the execution and delivery of this Agreement, entered into
a Sponsor Letter Agreement, dated as of the date hereof (the “Sponsor Letter Agreement”);

 

WHEREAS,
Parent is, concurrently with the execution and delivery of this Agreement, entering into subscription agreements (collectively, the “Subscription
Agreements
”) with certain investors (collectively, the “PIPE Investors”), pursuant to which, among other
things, the PIPE Investors have agreed to subscribe for and purchase an aggregate number of shares of Newco Class A Common Stock as set
forth in the Subscription Agreements in exchange for an aggregate purchase price at least equal to $87,075,000 (the “PIPE Financing
Amount
”) on the Closing Date, on the terms and subject to the conditions set forth therein (such equity financing hereinafter
referred to as the “PIPE Financing”);

 

WHEREAS,
in connection with the Closing, Parent will cause the Registration Rights Agreement, dated as of March 22, 2021, to be amended and restated
in the form of the Amended and Restated Registration Rights Agreement substantially in the form attached hereto as Exhibit C (the
Amended and Restated Registration Rights Agreement”); and

 

WHEREAS,
for United States federal and applicable state income Tax purposes, it is intended that (a) the Domestication shall qualify as a reorganization
within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), (b) the Merger
shall qualify as a reorganization within the meaning of Section 368(a) of the Code and (c) this Agreement shall constitute a “plan
of reorganization” within the meaning of Treasury Regulations Section 1.368-2(g) with respect to each of the Domestication and
the Merger.

 

NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound
hereby, the parties hereto hereby agree as follows:

 

ARTICLE
I

DEFINITIONS

 

SECTION
1.01                   
Certain
Definitions
. For purposes of this Agreement:

 

Action
means any litigation, suit, claim, action, proceeding, audit, arbitration, charge or investigation by or before any Governmental Authority.

 

Affiliate
means, with respect to any person, any other person directly or indirectly Controlling, Controlled by, or under common Control with such
person.

 

Aggregate
Exercise Price
” means the sum of: (i) the sum of the exercise prices of all in-the-money Company Options (other than the Company
Unvested 2021 Options); and (ii) the sum of the exercise prices of all in-the-money Company Warrants, in each case, outstanding as of
immediately prior to the Effective Time.

 

Ancillary
Agreements
” means the Stockholder Support Agreement, the Sponsor Letter Agreement, the Subscription Agreements, the Amended
and Restated Registration Rights Agreement and all other agreements, certificates and instruments executed and delivered by Parent, Merger
Sub or the Company in connection with the Transactions and specifically contemplated by this Agreement.

 

Anti-Corruption
Laws
” means, as applicable (i) the U.S. Foreign Corrupt Practices Act of 1977, as amended, (ii) the U.K. Bribery
Act 2010, (iii) anti-bribery legislation promulgated by the European Union and implemented by its member states, (iv) legislation
implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, and (v) similar
legislation applicable to the Company or any Company Subsidiary from time to time.

 

Available
Cash
” means, as of immediately prior to the Closing, an amount equal to the sum of (i) the amount of cash available to be released
from the Trust Account (after giving effect to all payments to be made as a result of the exercise of all Redemption Rights), plus
(ii) the proceeds of the PIPE Financing.

 

Business
Data
” means any and all business information and data, including Confidential Information and Personal Information (whether
of employees, contractors, consultants, customers, consumers, vendors, service providers or other persons and whether in electronic or
any other form or medium) that is accessed, collected, used, stored, shared, distributed, transferred, disclosed, destroyed, disposed
of or otherwise processed by any of the Business Systems or otherwise in the course of the conduct of the business of the Company or
any Company Subsidiaries.

 

Business
Day
” means any day on which the principal offices of the SEC in Washington, D.C. are open to accept filings, or, in the case
of determining a date when any payment is due, any day on which banks are not required or authorized to close in New York, New York;
provided, that banks shall not be deemed to be authorized or obligated to be closed due to a “shelter in place” or
similar closure of physical branch locations at the direction of any Governmental Authority if such banks’ electronic funds transfer
systems (including for wire transfers) are open for use by customers on such day.

 

Business
Systems
” means any and all Software, firmware, middleware, equipment, workstations, routers, hubs, switches, computer hardware
(whether general or special purpose), electronic data processors, databases, communications, telecommunications, networks, interfaces,
platforms, servers, peripherals, computer systems and all other information technology equipment, including any outsourced systems and
processes, and any Software and systems provided via the cloud or “as a service” and all documentation related to the foregoing,
that are owned by, licensed

 

or
leased to, or otherwise used in the conduct of the business of, the Company or any Company Subsidiaries.

 

CARES
Act
” means the Coronavirus Aid, Relief, and Economic Security Act.

 

Cayman
Islands Companies Act
” means the Companies Act (As Revised) of the Cayman Islands.

 

Closing
Payment Shares
” means a number of shares of Newco Class B Common Stock equal to: (i) (A) 1,400,000,000 plus (B) the
Aggregate Exercise Price divided by (ii) 10.

 

Company
Capital Stock
” means the Company Common Stock and the Company Preferred Stock.

 

Company
Certificate of Incorporation
” means the Amended and Restated Certificate of Incorporation of the Company, filed with the Secretary
of State of the State of Delaware on March 19, 2021.

 

Company
Common Stock
” means the shares of common stock of the Company, par value of $0.0001 per share, designated as Common Stock in
the Company Certificate of Incorporation.

 

Company
Equity Incentive Plan
” means the Company 2016 Equity Incentive Plan, as may be amended from time to time.

 

Company
IP
” means, collectively, all Company Owned IP and Company Licensed IP.

 

Company
Licensed IP
” means any and all Intellectual Property rights owned or purported to be owned by a third party and licensed or
sublicensed (or purported to be licensed or sublicensed) to the Company or any Company Subsidiary or that the Company or any Company
Subsidiary otherwise has a right to use or for which the Company or any Company Subsidiary has obtained a covenant not to be sued.

 

Company
Material Adverse Effect
” means any event, circumstance, change or effect that, individually or in the aggregate with any one
or more other events, circumstances, changes and effects, (i) is or would reasonably be expected to be materially adverse to the
business, financial condition, assets and liabilities or results of operations of the Company and the Company Subsidiaries taken as a
whole or (ii) would prevent, materially delay or materially impede the performance by the Company of its obligations under this
Agreement or the consummation of the Transactions taken as a whole; provided, however, that, in the case of the foregoing
clause (i) only, no event, circumstance, change or effect, to the extent resulting from any of the following, shall be deemed
to constitute, alone or in combination, or be taken into account in the determination of whether, there has been or will be a Company
Material Adverse Effect: (a) any change or proposed change in or change in the interpretation of any Law or GAAP; (b) events
or conditions generally affecting the industries or geographic areas in which the Company and the Company Subsidiaries operate; (c) any
downturn in general economic conditions, including changes in the credit, debt, securities, financial or capital markets (including changes
in interest or exchange rates, prices of any security or market index or commodity or any disruption of such markets); (d) any geopolitical
conditions, outbreak of hostilities, acts of war, sabotage, civil unrest, cyberterrorism, terrorism,

 

military
actions, earthquakes, volcanic activity, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other natural disasters, weather
conditions, epidemics, pandemics (in the case of pandemic, including the COVID-19 pandemic (the “COVID-19 Pandemic”))
or other outbreaks of illness or public health events and other force majeure events (including any escalation or general worsening of
any of the foregoing); (e) any actions taken or not taken by the Company or the Company Subsidiaries as required by this Agreement
or any Ancillary Agreement; (f) any event, circumstance, change or effect attributable to the announcement or execution, pendency,
negotiation or consummation of the Merger or any of the other Transactions (including the impact thereof on relationships with customers,
suppliers, employees or Governmental Authorities) (provided that this clause (f) shall not apply to any representations
or warranties set forth in Section 4.04 or Section 4.05 but subject to any disclosures set forth in Section 4.04
or Section 4.05 of the Company Disclosure Schedule); (g) any failure to meet any projections, forecasts, guidance, estimates,
milestones, budgets or financial or operating predictions of revenue, earnings, cash flow or cash position (provided that this
clause (g) shall not prevent a determination that any event, circumstance, change or effect underlying such failure has resulted
in, or contributed to, a Company Material Adverse Effect), (h) COVID-19 Measures or other mandates, orders or other requirements imposed
by, or guidance given by, any Governmental Authority in response to COVID-19 or other public health emergency, or (i) any actions
taken, or failures to take action, at the prior written request of Parent or as required by this Agreement, except in the cases of clauses (a)
through (d) and (h), to the extent that the Company and the Company Subsidiaries, taken as a whole, are disproportionately
and adversely affected thereby as compared with other participants in the industries in which the Company and the Company Subsidiaries
operate.

 

Company
Options
” means all outstanding options to purchase Company Common Stock, whether or not exercisable and whether or not vested,
under the Company Equity Incentive Plan.

 

Company
Organizational Documents
” means the Company Certificate of Incorporation and the Amended and Restated Bylaws of the Company,
effective as of February 24, 2021, in each case, as amended, modified or supplemented from time to time.

 

Company
Owned IP
” means any and all Intellectual Property rights owned or purported to be owned by the Company or any of the Company
Subsidiaries.

 

Company
RSUs
” means all outstanding restricted stock units to acquire shares of Company Common Stock issued pursuant to an award granted
under the Company Equity Incentive Plan.

 

Company
Securities
” means the Company Common Stock, the Company Preferred Stock, the Company Options, the Company RSUs and the Company
Warrants.

 

Company
Share Awards
” means all Company Options and Company RSUs.

 

Company
Transaction Expenses
” means (i) all fees and expenses of the Company incurred or payable as of the Closing and not paid
prior to the Closing in connection with the consummation of the Transactions, including any amounts payable to professionals (including
investment bankers, brokers, finders, attorneys, accountants and other consultants and advisors)

 

retained
by or on behalf of the Company (including any premiums and fees associated with the directors’ and officers’ liability insurance
“tail” policy) and (ii) any change in control bonus, transaction bonus, retention bonus, termination or severance payment
or payment relating to terminated options, warrants or other equity appreciation, phantom equity, profit participation or similar rights,
in any case, to be made to any current or former employee, independent contractor, director or officer of the Company at the Closing
pursuant to any agreement to which the Company is a party prior to the Closing which become payable (including if subject to continued
employment) solely as a result of the execution of this Agreement or the consummation of the transactions contemplated hereby.

 

Company
Unvested 2021 Options
” means all Company Options granted since January 1, 2021 under the Company Equity Incentive Plan that
have not yet vested as of immediately prior to the Closing.

 

Company
Unvested 2021 RSUs
” means all Company RSUs granted since January 1, 2021 under the Company Equity Incentive Plan that have
not yet vested as of immediately prior to the Closing.

 

Confidential
Information
” means any information, knowledge or data concerning the businesses and affairs of the Company, the Company Subsidiaries,
or any suppliers or customers of the Company or any Company Subsidiaries or Parent or its Subsidiaries (as applicable) that is not already
generally available to the public, including any Company IP.

 

Contract
means any contract, lease, license, sublicense, indenture, agreement, commitment or other legally binding arrangement.

 

Control
of a person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies
of such person, whether through the ownership of voting securities, by Contract, or otherwise. “Controlled”, “Controlling”
and “under common Control with” have correlative meanings. Without limiting the foregoing, a person (the “Controlled
person”) shall be deemed Controlled by (a) any other person (the “10% Owner”) (i) owning beneficially, as meant
in Rule 13d-3 under the Exchange Act, securities entitling such person to cast 10% or more of the votes for election of directors or
equivalent governing authority of the Controlled person or (ii) entitled to be allocated or receive 10% or more of the profits, losses,
or distributions of the Controlled person; (b) an officer, director, general partner, partner (other than a limited partner), manager,
or member (other than a member having no management authority that is not a 10% Owner) of the Controlled person; or (c) a spouse, parent,
lineal descendant, sibling, aunt, uncle, niece, nephew, mother-in-law, father-in-law, sister-in-law, or brother-in-law of an Affiliate
of the Controlled person or a trust for the benefit of an Affiliate of the Controlled person or of which an Affiliate of the Controlled
person is a trustee.

 

COVID-19
means SARS-CoV-2 or COVID-19, and any evolutions or mutations thereof or related to associated epidemics, pandemics or disease outbreaks.

 

COVID-19
Measures
” means any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing,
shut down, closure, sequester, safety or similar Law, directive, guideline or recommendation promulgated by any Governmental Authority,
including

 

the
Centers for Disease Control and Prevention and the World Health Organization, in each case, in connection with or in response to COVID-19.

 

COVID-19
Response
” means any action or inaction by the Company or any Company Subsidiary taken (or not taken), prior to, on or after
the date hereof, in good faith to comply with or in response to any COVID-19 Measure.

 

Credit
Agreement
” means, collectively, that certain (i) Mezzanine Loan and Security Agreement, dated as of April 30, 2021, by and
among Silicon Valley Bank, Hercules Capital, Inc. and the Company and (ii) Second Amended and Restated Loan and Security Agreement, dated
as of July 29, 2020, by and between the Company and Silicon Valley Bank, in each case, as may be amended, supplemented or modified from
time to time.

 

DGCL
means the Delaware General Corporation Law.

 

Disabling
Devices
” means Software, viruses, time bombs, logic bombs, trojan horses, trap doors, back doors, spyware, malware, worms,
other computer instructions, intentional devices, techniques, other technology, disabling codes, instructions, or other similar code
or software routines or components that are designed to threaten, infect, assault, vandalize, defraud, disrupt, damage, disable, delete,
maliciously encumber, hack into, incapacitate, perform unauthorized modifications, infiltrate or slow or shut down a computer system
or data, software, system, network, other device, or any component of such computer system, including any such device affecting system
security or compromising or disclosing user data in an unauthorized manner, other than those incorporated by the Company or by a third
party on behalf of the Company intentionally to protect Company IP or Business Systems from misuse.

 

Employee
Benefit Plan
” means each “employee benefit plan,” as defined in Section 3(3) of ERISA (whether or not subject
to ERISA), each nonqualified deferred compensation plan subject to Section 409A of the Code, and each other pension, retirement,
profit-sharing, savings, health, welfare, cafeteria, bonus, commission, stock option, stock purchase, restricted stock, other equity
or equity-based compensation, performance award, incentive, deferred compensation, retiree medical or life insurance, death or disability
benefit, supplemental retirement, severance, retention, change in control, employment, consulting, fringe benefit, sick pay, vacation,
and similar plan, program, policy, practice, agreement, or arrangement, whether written or unwritten.

 

Environmental
Laws
” means all applicable Laws relating to pollution or the protection of the environment or human health and safety (in respect
of exposure to Hazardous Substances), including such Laws relating to the use, treatment, storage, transportation, handling, disposal
or release of Hazardous Substances.

 

ERISA
means the Employee Retirement Income Security Act of 1974, as amended.

 

Ex-Im
Laws
” means all applicable Laws relating to export, re-export, transfer, and import controls, including the U.S. Export
Administration Regulations, the customs and import Laws administered by U.S. Customs and Border Protection, and the EU Dual Use
Regulation.

 

Exchange
Act
” means the Exchange Act of 1934, as amended.

 

Exchange
Ratio
” means the following ratio: the quotient obtained by dividing (i) the Closing Payment Shares by (ii) the Fully Diluted
Company Stock.

 

Fully
Diluted Company Stock
” means the total number of shares of Company Common Stock outstanding immediately prior to the Effective
Time, expressed on a fully diluted and as-converted to shares of Company Common Stock basis, and including, without duplication, (i) the
number of shares of Company Common Stock subject to unexpired, issued and outstanding Company Options (other than the Company Unvested
2021 Options), (ii) the number of shares of Company Common Stock into which the Company Preferred Stock would convert in accordance
with the Company Certificate of Incorporation, (iii) the number of shares of Company Common Stock subject to unexpired, issued and outstanding
Company RSUs (other than the Company Unvested 2021 RSUs) and (iv) the number of shares of Company Common Stock subject to unexpired,
issued and outstanding Company Warrants.

 

Hazardous
Substance(s)
” means any substances, materials, chemicals or wastes which are defined as or included in the definition of “hazardous
substances”, “hazardous wastes”, “hazardous materials”, “toxic substances”, “pollutants”
or “contaminants” under any Environmental Law, including any petroleum or refined petroleum products, radioactive materials,
friable asbestos or polychlorinated biphenyls.

 

HSR
Act
” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

 

Independent
Director
” means any director of a corporation who meets the requirements of “independent director” for all purposes
under the rules and regulations of the SEC and the NYSE.

 

Intellectual
Property
” means any and all (i) patents, patent applications (including provisional and non-provisional applications), statutory
invention registrations and patent disclosures, together with all reissues, continuations, continuations-in-part, divisionals, revisions,
renewals, extensions or reexaminations thereof and all improvements to the inventions disclosed in each such registration, patent, patent
application and disclosure, (ii) trademarks and service marks, trade dress, logos, trade names, corporate names, brands, slogans, certifications,
corporate names and any and all other source identifiers, together with all translations, adaptations, derivations, combinations and
other variants of the foregoing, and all applications, registrations, and renewals in connection therewith, together with all of the
goodwill associated with the foregoing, (iii) copyrights (whether or not registered) and other works of authorship (whether or not copyrightable),
mask work rights and moral rights, and all registrations and applications for registration, renewals, reversions, restorations, derivative
works and extensions thereof (regardless of the medium of fixation or means of expression), (iv) trade secrets, know-how (including ideas,
formulas, compositions, inventions (whether or not patentable or reduced to practice)), confidential information, customer and supplier
lists (including lists of prospects), improvements, protocols, processes, methods and techniques, research and development information,
industry analyses, algorithms, architectures, layouts, drawings, specifications, designs, plans, methodologies, proposals, industrial
models, technical data, financial and accounting and all other data, databases, database rights, including rights to use any Personal
Information, pricing and cost information, business and marketing plans and proposals, and related information, (v) Internet

 

domain
names and social media accounts and identifiers, (vi) Software, (vii) rights of publicity and all other intellectual property or proprietary
rights of any kind or description in any jurisdiction throughout the world, (viii) copies and tangible embodiments of any of the foregoing,
in whatever form or medium, and (ix) all legal rights arising from items (i) through (vii), including the right to prosecute, enforce
and perfect such interests and rights to sue, oppose, cancel, interfere, enjoin and collect damages based upon such interests, including
such rights based on past, present or future infringement, misappropriation or other violation, if any, in connection with any of the
foregoing.

 

Investors’
Rights Agreement
” means that certain Amended and Restated Investors’ Rights Agreement, dated as of November 25, 2020,
by and among the Company and each of the investors party thereto.

 

knowledge
or “to the knowledge” of a person means in the case of the Company, the actual knowledge of the persons listed on
Section 1.01(A) of the Company Disclosure Schedule after reasonable inquiry, and in the case of Parent, the actual knowledge of
the persons listed on Section 1.01(A) of the Parent Disclosure Schedule after reasonable inquiry.

 

Leased
Real Property
” means the real property leased by the Company or Company Subsidiaries as tenant, together with, to the extent
leased by the Company or Company Subsidiaries, all buildings and other structures, facilities or improvements located thereon and all
easements, licenses, rights and appurtenances of the Company or Company Subsidiaries relating to the foregoing.

 

Lien
means any lien, security interest, mortgage, license, deed of trust, defect of title, easement, right of way, pledge, adverse claim or
other encumbrance of any kind that secures the payment or performance of an obligation.

 

Merger
Consideration
” means the Closing Payment Shares and the Earnout Shares payable pursuant to Section 3.01(b).

 

New
Incentive Plan Size
” means (i) a number of shares of Newco Class A Common Stock equal to 15% of the shares of Newco Common
Stock outstanding as of immediately following the Effective Time and (ii) an annual “evergreen” increase of 5 percent (5%)
of the shares of Newco Common Stock outstanding as of the day prior to such increase.

 

Newco
Class A Common Stock
” means Class A common stock, par value $0.0001 per share, of Newco, as set forth in the Newco Certificate
of Incorporation.

 

Newco
Class B Common Stock
” means Class B common stock, par value $0.0001 per share, of Newco, as set forth in the Newco Certificate
of Incorporation.

 

Newco
Common Stock
” means Newco Class A Common Stock and Newco Class B Common Stock.

 

NYSE
means the New York Stock Exchange.

 

Open
Source Software
” means (i) any Software that is licensed (a) pursuant to any license that is a license now or in the future
approved by the open source initiative and listed at

 

http://www.opensource.org/licenses
or any successor website thereof, which licenses include all versions of the GNU General Public License (GPL), the GNU Lesser General
Public License (LGPL), the GNU Affero GPL, the MIT license, the Eclipse Public License, the Common Public License, the CDDL, the Mozilla
Public License (MPL), the Artistic License, the Netscape Public License, the Sun Community Source License (SCSL), and the Sun Industry
Standards License (SISL) or (b) the Service Side Public License, (ii) any Software that is distributed as “free,” “open
source” or “copyleft” Software or under similar licensing or distribution models or (iii) any Software that requires
as a condition of use, modification or distribution of such Software that other Software using, incorporating, linking, integrating or
distributing or bundling with such Software be (x) disclosed or distributed in source code form, (y) licensed for the purpose of making
derivative works or (z) redistributable at no charge.

 

Ordinary
Course of Business
” means the ordinary course of the Company’s business consistent in all material respects with past
practice, including any COVID-19 Response.

 

Parent
Class A Ordinary Shares
” means Class A ordinary shares, par value $0.0001 per share, of Parent.

 

Parent
Class B Ordinary Shares
” means Class B ordinary shares, par value $0.0001 per share, of Parent.

 

Parent
Common Warrant
” means a right to acquire Parent Ordinary Shares that was included in the Parent Units.

 

Parent
Governing Document
” the Amended and Restated Memorandum and Articles of Association of Parent, effective as of March 22, 2021
(as may be amended, restated or otherwise modified from time to time).

 

Parent
Holder Approval
” means the approval of the Parent Proposals, in each case, by a majority of not less than two-thirds of votes
cast by the holders of Parent Ordinary Shares at the Parent Holders’ Meeting, or such other standard as may be applicable to a
specific Parent Proposal, in accordance with the Proxy Statement and the Parent Governing Document.

 

Parent
Material Adverse Effect
” means any event, circumstance, change or effect that, individually or in the aggregate with any one
or more other events, circumstances, changes and effects, (i) is or would reasonably be expected to be materially adverse to the
business, financial condition, assets and liabilities or results of operations of Parent; or (ii) would prevent, materially delay
or materially impede the performance by Parent or Merger Sub of their respective obligations under this Agreement or the consummation
of the Transactions taken as a whole; provided, however, that, in the case of the foregoing clause (i) only, no event,
circumstance, change or effect, to the extent resulting from any of the following, shall be deemed to constitute, alone or in combination,
or be taken into account in the determination of whether, there has been or will be a Parent Material Adverse Effect: (a) any change
or proposed change in or change in the interpretation of any Law or GAAP; (b) events or conditions generally affecting the industries
or geographic areas in which Parent operates; (c) any downturn in general economic conditions, including changes in the credit,
debt, securities, financial or capital markets (including changes in interest or exchange rates, prices of any security or market index
or commodity or any disruption

 

of
such markets); (d) any geopolitical conditions, outbreak of hostilities, acts of war, sabotage, civil unrest, cyberterrorism, terrorism,
military actions, earthquakes, volcanic activity, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other natural disasters,
weather conditions, epidemics, pandemics (including the COVID-19 Pandemic) or other outbreaks of illness or public health events and
other force majeure events (including any escalation or general worsening of any of the foregoing); (e) any actions taken or not taken
by Parent as required by this Agreement or any Ancillary Agreement; (f) any event, circumstance, change or effect attributable to
the announcement or execution, pendency, negotiation or consummation of the Merger or any of the other Transactions, (g) COVID-19 Measures
or other mandates, orders or other requirements imposed by, or guidance given by, any Governmental Authority in response to COVID-19
or other public health emergency, (h) any actions taken, or failures to take action, at the prior written request of the Company
or as required by this Agreement, or (i) any change, event, development, effect or occurrence that is generally applicable to publicly
listed special acquisition companies formed for the purposes of pursuing an initial business combination (“SPACs”),
except in the cases of clauses (a) through (d), (g) and (i) to the extent that Parent is disproportionately
and adversely affected thereby as compared with other participants in the industry in which Parent operates or other SPACs.

 

Parent
Ordinary Shares
” means Parent Class A Ordinary Shares and Parent Class B Ordinary Shares.

 

Parent
Sponsor Warrant
” means a right to acquire Parent Ordinary Shares that was issued to Sponsor in a private placement as part
of Parent’s initial public offering.

 

Parent
Transaction Expenses
” means all fees and expenses of Parent or Merger Sub, including (i) in connection with the consummation
of the Transactions, including any amounts payable to professionals (including investment bankers, brokers, finders, attorneys, accountants
and other consultants and advisors) retained by or on behalf of Parent (including any premiums and fees associated with the Parent directors’
and officers’ liability insurance “tail” policy), (ii) in connection with the IPO but previously deferred by the
terms thereof until consummation of a business combination (including fees or commissions payable to the underwriters and any legal fees),
and (iii) in connection with the PIPE Financing.

 

Parent
Units
” means the units issued in the IPO or the overallotment consisting of one (1) Parent Class A Ordinary Share and one-fifth
(1/5) of one (1) Parent Warrant.

 

Parent
Warrants
” means the Parent Common Warrants and the Parent Sponsor Warrants.

 

Permitted
Liens
” means (i) such imperfections of title, easements, encumbrances, Liens or restrictions that do not materially impair
or interfere with the current use of the Company’s or any Company Subsidiary’s assets that are subject thereto or the rights
of the Company and the Company and the Company Subsidiaries under their licenses or leases, (ii) materialmen’s, mechanics’,
carriers’, workmen’s, warehousemen’s, repairmen’s, landlord’s and other similar Liens arising in the Ordinary
Course of Business for amounts that are not yet due and payable or which are being contested in good faith through appropriate Actions,
or deposits to obtain the release of such Liens, (iii) Liens for Taxes not yet due and delinquent, or if delinquent, being contested
in good faith and for which appropriate reserves have been made in accordance with

 

GAAP,
(iv) zoning, entitlement, conservation restriction and other land use and environmental regulations promulgated by Governmental
Authorities that do not interfere in any material respect with the Company’s or any Company Subsidiary’s current use of the
assets that are subject thereto, (v) revocable, non-exclusive licenses (or sublicenses) of Company Owned IP granted in the Ordinary
Course of Business, (vi) non-monetary Liens, encumbrances and restrictions on real property (including easements, covenants, rights
of way and similar restrictions of record) that do not materially interfere with the present uses of such real property, (vii) Liens
identified in the Financial Statements, (viii) Liens on leases, subleases, easements, licenses, rights of use, rights to access and rights
of way arising from the provisions of such agreements or benefiting or created by any superior estate, right or interest, and (ix) Liens
that affect the underlying fee interest of any Leased Real Property.

 

person
or “Person” means an individual, corporation, partnership, limited partnership, limited liability company, syndicate,
person (including a “person” as defined in Section 13(d)(3) of the Exchange Act), trust, association or entity or government,
political subdivision, agency or instrumentality of a government.

 

Personal
Information
” means “personal information,” “personal data,” “personally identifiable information”
or equivalent terms as defined by applicable Privacy/Data Security Laws.

 

Pre-Closing
Parent Holders
” means the Members (as defined in the Parent Governing Document) of Parent at any time prior to the Effective
Time.

 

Privacy/Data
Security Laws
” means any and all applicable Laws governing the receipt, collection, use, storage, processing, sharing, security,
disclosure, or transfer of Personal Information, such as, to the extent applicable, the following Laws and their implementing regulations:
the Fair Credit Reporting Act, the Federal Trade Commission Act, the CAN-SPAM Act, the Telephone Consumer Protection Act, the Telemarketing
and Consumer Fraud and Abuse Prevention Act, Children’s Online Privacy Protection Act, California Consumer Privacy Act, state data
security Laws, state data breach notification Laws, applicable Laws relating to the transfer of Personal Information, and any applicable
Laws concerning requirements for website and mobile application privacy policies and practices, call or electronic monitoring or recording
or any outbound communications (including outbound calling and text messaging, telemarketing, and e-mail marketing).

 

Products
means any products or services under development, developed, manufactured, performed, out-licensed, sold, distributed other otherwise
made available by or on behalf of the Company or any Company Subsidiary, from which the Company or any Company Subsidiary has derived
previously, is currently deriving or is scheduled or intends to derive, revenue from the sale or provision thereof.

 

Redemption
Rights
” means the redemption rights provided for in Section 49.5 of the Parent Governing Document.

 

Reference
Date
” means January 1, 2019.

 

Registered
Intellectual Property
” means any and all Intellectual Property included in the Company Owned IP that is the subject of an issued
patent or registration (or a patent application or an application for registration), including Internet domain names.

 

Requisite
Approval
” means such approval of this Agreement and the Transactions by at least the
number of shares of Company Capital Stock as is required pursuant to the DGCL, the Company Certificate of Incorporation, the bylaws of
the Company, and any other Contract to which the Company is party or otherwise bound.

 

Requisite
Stockholders
” means the persons listed on Schedule 1.01(b).

 

Sanctioned
Person
” means at any time any person (i) listed on any Sanctions-related list of designated or blocked persons, (ii) the
government of, resident in, or organized under the Laws of a country or territory that is the subject of comprehensive restrictive Sanctions
from time to time (which includes, as of the date of this Agreement, Cuba, Iran, North Korea, Syria, and the Crimea region), or (iii) majority-owned
or controlled by any of the foregoing.

 

Sanctions
means those applicable, economic and financial sanctions Laws, regulations, embargoes, and restrictive measures administered or enforced
by (i) the United States (including the U.S. Treasury Department’s Office of Foreign Assets Control), (ii) the European
Union and enforced by its member states, (iii) the United Nations, (iv) Her Majesty’s Treasury, or (v) any other
similar Governmental Authority with jurisdiction over the Company or any Company Subsidiary from time to time.

 

SEC
means the Securities and Exchange Commission.

 

Securities
Act
” means the Securities Act of 1933, as amended.

 

Software
means any and all computer software (in object code or source code format), including firmware, operating systems and specifications,
data and databases, and related documentation and materials.

 

stockholder
means a holder of stock or shares, as appropriate.

 

Subsidiary
means each entity of which at least fifty percent (50%) of the capital stock or other equity or voting securities are Controlled or owned,
directly or indirectly, by the Company.

 

Tax
or “Taxes” means any and all taxes (including any duties, levies or other similar governmental assessments in the
nature of taxes), including, but not limited to, income, estimated, business, occupation, corporate, capital, gross receipts, transfer,
stamp, registration, employment, payroll, unemployment, withholding, occupancy, license, severance, capital, production, ad valorem,
excise, windfall profits, customs duties, real property, personal property, sales, use, turnover, value added and franchise taxes, in
each case imposed by any Governmental Authority, whether disputed or not, together with all interest, penalties, and additions to tax
imposed with respect thereto.

 

Tax
Grant
” means any Tax exemption, Tax holiday, reduced Tax rate or other Tax benefit granted by a taxing authority with respect
to the Company or any of its Subsidiaries that is not generally available without specific application therefor.

 

Tax
Return
” means any return, declaration, report, form, claim for refund, or information return or statement relating to Taxes,
including any schedule or attachment thereto and any amendment thereof, in each case filed or required to be filed with a Governmental
Authority.

 

Transactions
means the transactions contemplated by this Agreement and the Ancillary Agreements.

 

Transfer
Tax
” means any direct or indirect transfer (including real estate transfer), sales, use, stamp, documentary, registration,
conveyance, recording, or other similar Taxes or governmental fees (and any interest, penalty, or addition with respect thereto) payable
as a result of the consummation of the transactions contemplated hereby.

 

Treasury
Regulations
” means the United States Treasury regulations issued pursuant to the Code.

 

Virtual
Data Room
” means the virtual data room (Grove Legal) established by the Company or its Representatives, hosted by Venue, a
Donnelley Financial Solutions product, with access made available to Parent and its Representatives.

 

SECTION
1.02                   
Further
Definitions
. The following terms have the meaning set forth in the Sections set forth below:

 

Defined Term Location of Definition
$12.50 Earnout Shares Annex I
$12.50 Share Price Milestone Annex I
$15.00 Earnout Shares Annex I
$15.00 Share Price Milestone Annex I
Agreement Preamble
Alternative Transaction § 7.05
Amended and Restated Registration Rights Agreement Recitals
Anti-Money Laundering Laws § 4.20(d)
Antitrust Laws § 7.13(a)
Audited Financial Statements § 4.07(a)
Blue Sky Laws § 4.05(b)
Certificate of Merger § 2.04
Change of Control Annex I
Closing § 2.05
Closing Date § 2.05
Closing Press Release § 7.10
Code Recitals
Company Preamble
Company Board Recitals
Company Common Stock Warrants § 4.03(a)(iv)

Defined Term Location of Definition
Company Disclosure Schedule Article IV
Company Officer’s Certificate § 8.02(c)
Company Permits § 4.06
Company Preferred Stock § 4.03(a)(ii)
Company Series A Preferred Stock § 4.03(a)(ii)
Company Series A Preferred Stock Warrants § 4.03(a)(iv)
Company Series B Preferred Stock § 4.03(a)(ii)
Company Series B Preferred Stock Warrants § 4.03(a)(iv)
Company Series C Preferred Stock § 4.03(a)(ii)
Company Series C Preferred Stock Warrants § 4.03(a)(iv)
Company Series C-1 Preferred Stock § 4.03(a)(ii)
Company Series D Preferred Stock § 4.03(a)(ii)
Company Series D Preferred Stock Warrants § 4.03(a)(iv)
Company Series D-1 Preferred Stock § 4.03(a)(ii)
Company Series D-2 Preferred Stock § 4.03(a)(ii)
Company Series E Preferred Stock § 4.03(a)(ii)
Company Series Seed Preferred Stock § 4.03(a)(ii)
Company Stockholder Approval § 4.19
Company Stockholders Meeting § 7.03
Company Subsidiary § 4.01(a)
Company Warrants § 4.03(a)(iv)
Completion 8-K § 7.10
Continuing Employees § 7.06(a)
Converted Option § 3.01(a)(v)
Converted RSu Award § 3.01(a)(vi)
Converted Warrant § 3.01(a)(vii)
Data Security Requirements § 4.13(h)
Davis Polk § 10.14
Dissenting Shares § 3.05(a)
Domestication Recitals
Domestication Effective Time § 2.01
Earnout Period Annex I
Earnout Shares § 3.06
Effective Time § 2.05
Environmental Permits § 4.16
ERISA Affiliate § 4.10(c)
Exchange Agent § 3.02(a)
Exchange Fund § 3.02(a)
FDCA § 4.14(a)
Financial Statements § 4.07(b)
Food and Drug Law § 4.14(a)
GAAP § 1.03(d)
Governmental Authority § 4.05(b)
Group Annex I
Health Plan § 4.10(k)

Defined Term Location of Definition
Indemnitee § 7.07(a)
Intended Tax Treatment § 7.11(a)
Interim Financial Statements § 4.07(b)
Interim Financial Statements Date § 4.07(b)
IPO § 6.03
IRS § 4.10(b)
Law § 4.05(a)
Lease § 4.12(b)
Lease Documents § 4.12(b)
Material Contracts § 4.17(a)
Maximum Annual Premium § 7.07(b)
Merger § 2.04
Merger Payment Schedule § 3.02(h)
Merger Sub Preamble
Merger Sub Board Recitals
Merger Sub Common Stock § 5.03(c)
Merger Sub Sole Stockholder Approval § 7.02(b)
Milestone Annex I
New Incentive Plan § 7.01(a)
New Stock Purchase Plan § 7.01(a)
Newco Recitals
Newco Board § 2.08(b)
Newco Bylaws Recitals
Newco Certificate of Incorporation Recitals
Non-Disclosure Agreement § 7.04(b)
Nonparty Affiliate § 10.12
Outside Date § 9.01(b)
Outstanding Company Transaction Expenses § 3.04(a)
Outstanding Parent Transaction Expenses § 3.04(b)
Outstanding Transaction Expenses § 3.04(b)
Parent Preamble
Parent Board Recitals
Parent Disclosure Schedule Article V
Parent Holders’ Meeting § 7.01(a)
Parent Material Contracts § 5.18
Parent Officer’s Certificate § 8.03(c)
Parent Proposals § 7.01(a)
Parent SEC Reports § 5.07(a)
Permitted Transferee Annex I
PIPE Financing Recitals
PIPE Financing Amount Recitals
PIPE Investors Recitals
Plans § 4.10(a)
PPACA § 4.10(k)
Prospectus § 6.03

Defined Term Location of Definition
Proxy Statement § 7.01(a)
Public Shareholders § 6.03
Registration Statement § 7.01(a)
Related Party § 4.21
Released Claims § 6.03
Remedies Exceptions § 4.04
Representatives § 7.04(a)
Sarbanes-Oxley Act § 5.07(a)
Section 16 § 7.16
Sponsor Recitals
Sponsor Letter Agreement Recitals
Stock Price Annex I
Stockholder Support Agreement Recitals
Subscription Agreements Recitals
Surviving Corporation § 2.04
Terminating Company Breach § 9.01(e)
Terminating Parent Breach § 9.01(f)
Top 10 Vendors § 4.22(a)
Top Customers § 4.22(b)
Trading Day Annex I
Trust Account § 5.14
Trust Agreement § 5.14
Trust Fund § 5.14
Trustee § 5.14
Written Consent § 7.03

 

SECTION
1.03                   
Construction.

 

(a)              
Unless the context of this Agreement otherwise requires, (i) words of any gender include each other gender, (ii) words
using the singular or plural number also include the plural or singular number, respectively, (iii) the definitions contained in
this agreement are applicable to the other grammatical forms of such terms, (iv) the terms “hereof,” “herein,”
“hereby,” “hereto” and derivative or similar words refer to this entire Agreement, (v) the terms “Article,”
“Section,” “Schedule” and “Exhibit” refer to the specified Article, Section, Schedule or Exhibit of
or to this Agreement, (vi) the word “including” means “including without limitation,” (vii) the word
“or” shall be disjunctive but not exclusive, (viii) references to agreements and other documents shall be deemed to include
all subsequent amendments and other modifications thereto and references to any Law shall include all rules and regulations promulgated
thereunder; provided, that, with respect to any agreement or other document identified in the Company Disclosure Schedule or the
Parent Disclosure Schedule, such amendment or other modification thereto is also identified in the Company Disclosure Schedule or the
Parent Disclosure Schedule, respectively, and (ix) references to any Law shall be construed as including all statutory, legal, and regulatory
provisions consolidating, amending or replacing such Law. For purposes of this Agreement, references to anything having been “provided”,
“made available” or “delivered” (or any other similar references) to Parent means the relevant item has been
posted in the Virtual Data Room no later than 8:00 p.m. (New York time) on the day immediately prior to the date hereof.

 

(b)              
The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent
and no rule of strict construction shall be applied against any party.

 

(c)              
Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified,
and when counting days, the date of commencement will not be included as a full day for purposes of computing any applicable time periods
(except as otherwise may be required under any applicable Law). If any action is to be taken or given on or by a particular calendar
day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day.

 

(d)              
All accounting terms used herein and not expressly defined herein shall have the meanings given to them under the United States
generally accepted accounting principles as in effect from time to time (“GAAP”).

 

ARTICLE
II

DOMESTICATION; THE MERGER

 

SECTION
2.01                   
Domestication.
Subject to receipt of the Parent Holder Approval, at least one day prior to the Closing Date, Parent shall cause the Domestication to
become effective, including by (a) filing with the Secretary of State of the State of Delaware a Certificate of Domestication with respect
to the Domestication, together with the Newco Certificate of Incorporation in substantially the form attached as Exhibit A hereto,
in each case, in accordance with the provisions thereof and applicable Law, (b) completing and making and procuring all those filings
required to be made with the Cayman Islands Registrar of Companies in connection with the Domestication, and (c) obtaining a certificate
of de-registration from the Cayman Islands Registrar of Companies. The Domestication shall become effective at the time when the Certificate
of Domestication has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by Parent
and the Company in writing and specified in the Certificate of Domestication (the “Domestication Effective Time”).

 

SECTION
2.02                   
Bylaws
of Parent
. Parent shall take all actions necessary so that, at the Domestication Effective Time, the bylaws of Newco shall be the
Newco Bylaws substantially in the form attached as Exhibit B hereto.

 

SECTION
2.03                   
Effects
of the Domestication on the Share Capital of Parent
. At the Domestication Effective Time, by virtue of the Domestication and
without any action on the part of Parent, the other parties hereto or any holder of Parent Ordinary Shares or Parent Warrants:

 

(a)              
each then issued and outstanding Parent Class A Ordinary Share will convert automatically, on a one-for-one basis, into one share
of Newco Class A Common Stock;

 

(b)              
each then issued and outstanding Parent Class B Ordinary Share will convert automatically, on a one-for-one basis, into one share
of Newco Class A Common Stock;

 

(c)              
each then issued and outstanding Parent Common Warrant will convert automatically, on a one-for-one basis, into a warrant to acquire
Newco Class A Common Stock,

 

in
the same form and on the same terms and conditions (including the same “Warrant Price” and number of shares of common stock
subject to such warrant) as the converted Parent Common Warrant; and

 

(d)              
each then issued and outstanding Parent Sponsor Warrant will convert automatically, on a one-for-one basis, into a warrant to
acquire Newco Class A Common Stock, in the same form and on the same terms and conditions (including the same “Warrant Price”
and number of shares of common stock subject to such warrant) as the converted Parent Sponsor Warrant.

 

SECTION
2.04                   
The
Merger
. Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, pursuant to an appropriate
certificate of merger (the “Certificate of Merger”) and in accordance with the applicable provisions of the DGCL,
Merger Sub shall be merged with and into the Company (the “Merger”). Following the Merger, the separate corporate
existence of Merger Sub shall cease and the Company shall continue as the surviving corporation in the Merger (the “Surviving
Corporation
”).

 

SECTION
2.05                   
Closing;
Effective Time
. Unless this Agreement is earlier terminated in accordance with Article IX, the closing of the Merger (the
Closing”) shall take place at the offices of Sidley Austin LLP, 1001 Page Mill Road, Building One, Palo Alto, California
94304 by electronic exchange of executed documents at 10:00 a.m. (Pacific time) on the date which is three Business Days after the date
on which all conditions set forth in Article VIII shall have been satisfied or waived (other than those conditions that by
their nature are to be satisfied at the Closing, it being understood that the occurrence of the Closing shall remain subject to the satisfaction
or, if permissible, waiver of such conditions at the Closing). The date on which the Closing actually occurs is hereinafter referred
to as the “Closing Date.” At the Closing, the parties hereto shall cause the Certificate of Merger to be filed with
the Secretary of State of the State of Delaware, in such form as is required by, and executed in accordance with, the relevant provisions
of the DGCL and, as soon as practicable on or after the Closing Date, shall make any and all other filings or recordings required under
the DGCL. The Merger shall become effective at such date and time as the Certificate of Merger is duly filed with the Secretary of State
of the State of Delaware or at such other date and time as Merger Sub and the Company shall agree in writing and shall specify in the
Certificate of Merger, but in any event at least one day after the Domestication (the date and time the Merger becomes effective being
the “Effective Time”).

 

SECTION
2.06                   
Effects
of the Merger
. The Merger shall have the effects set forth in this Agreement, the Certificate of Merger and in the relevant provisions
of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights,
privileges, immunities, powers, franchises, licenses and authority of the Company and Merger Sub shall vest in the Surviving Corporation,
and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the
debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

 

SECTION
2.07                   
Certificate
of Incorporation; Bylaws
.

 

(a)              
At the Effective Time, by virtue of the Merger and without any further action on the part of Merger Sub or the Company, the certificate
of incorporation of Merger Sub,

 

as
in effect immediately prior to the Effective Time, shall become the certificate of incorporation of the Surviving Corporation and shall
be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with its terms and the DGCL,
except that the name of the Surviving Corporation reflected therein shall be “Grove Collaborative, Inc.”

 

(b)              
At the Effective Time, by virtue of the Merger and without any further action on the part of Merger Sub or the Company, the bylaws
of Merger Sub, as in effect immediately prior to the Effective Time, shall become the bylaws of the Surviving Corporation and shall be
the bylaws of the Surviving Corporation until thereafter amended in accordance with their terms, the certificate of incorporation of
the Surviving Corporation and the DGCL, except that the name of the Surviving Corporation reflected therein shall be “Grove Collaborative,
Inc.”

 

SECTION
2.08                   
Directors
and Officers
.

 

(a)              
Each of the parties hereto shall take all such action within its power as may be necessary or appropriate such that, effective
as of the Effective Time, the initial directors of the Surviving Corporation and the initial officers of the Surviving Corporation shall
be the individuals set forth on Section 2.08(a) of the Company Disclosure Schedules under the caption “Surviving Corporation
Directors and Officers”, with each such individual holding the title set forth opposite his or her name on Section 2.08(a)
of the Company Disclosure Schedules. Parent and the Company may mutually agree (such agreement not to be unreasonably withheld, conditioned
or delayed by either Parent or the Company) to replace any such individual set forth on Section 2.08(a) of the Company Disclosure
Schedules in accordance with this Section 2.08(a) with any individual.

 

(b)              
Each of the parties hereto shall take all such action within its power as may be necessary or appropriate such that effective
as of the Effective Time: (1) the Board of Directors of Newco (the “Newco Board”) shall consist of nine (9) directors;
(2) the initial members of the Newco Board are the individuals determined in accordance with Section 2.08(b)(i) and
Section 2.08(b)(ii); (3) the initial members of the compensation committee, audit committee and nominating committee
of the Newco Board are the individuals determined in accordance with Section 2.08(b)(iii); and (4) the officers of Newco
are the individuals determined in accordance with Section 2.08(b)(iv).

 

(i)                
Within thirty (30) days of the date hereof, Parent shall provide to the Company the name of one (1) person who
shall be a Class III Director (as defined in the Newco Certificate of Incorporation) on the Newco Board effective as of the Closing.
Parent may, with the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), replace
such individual with any other individual prior to the effectiveness of the Registration Statement with the SEC by providing the Company
with notice of such replacement individual. Notwithstanding the foregoing, the individual designated to the Newco Board pursuant to this
Section 2.08(b)(i) must be an Independent Director.

 

(ii)             
Within thirty (30) days of the date hereof, the Company shall provide to Parent a list of eight (8) persons who shall
be directors on the Newco Board effective as of the Closing. The Company may, with the prior written consent of Parent (such consent
not to be unreasonably withheld, conditioned or delayed), replace any such

 

individual
with any other individual prior to the effectiveness of the Registration Statement with the SEC by amending such list to include such
replacement individual.

 

(iii)           
Parent and the Company shall mutually agree (such agreement not to be unreasonably withheld, conditioned, or delayed by either
the Company or Parent) on the directors to be appointed to the audit, compensation and nominating committees of the Newco Board prior
to the filing of the Registration Statement with the SEC.

 

(iv)            
The persons identified on Section 2.08(b)(iv) of the Company Disclosure Schedules under the caption “Newco Executive
Officers” shall be the officers of Newco immediately after the Effective Time, with each such individual holding the title set
forth opposite his or her name on Section 2.08(b)(iv) of the Company Disclosure Schedules. Parent and the Company may mutually
agree (such agreement not to be unreasonably withheld, conditioned or delayed by either Parent or the Company) to replace any individual
set forth on Section 2.08(b)(iv) of the Company Disclosure Schedules in accordance with this Section 2.08(b)(iv) with
any individual prior to the filing of the Registration Statement with the SEC by delivering written notice to such other party designating
the replacement individual.

 

SECTION
2.09                   
Withholding
Rights
. Notwithstanding anything to the contrary contained in this Agreement, Parent, Newco, the Surviving Corporation and the Exchange
Agent and each of their Affiliates shall be entitled to deduct and withhold from any payments required to be made pursuant to this Agreement
or any Ancillary Agreement including in respect of delivery of the Earnout Shares, such amounts as are required to be deducted or withheld
from such payments under the Code or any provision of applicable Law; provided, however, that the relevant payor will (a)
use commercially reasonable efforts to provide the Company with written notice at least five (5) Business Days prior to any such deduction
or withholding (other than deductions or withholdings with respect to amounts treated as compensation for applicable Tax purposes or
the failure of the Company to provide the certification required under Section 8.02(g)), (b) consider in good faith any claim
by the Company that such deduction or withholding is not required or should be imposed at a reduced rate and (c) cooperate with the Company
in good faith to minimize, to the extent permissible under applicable Law, the amount of any such deduction or withholding, including
by cooperating with the submission of any certificates or forms to establish an exemption from, reduction in, or refund of any such deduction
or withholding. To the extent that amounts are so withheld and paid over to the appropriate taxing authority, such withheld amounts shall
be treated for all purposes of this Agreement as having been delivered and paid to such person in respect of which such deduction and
withholding was made.

 

SECTION
2.10                   
Taking
of Necessary Action; Further Action
. If, at any time after the Effective Time, any further action is necessary or desirable to carry
out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and interest in, to and under, and/or
possession of, all assets, property, rights, privileges, powers and franchises of the Company, the officers and directors of the Surviving
Corporation are fully authorized in the name and on behalf of the Company, to take all lawful action necessary or desirable to accomplish
such purpose or acts, so long as such action is not inconsistent with this Agreement.

 

ARTICLE
III

CONVERSION OF SECURITIES; MERGER CONSIDERATION

 

SECTION
3.01                   
Conversion
of Securities
.

 

(a)              
At the Effective Time, by virtue of the Merger and without any action on the part of Newco, Parent, Merger Sub, the Company or
the holders of any of the following securities:

 

(i)                
each share of Company Preferred Stock that is issued and outstanding immediately prior to the Effective Time, other than any share
referred to in Section 3.01(a)(iii) and any Dissenting Shares, shall be canceled and automatically converted into the right to
receive, without interest, (A) the applicable portion of the Closing Payment Shares for such share of Company Preferred Stock in accordance
with the Exchange Ratio, calculated on an as-converted to shares of Company Common Stock basis, and (B) a number of Earnout Shares in
accordance with Section 3.06 and Annex I, subject to the vesting and forfeiture provisions provided for in Annex I;

 

(ii)             
each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time, other than any share
referred to in Section 3.01(a)(iii) and any Dissenting Shares, shall be canceled and automatically converted into the right to
receive, without interest, (A) the applicable portion of the Closing Payment Shares for such share of Company Common Stock in accordance
with the Exchange Ratio and (B) a number of Earnout Shares in accordance with Section 3.06 and Annex I, subject to the
vesting and forfeiture provisions provided for in Annex I;

 

(iii)           
each share of Company Capital Stock held in the treasury of the Company shall be canceled and extinguished without any conversion
thereof and no payment or distribution shall be made with respect thereto;

 

(iv)            
each share of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted
into and become one (1) share of common stock of the Surviving Corporation, par value $0.01 per share (and the shares of Surviving
Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of the Surviving Corporation’s
capital stock that are issued and outstanding immediately after the Effective Time);

 

(v)              
each Company Option that is outstanding immediately prior to the Effective Time shall be assumed by Newco and converted into (A)
an option to purchase shares of Newco Class B Common Stock (each, a “Converted Option”), provided that the
assumption and conversion of any such Company Options that are incentive stock options under Section 422 of the Code will be effected
in a manner that is intended to be consistent with the applicable requirements of Section 424 of the Code and the applicable regulations
promulgated thereunder, and (B) a number of Earnout Shares in accordance with Section 3.06 and Annex I, subject to the
vesting and forfeiture provisions provided for in Annex I. Each Converted Option will have and be subject to the same terms and
conditions

 

(including
vesting and exercisability terms) as were applicable to such Company Option immediately before the Effective Time, except that (1) each
Converted Option will be exercisable for that number of shares of Newco Class B Common Stock equal to the product (rounded down to the
nearest whole number) of (x) the number of shares of Company Common Stock subject to the Company Option immediately before the Effective
Time and (y) the Exchange Ratio; and (2) the per share exercise price for each share of Newco Class B Common Stock issuable upon exercise
of the Converted Option will be equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (x) the exercise price
per share of Company Common Stock of such Company Option immediately before the Effective Time by (y) the Exchange Ratio; provided,
however, that the exercise price and the number of shares of Newco Class B Common Stock purchasable under each Converted Option
will be determined in a manner consistent with the requirements of Section 409A of the Code and the applicable regulations promulgated
thereunder;

 

(vi)            
each award of Company RSUs that is outstanding immediately prior to the Effective Time shall be assumed by Newco and converted
into (A) an award of restricted share units to acquire shares of Newco Class B Common Stock (each, a “Converted RSU Award”),
and (B) a number of Earnout Shares in accordance with Section 3.06 and Annex I, subject to the vesting and forfeiture provisions
provided for in Annex I. Each Converted RSU Award will have and be subject to the same terms and conditions (including vesting
and settlement terms) as were applicable to such award of Company RSUs immediately before the Effective Time, except that each Converted
RSU Award will represent the right to receive that number of shares of Newco Class B Common Stock equal to the product (rounded down
to the nearest whole number) of (1) the number of shares of Company Common Stock subject to the Company RSUs immediately before the Effective
Time and (2) the Exchange Ratio; and

 

(vii)         
each Company Warrant that is outstanding immediately prior to the Effective Time (other than each Company Warrant set forth on
Section 3.01(a)(vii) of the Company Disclosure Schedules) shall be assumed by Newco and converted into (A) a right to acquire
shares of Newco Class B Common Stock (each, a “Converted Warrant”), and (B) a number of Earnout Shares in accordance
with Section 3.06 and Annex I, subject to the vesting and forfeiture provisions provided for in Annex I. Each Converted
Warrant will have and be subject to the same terms and conditions (including exercisability terms) as were applicable to such Company
Warrant immediately before the Effective Time, except that (1) each Converted Warrant will be exercisable for that number of shares of
Newco Class B Common Stock equal to the product (rounded down to the nearest whole number) of (x) the number of shares of Company Common
Stock subject to the Company Warrant immediately before the Effective Time and (y) the Exchange Ratio; and (2) the per share exercise
price for each share of Newco Class B Common Stock issuable upon exercise of the Converted Warrant will be equal to the quotient (rounded
up to the nearest whole cent) obtained by dividing (x) the exercise price per share of Company Common Stock of such Company Warrant immediately
before the Effective Time by (y) the Exchange Ratio.

 

(b)              
In connection with the assumption of the Converted Options and Converted RSU Awards pursuant to Section 3.01(a), the Company
and Parent shall cause Newco to assume

 

the
Company Equity Incentive Plan as of the Effective Time. Prior to the Effective Time, the Company shall deliver to each individual who
holds Converted Options or Converted RSU Awards a notice, setting forth the effect of the Merger on such Company optionholder’s
Company Options or Company RSUs and describing the treatment of such equity awards in accordance with Section 3.01(a)(v) or 3.01(a)(vi),
as applicable.

 

SECTION
3.02                   
Exchange
of Company Securities
.

 

(a)              
Exchange Agent. On the Closing Date, Newco shall deposit, or shall cause to be deposited, with a bank or trust company
that shall be designated by Parent and that is reasonably satisfactory to the Company (the “Exchange Agent”), for
the benefit of the holders of Company Securities, for exchange in accordance with this Article III, an instrument or instruments
representing the number of shares of Closing Payment Shares and Earnout Shares issuable by Parent pursuant to Section 3.01 (collectively,
the “Exchange Fund”). As promptly as practicable after the Effective Time, Newco shall cause the Exchange Agent, pursuant
to irrevocable instructions, to pay the Merger Consideration out of the Exchange Fund in accordance with the Merger Payment Schedule
and the other applicable provisions contained in this Agreement. The Exchange Fund shall not be used for any other purpose.

 

(b)              
Exchange Procedures. As soon as practicable following the Effective Time, and in any event within two (2) Business
Days following the Effective Time (but in no event prior to the Effective Time), Newco shall cause the Exchange Agent to deliver to each
holder of Company Securities (including shares of Company Common Stock resulting from the conversion of shares of Company Preferred Stock),
in each case, as of immediately prior to the Effective Time, represented by book-entry, the Merger Consideration in accordance with the
provisions of Section 3.01(b) and the shares of Company Common Stock and the Company Warrants shall forthwith be cancelled.

 

(c)              
Surrender. The Merger Consideration payable upon conversion of shares of Company Common Stock (including shares of Company
Common Stock resulting from the conversion of shares of Company Preferred Stock) and Company Warrants, as applicable, in accordance with
the terms hereof shall be deemed to have been paid and issued in full satisfaction of all rights pertaining to such shares of Company
Common Stock and such Company Warrants.

 

(d)              
Adjustments to Merger Consideration. The Merger Consideration shall be adjusted to reflect appropriately the effect of
any share or stock split, reverse share or stock split, share or stock dividend, reorganization, recapitalization, reclassification,
combination, exchange of shares or other like change with respect to Parent Ordinary Shares or shares of Newco Common Stock, as applicable,
occurring on or after the date hereof and prior to the Effective Time.

 

(e)              
Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Company Securities
for one (1) year after the Effective Time shall be delivered to Newco, upon demand, and any holders of Company Securities who have not
theretofore complied with this Section 3.02 shall thereafter look only to Newco for the Merger Consideration. Any portion
of the Exchange Fund remaining unclaimed by holders of Company Securities as of a date which is immediately prior to such time as such
amounts would otherwise escheat to or become property of any Governmental Authority shall, to the extent

 

permitted
by applicable Law, become the property of Newco free and clear of any claims or interest of any person previously entitled thereto.

 

(f)               
No Liability. None of the Exchange Agent, Newco or the Surviving Corporation shall be liable to any holder of Company Securities
(including shares of Company Common Stock resulting from the conversion of shares of Company Preferred Stock) for any Merger Consideration
delivered to a public official pursuant to any abandoned property, escheat or similar Law in accordance with this Section 3.02.

 

(g)              
Fractional Shares. No certificates or scrip or shares representing fractional shares of Newco Common Stock shall be issued
upon the exchange of Company Securities and such fractional share interests will not entitle the owner thereof to vote or to have any
rights of a stockholder of Parent or a holder of shares of Newco Common Stock. In lieu of any fractional share of Newco Common Stock
to which any holder of Company Securities would otherwise be entitled, the Exchange Agent shall round up or down to the nearest whole
share of Newco Common Stock, as applicable, with a fraction of 0.5 and greater rounded up. No cash settlements shall be made with respect
to fractional shares eliminated by rounding.

 

(h)              
Merger Payment Schedule. At least five (5) Business Days prior to the Closing Date, the Company shall deliver to Parent
and the Exchange Agent a schedule (the “Merger Payment Schedule”) showing (i) the percentage allocation of the Merger
Consideration to each of the holders of Company Securities at the Closing, as well as the corresponding number of shares of Newco Class
B Common Stock to be issued to such holders of Company Securities pursuant to Section 3.02(b), and (ii) the number of shares of
Newco Class B Common Stock issuable to holders of unvested Company Options, unvested Company RSUs and Company Warrants upon their exercise
of a Converted Option, Converted RSU Award or Converted Warrant, as applicable, pursuant to Section 3.01(b).

 

SECTION
3.03                   
Stock
Transfer Books
. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration
of transfers of shares of Company Capital Stock thereafter on the records of the Company. From and after the Effective Time, the holders
of shares of Company Capital Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to
such shares of Company Capital Stock, except as otherwise provided in this Agreement or by Law.

 

SECTION
3.04                   
Payment
of Expenses
.

 

(a)              
No sooner than five (5) nor later than two (2) Business Days prior to the Closing Date, the Company shall provide to Parent
a written report setting forth a list of all outstanding and unpaid Company Transaction Expenses (together with written invoices and
wire transfer instructions for the payment thereof) (collectively, the “Outstanding Company Transaction Expenses”).
On the Closing Date, following the Closing, Parent shall pay or cause to be paid, by wire transfer of immediately available funds, all
such Outstanding Company Transaction Expenses.

 

(b)              
No sooner than five (5) nor later than two (2) Business Days prior to the Closing Date, Parent shall provide to the Company
a written report setting forth a list of all

 

outstanding
and unpaid Parent Transaction Expenses (together with written invoices and wire transfer instructions for the payment thereof) (collectively,
the “Outstanding Parent Transaction Expenses” and, together with the Outstanding Company Transaction Expenses, the
Outstanding Transaction Expenses”). On the Closing Date, Parent shall pay or cause to be paid, by wire transfer of
immediately available funds, all such Outstanding Parent Transaction Expenses.

 

SECTION
3.05                   
Appraisal
and Dissenters’ Rights
.

 

(a)              
Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCL, shares of Company
Capital Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders of the Company who shall
have demanded properly in writing appraisal for such shares of Company Capital Stock in accordance with Section 262 of the DGCL
and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of appraisal rights (collectively,
the “Dissenting Shares”) shall not be converted into, and such stockholders shall have no right to receive, the Merger
Consideration unless and until such stockholder fails to perfect or withdraws or otherwise loses his, her or its rights to appraisal
of such shares of Company Capital Stock under Section 262 of the DGCL. Any stockholder of the Company who fails to perfect or who effectively
withdraws or otherwise loses his, her or its appraisal rights under Section 262 of the DGCL shall thereupon be deemed to have been converted
into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest
thereon.

 

(b)              
Prior to the Closing, the Company shall give Parent (i) prompt notice of any demands for appraisal or, to the extent applicable,
demands for dissenters’ rights received by the Company and any withdrawals or attempted withdrawals of such demands, and (ii) the
opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall
not, except with the prior written consent of Parent (which consent shall not be unreasonably withheld), make any payment with respect
to any demands for appraisal or demands for dissenters’ rights or offer to settle or settle any such demands.

 

SECTION
3.06                   
Earnout
Shares
. At the Effective Time, Newco will issue to each holder of Company Securities as of immediately prior to the Effective Time
each such holder’s pro rata share (based on the percentage of the total number of shares of Company Common Stock attributable such
holder as of immediately prior to the Effective Time, including due to conversion of Company Preferred Stock and unexpired, issued and
outstanding Company Options, Company RSUs and Company Warrants, expressed on a fully diluted and as-converted to shares of Company Common
Stock basis) of 14,000,000 restricted shares of Newco Class B Common Stock which shall be subject to the vesting and forfeiture provisions
provided for in Annex I (collectively, the “Earnout Shares”), which Earnout Shares shall otherwise be fully
paid and free and clear of all Liens other than applicable securities Law restrictions. Notwithstanding the foregoing, the issuance of
the Earnout Shares shall be subject to withholding pursuant to Section 2.09.

 

ARTICLE
IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

 

Except
as set forth in the Company’s disclosure schedule delivered by the Company to Parent and Merger Sub in connection with this Agreement
(the “Company Disclosure Schedule”) (subject to Section 10.10), the Company hereby represents and warrants
to Parent and Merger Sub as follows:

 

SECTION
4.01                   
Organization
and Qualification; Subsidiaries
.

 

(a)              
The Company and each Subsidiary of the Company (each a “Company Subsidiary”), is a corporation, company or
other organization duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization
and has the requisite corporate or other organizational power and authority to own, lease and operate its properties and to carry on
its business as it is now being conducted. The Company and each Company Subsidiary is duly qualified or licensed as a foreign corporation
or other organization to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased
or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified
or licensed and in good standing that would not have or would not reasonably be expected to have a Company Material Adverse Effect.

 

(b)              
There are no Company Subsidiaries. The Company does not directly or indirectly own any equity or similar interest in, or any interest
convertible into or exchangeable or exercisable for any equity or similar interest in, any other corporation, partnership, joint venture
or business association or other entity.

 

SECTION
4.02                   
Certificate
of Incorporation and Bylaws
. The Company has prior to the date of this Agreement made available to Parent in the Virtual Data Room
complete and correct copies of the Company Organizational Documents and the certificate of incorporation and the bylaws or equivalent
organizational documents, each as amended, restated or otherwise modified to date, of each Company Subsidiary. Such certificates of incorporation,
bylaws or equivalent organizational documents are in full force and effect. Neither the Company nor any Company Subsidiary is in violation
of any of the provisions of its certificate of incorporation, bylaws or equivalent organizational documents.

 

SECTION
4.03                   
Capitalization.

 

(a)              
As of December 6, 2021, the authorized capital stock of the Company consists of:

 

(i)                
165,000,000 shares of Company Common Stock, 7,875,533 shares of which are issued and outstanding (not taking into account Company Options exercised but not fully settled as of December 6, 2021).

 

(ii)             
98,234,236 shares of preferred stock, par value $0.0001, (A) 8,242,152 shares of which have been designated Series Seed Preferred
Stock (the “Company Series Seed Preferred Stock”), 8,242,152 shares of which are issued and outstanding, (B) 12,015,184
shares of which have been designated Series A Preferred Stock

 

(the
Company Series A Preferred Stock”), 11,963,567 shares of which are issued and outstanding, (C) 10,789,890 shares
of which have been designated Series B Preferred Stock (the “Company Series B Preferred Stock”), 10,682,797 shares
of which are issued and outstanding, (D) 13,295,062 shares of which have been designated Series C Preferred Stock (the “Company
Series C Preferred Stock
”), 13,030,922 shares of which are issued and outstanding, (E) 7,273,640 shares of which have been
designated Series C-1 Preferred Stock (the “Company Series C-1 Preferred Stock”), 7,273,640 shares of which are issued
and outstanding, (F) 17,173,437 shares of which have been designated Series D Preferred Stock (the “Company Series D Preferred
Stock
”), 16,973,394 shares of which are issued and outstanding, (G) 4,518,724 shares of which have been designated Series D-1
Preferred Stock (the “Company Series D-1 Preferred Stock”), 4,518,724 shares of which are issued and outstanding,
(H) 12,373,174 shares of which have been designated Series D-2 Preferred Stock (the “Company Series D-2 Preferred Stock”),
12,373,174 shares of which are issued and outstanding, and (I) 12,552,973 shares of which have been designated Company Series E Preferred
Stock (the “Company Series E Preferred Stock” and, together with the Company Series Seed Preferred Stock, the Company
Series A Preferred Stock, the Company Series B Preferred Stock, the Company Series C Preferred Stock, the Company Series C-1 Preferred
Stock, the Company Series D Preferred Stock, the Company Series D-1 Preferred Stock and the Company Series D-2 Preferred Stock, the “Company
Preferred Stock
”), 12,552,973 shares of which are issued and outstanding.

 

(iii)            The
Company has reserved 31,745,219 shares of Company Common Stock for issuance to officers, directors, employees and consultants of the
Company pursuant to the Company Equity Incentive Plan. Of such reserved shares of Company Common Stock, (A) 5,524,087 shares
have been issued pursuant to the exercise of Company Options and/or the vesting of Company RSUs, (B) the right to purchase
25,383,355 shares have been granted pursuant to outstanding Company Options or Company RSUs, and (C) 837,777 shares remain available
for issuance to officers, directors, employees and consultants pursuant to awards to be granted under the Company Equity Incentive
Plan (in each case, not taking into account Company Options exercised but not fully settled as of December 6, 2021).

 

(iv)            
The Company has issued (A) Common Stock Warrants convertible into 585,321 shares of Company Common Stock (the “Company
Common Stock Warrants
”), (B) Series A Preferred Stock Warrants convertible into 51,617 shares of Series A Preferred Stock (the
Company Series A Preferred Stock Warrants”), (C) Series B Preferred Stock Warrants convertible into 107,093 shares
of Series B Preferred Stock (the “Company Series B Preferred Stock Warrants”), (D) Series C Preferred Stock Warrants
convertible into 264,140 shares of Series C Preferred Stock (the “Company Series C Preferred Stock Warrants”) and
(E) Series D Preferred Stock Warrants convertible into 200,043 shares of Series D Preferred Stock (the “Company Series D Preferred
Stock Warrants
” and, together with the Company Common Stock Warrants, the Company Series A Preferred Stock Warrants, the Company
Series B Preferred Stock Warrants and the Company Series C Preferred Stock Warrants, the “Company Warrants”).

 

(b)              
Except for conversion privileges of the Company Preferred Stock set forth in the Company Organizational Documents, the rights
provided in Section 4 of the Investors’ Rights Agreement, the Company Options and the Company RSUs issued pursuant to the Company

 

Equity
Incentive Plan, the Company Warrants or as set forth on Section 4.03(b) of the Company Disclosure Schedule, there are no outstanding
options, warrants, rights (including conversion or preemptive rights and rights of first refusal or similar rights) or agreements, arrangements
or commitments of any character relating to the issued or unissued Company Capital Stock or the capital stock of any Company Subsidiary
or obligating the Company or any Company Subsidiary to issue or sell any shares of, or other equity or voting interests in, or any securities
convertible into or exchangeable or exercisable for shares or other equity or other voting interests in, the Company or any Company Subsidiary.

 

(c)              
As of the date hereof, except as set forth on Section 4.03(c) of the Company Disclosure Schedule, neither the Company nor
any Company Subsidiary is a party to, or otherwise bound by, and neither the Company nor any Company Subsidiary has granted, any equity
appreciation rights, participations, phantom equity, restricted shares, restricted share units, performance shares, contingent value
rights or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value
or price of, any shares, or other securities or ownership interests in, the Company or any Company Subsidiary. Except as set forth on
Section 4.03(c) of the Company Disclosure Schedule, there are no voting trusts, voting agreements, proxies, stockholder agreements
or other agreements to which the Company or any Company Subsidiary is a party, or to the Company’s knowledge, among any holder
of shares of Company Capital Stock or any other equity interests or other securities of the Company or any Company Subsidiary to which
the Company or any Company Subsidiary is not a party, with respect to the voting or transfer of the shares of Company Capital Stock or
any of the equity interests or other securities of the Company or any of the Company Subsidiaries.

 

(d)               Section 4.03(d)
of the Company Disclosure Schedule sets forth the following information with respect to each Company Share Award outstanding as of
December 6, 2021 (not taking into account Company Options exercised but not fully settled as of December 6, 2021), if applicable: (i) the name of the Company Share Award recipient; (ii)  the number of shares of the
Company outstanding with respect to such Company Share Award; (iii) the exercise or purchase price of such Company Share Award;
(iv) the date on which such Company Share Award was granted; and (v) the date on which such Company Share Award expires.
The Company has made available to Parent in the Virtual Data Room an accurate and complete copy of the Company Equity Incentive Plan
and all forms of award agreements evidencing all outstanding Company Share Awards. No Company Option was granted with an exercise
price per share less than the fair market value of the underlying Company Common Stock as of the date such Company Option was
granted. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in
the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and
nonassessable.

 

(e)              
There are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire
any Company Capital Stock or any capital stock of any Company Subsidiary or to provide funds to or make any investment (in the form of
a loan, capital contribution or otherwise) in any person.

 

(f)               
Except as set forth on Section 4.03(f) of the Company Disclosure Schedule, (i) there are no commitments or agreements
of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Share Award or Company
Option as a result of the Transactions, and (ii) all outstanding Company Share Awards and

 

Company
Options, and all outstanding shares of capital stock of each Company Subsidiary have been issued and granted in compliance with (A) all
applicable securities Laws and other applicable Laws and (B) all preemptive rights and other requirements set forth in applicable
Contracts to which the Company or any Company Subsidiary is a party and the Company Organizational Documents and the organizational documents
of the Company Subsidiaries, as applicable.

 

(g)              
Except for the Company Capital Stock held by the stockholders of the Company and the Company Share Awards or as set forth on Section
4.03(g)
of the Company Disclosure Schedule, no shares or other equity or voting interest of the Company, or options, warrants or
other rights to acquire any such shares or other equity or voting interest, of the Company are authorized or issued or outstanding.

 

(h)              
All of the issued and outstanding shares of Company Capital Stock (A) have been duly authorized and validly issued in compliance
with (i) applicable securities Laws and other applicable Laws, (ii) the Company Organizational Documents and (iii) any preemptive
rights, rights of first refusal and other similar requirements set forth in applicable Contracts to which the Company or any Company
Subsidiary is a party, (B) are fully paid and nonassessable, (C) are not subject to any preemptive rights, rights of first refusal or
other similar requirements and (D) are held free and clear of all Liens and other restrictions (including any restriction on the right
to vote, sell or otherwise dispose of such Company Capital Stock), other than generally applicable transfer restrictions imposed by applicable
securities Laws. Section 4.03(h) of the Company Disclosure Schedule sets forth a true, correct and complete list, as of December
6, 2021, of the issued and outstanding shares of Company Capital Stock, and the holders thereof.

 

SECTION
4.04                   
Authority
Relative to this Agreement
. The Company has all necessary corporate power and authority to execute and deliver this Agreement and
each Ancillary Agreement to which it is (or is specified to be) a party, to perform its obligations hereunder and thereunder and, subject
to receiving the Company Stockholder Approval, to consummate the Transactions. The execution and delivery of this Agreement and each
Ancillary Agreement to which it is (or is specified to be) a party by the Company and the consummation by the Company of the Transactions
have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company
are necessary to authorize this Agreement or any Ancillary Agreement to which it is a party or to consummate the Transactions (other
than, with respect to the Merger, the Company Stockholder Approval, which the Written Consent shall satisfy, and the filing and recordation
of appropriate merger documents as required by the DGCL). This Agreement and each Ancillary Agreement to which the Company is (or is
specified to be) a party has been or will be (upon execution and delivery) duly and validly executed and delivered by the Company and,
assuming the due authorization, execution and delivery by the other parties hereto or thereto, constitutes a legal, valid and binding
obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by applicable bankruptcy,
insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally,
and subject, as to enforceability, by general equitable principles (the “Remedies Exceptions”). The Company Board
has approved this Agreement, the Merger and the other Transactions. To the knowledge of the Company, no other state takeover Law is applicable
to the Merger or the other Transactions.

 

SECTION
4.05                   
No
Conflict; Required Filings and Consents
.

 

(a)              
The execution and delivery of this Agreement and each Ancillary Agreement to which it is (or is specified to be) a party by the
Company, does not, and, subject to receipt of the filing and recordation of appropriate merger documents as required by the DGCL, the
Written Consent and evidence of the consents, approvals, authorizations or permits, filings and notifications, expiration or termination
of waiting periods after filings and other actions set forth on Section 4.05(b) of the Company Disclosure Schedule or otherwise
contemplated by Section 4.05(b) being made, obtained or given, the consummation of the Transactions and the performance of this
Agreement and each Ancillary Agreement to which it is a party by the Company will not (i) conflict with or violate the Company Organizational
Documents or the certificate of incorporation or bylaws or any equivalent organizational documents of any Company Subsidiary, (ii) conflict
with or violate any United States or non-United States statute, law, ordinance, regulation, rule, code, executive order, injunction,
judgment, decree or other order (“Law”) applicable to the Company or any Company Subsidiary or by which any property
or asset of the Company or any Company Subsidiary is bound or affected, (iii) result in any breach of or constitute a default (or
an event which, with notice or lapse of time or both, would become a default) under, result in the loss of any right under, or give to
others any right of termination, amendment, acceleration or cancellation of, or constitute an event which, after notice or lapse of time
or both, would reasonably be expected to result in any such violation, breach or termination, in any case, pursuant to, any Material
Contract or (iv) result in the creation of a Lien (other than any Permitted Lien) on any property or asset of the Company or any Company
Subsidiary, or constitute an event which, with or without notice or lapse of time or both, would result in any such violation, breach,
termination or creation of a Lien or result in a violation or revocation of any required license, Company Permit or approval from any
Governmental Authority or other Person, except, with respect to clauses (ii), (iii) and (iv), for any such
conflicts, violations, breaches, defaults or other occurrences that would not have or would not reasonably be expected to have a Company
Material Adverse Effect.

 

(b)              
The execution and delivery of this Agreement and each Ancillary Agreement to which it is (or is specified to be) a party by the
Company does not, and the performance of this Agreement and each Ancillary Agreement to which it is (or is specified to be) a party by
the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, or expiration or
termination of any waiting period by, any United States federal, state, county or local or non-United States government, governmental,
regulatory or administrative authority, agency, instrumentality or commission or any court, tribunal, or judicial or arbitral body or
any self-regulatory organization or arbitral body (public or private) (each, a “Governmental Authority”), except (i) for
applicable requirements, if any, of the Exchange Act, the Securities Act, state securities or “blue sky” Laws (“Blue
Sky Laws
”) and state takeover Laws, the pre-merger notification requirements of the HSR Act, and the filing of the Merger Certificate
in accordance with the DGCL, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make
such filings or notifications, would not be or would not reasonably be expected to have a Company Material Adverse Effect.

 

SECTION
4.06                   
Permits;
Compliance
. Each of the Company and the Company Subsidiaries is in possession of all material franchises, grants, authorizations,
licenses, permits, easements, variances, exceptions, consents, clearances, certificates, approvals and orders

 

necessary
under applicable Law and necessary for each of the Company or such Company Subsidiary to own, lease and operate its properties or to
carry on its business as it is now being conducted (the “Company Permits”), except where the failure to have such
Company Permits would not have or would not reasonably be expected to have a Company Material Adverse Effect. Each Company Permit is
in full force and effect in accordance with its terms and no suspension, revocation, cancellation, withdrawal, adverse modification or
termination of any of the Company Permits is pending or has been threatened in writing or, to the knowledge of the Company, orally. Neither
the Company nor any Company Subsidiary is, nor at any time since the Reference Date has the Company or any Company Subsidiary been, in
conflict with, or in default, breach or violation of, (a) any Law applicable to the Company or any Company Subsidiary or by which
any property or asset of the Company or any Company Subsidiary is bound or affected, or (b) any Material Contract or Company Permit,
except, in each case, for any such conflicts, defaults, breaches or violations that would not be or would not reasonably be expected
to be, individually or in the aggregate, material to the Company. Since the Reference Date, (i) none of the Company or any of the Company
Subsidiaries has been subjected to, or received any notification from, any Governmental Authority of a violation of any applicable Law
or any investigation by a Governmental Authority for actual or alleged violation of any applicable Law, (ii) to the knowledge of the
Company, no claims have been filed against the Company or any of the Company Subsidiaries with any Governmental Authority alleging any
failure by the Company or any of the Company Subsidiaries to comply with any applicable Law, and (iii) none of the Company nor any of
the Company Subsidiaries has made a voluntary, directed, or involuntary disclosure to any Governmental Authority regarding any alleged
act or omission arising under or relating to any noncompliance with any applicable Law, in the case of clauses (i) through (iii), except
as would not, or would not reasonably be expected to, be material to the Company and the Company Subsidiaries, taken as a whole.

 

SECTION
4.07                   
Financial
Statements; Records
.

 

(a)              
Correct and complete copies of the audited consolidated balance sheet, income statement, stockholders’ equity and cash flows
as of and for the fiscal year ended December 31, 2020 of the Company and the Company Subsidiaries (collectively, the “Audited
Financial Statements
”), which contain an unqualified report of the Company’s auditors, are attached as Section 4.07(a)
of the Company Disclosure Schedule. Each of the Audited Financial Statements (including the notes thereto) (i) was prepared
in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto)
and (ii) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Company
and the Company Subsidiaries as of and at the date thereof and for the period indicated therein, except as otherwise noted therein.

 

(b)              
The Company has made available to Parent in the Virtual Data Room true and complete copies of the unaudited consolidated balance
sheet and income statement of the Company and the Company Subsidiaries as of and for the nine (9) month period ended September 30, 2021
(the “Interim Financial Statements Date”) (collectively, the “Interim Financial Statements” and,
together with the Audited Financial Statements, the “Financial Statements”), which are attached as Section 4.07(b)
of the Company Disclosure Schedule. The Interim Financial Statements were prepared in accordance with GAAP applied on a consistent
basis throughout the periods indicated (except for the omission of footnotes and subject to normal and recurring year-

 

end
adjustments that are not material) and fairly present, in all material respects, the financial position, results of operations and cash
flows of the Company and the Company Subsidiaries as of the Interim Financial Statements Date and for the period indicated therein, except
as otherwise noted therein and subject to normal and recurring year-end adjustments that are not material.

 

(c)              
Except as and to the extent reflected or reserved for on the balance sheet of the Company included in the Interim Financial Statements,
neither the Company nor any Company Subsidiary has any liability or obligation of a nature (whether accrued, absolute, contingent or
otherwise) required to be reflected on a balance sheet prepared in accordance with GAAP, except for: (i) liabilities that were incurred
in the Ordinary Course of Business since the Interim Financial Statements Date (none of which results from, arises out of or was caused
by any tortious conduct, breach of Contract, or infringement or violation of applicable Law), (ii) obligations for future performance
under any Contract to which the Company or any Company Subsidiary is a party or (iii) such other liabilities and obligations which are
not material to the Company. Neither the Company nor any of the Company Subsidiaries has applied for or received any loan under the Paycheck
Protection Program under the CARES Act.

 

(d)              
Since the Reference Date, (i) neither the Company nor any Company Subsidiary nor, to the Company’s knowledge, any director,
officer, employee, auditor, accountant or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained
knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the
accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal
accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged
in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue
recognition discussed with, reviewed by or initiated at the direction of the Company’s chief executive officer, chief financial
officer, general counsel, the Company Board or any committee thereof.

 

(e)              
To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information
to any Law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of
any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor,
subcontractor or agent of the Company or any Company Subsidiary, has discharged, demoted, suspended, threatened, harassed or in any other
manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of
any act of such employee described in 18 U.S.C. sec. 1514A(a).

 

(f)               
The Audited Financial Statements, when issued, will have been audited in accordance with PCAOB auditing standards by a PCAOB-qualified
auditor that was independent under Rule 2-01 of Regulation S-X under the Securities Act.

 

(g)              
The systems of internal accounting controls maintained by the Company and the Company Subsidiaries are designed to provide reasonable
assurance that: (i)transactions are executed in accordance with management’s general or specific authorization; (ii)transactions
are recorded as necessary to permit preparation of financial statements in conformity with GAAP

 

and
to maintain accountability for assets; and (iii)material information is communicated to management as appropriate.

 

(h)              
Neither the Company nor any of the Company Subsidiaries is a party to, or is subject to any commitment to become a party to, any
joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction
or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate,
on the other hand), including any structured finance, special purpose or limited purpose entity or Person, or any “off-balance
sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Act), in each case, where the result, purpose
or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any
of the Company Subsidiaries in the Financial Statements.

 

SECTION
4.08                   
Absence
of Certain Changes or Events
. Since December 31, 2020 through the date of this Agreement, except as otherwise reflected in the Interim
Financial Statements, (a) the Company and the Company Subsidiaries have conducted their respective businesses in all material respects
in the Ordinary Course of Business, (b) neither the Company nor any Company Subsidiary has sold, assigned, transferred, licensed, sublicensed,
terminated, failed to take any action reasonably necessary to maintain, enforce or protect, created or incurred any Lien (other than
a Permitted Lien), permitted to lapse, abandoned, or otherwise disposed of any right, title or interest in or to any of their respective
material assets (including Company Owned IP, other than revocable, non-exclusive licenses or sublicenses of Company Owned IP granted
in the Ordinary Course of Business) or agreed to do any of the foregoing, (c) there has not been a Company Material Adverse Effect,
and (d) neither the Company nor any Company Subsidiary has taken (or failed to take) any action that, if taken (or failed to be
taken) after the date of this Agreement, would constitute a breach of any of the covenants set forth in Section 6.01.

 

SECTION
4.09                   
Absence
of Litigation
. Since the Reference Date, there have not been any, and there are currently no, (x) Actions (other than investigations)
or (y) to the knowledge of the Company, investigations, in each case, pending or, to the knowledge of the Company, threatened, against
the Company or any Company Subsidiary, or any property or asset of the Company or any Company Subsidiary, that would be material to the
Company and the Company Subsidiaries, taken as a whole or that challenge or seek to prevent or enjoin the Transactions. Since the Reference
Date, neither the Company nor any Company Subsidiary nor any material property or asset of the Company or any Company Subsidiary has
been subject to any order of, consent decree, settlement agreement or other similar written agreement with, or, to the knowledge of the
Company, investigation by, any Governmental Authority, or any order, writ, judgment, injunction, decree, determination or award of any
Governmental Authority.

 

SECTION
4.10                   
Employee
Benefit Plans
.

 

(a)              
Section 4.10(a) of the Company Disclosure Schedule lists, as of the date of this Agreement, all material Employee
Benefit Plans that are maintained, contributed to, required to be contributed to, or sponsored by the Company or any Company Subsidiary
for the benefit of any current or former employee, officer, director or consultant of the Company or any Company Subsidiary, or under
which the Company or any Company Subsidiary has or could incur any liability (contingent or otherwise) (collectively, the “Plans”).

 

(b)              
With respect to each Plan, the Company has made available to Parent in the Virtual Data Room, if applicable (i) a true and
complete copy of the current plan document and all amendments thereto and each trust or other funding arrangement, (ii) copies of
the most recent summary plan description and any summaries of material modifications, (iii) a copy of the 2020 filed Internal Revenue
Service (“IRS”) Form 5500 annual report and accompanying schedules (or, if not yet filed, the most recent draft
thereof), (iv) copies of the most recently received IRS determination, opinion or advisory letter, and (v) any material, non-routine
correspondence from any Governmental Authority with respect to any Plan since the Reference Date. As of the date hereof, neither the
Company nor any Company Subsidiary has any express commitment to materially modify or change or terminate any Plan, other than with respect
to a modification, change or termination required by ERISA or the Code, or other applicable Law, or adopt any benefit plan that would
be a Plan if adopted as of the date hereof.

 

(c)              
None of the Plans is or has been, nor does the Company, any Company Subsidiary or any ERISA Affiliate have or reasonably expect
to have any liability or obligation with respect to, (i) a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3)
of ERISA), (ii) a single employer pension plan (within the meaning of Section 4001(a)(15) of ERISA) subject to Section 412
of the Code or Title IV of ERISA, (iii) a multiple employer plan subject to Section 413(c) of the Code, or (iv) a
multiple employer welfare arrangement under ERISA. For purposes of this Agreement, “ERISA Affiliate” means any entity
that together with the Company or any Company Subsidiary would be deemed a “single employer” for purposes of Section 4001(b)(1)
of ERISA or Sections 414(b), (c) or (m) of the Code.

 

(d)              
Neither the Company nor any Company Subsidiary is nor will be obligated, whether under any Plan or otherwise, to pay separation,
severance, termination or similar benefits to any person directly as a result of any Transaction. Except as set forth on Section 4.10(d)
of the Company Disclosure Schedule, the Transactions shall not (i) result in any forgiveness of indebtedness to any current or former
employee, officer, director or consultant, (ii) result in any payment (e.g., golden parachute, bonus, commission, retention, transaction
bonus or otherwise) becoming due to any current or former employee, officer, director or consultant, or (iii) result in the acceleration
in the time of payment or vesting, or increase the amount, of any benefit or other compensation due to any individual. The Transactions
shall not be the direct or indirect cause of any amount paid or payable by the Company or any Company Subsidiary being classified as
an “excess parachute payment” under Section 280G of the Code.

 

(e)              
None of the Plans provides, nor does the Company nor any Company Subsidiary have or reasonably expect to have any obligation to
provide, medical or other welfare benefits to any current or former employee, officer, director or consultant of the Company or any

 

Company
Subsidiary after termination of employment or service except as may be required under Section 4980B of the Code and Part 6
of Title I of ERISA and the regulations thereunder.

 

(f)               
Each Plan is and has been since the Reference Date in compliance, in all material respects, in accordance with its terms and the
requirements of all applicable Laws including ERISA and the Code. The Company, each Company Subsidiary and their respective ERISA Affiliates
have performed, in all material respects, all obligations required to be performed by them under, are not in any material respect in
default under or in violation of, and have no knowledge of any default or violation in any material respect by any party to, any Plan.
Currently and since the Reference Date, there is no Action pending or, to the knowledge of the Company, threatened with respect to any
Plan (other than claims for benefits in the Ordinary Course of Business) and, to the knowledge of the Company, no fact or event exists
that could reasonably be expected to give rise to any such Action. Currently and since the Reference Date, there is no audit, material
inquiry, or similar proceeding pending or, to the knowledge of the Company, threatened by the Department of Labor, Internal Revenue Service,
or any other Governmental Authority with respect to any Plan.

 

(g)              
Each Plan that is intended to be qualified under Section 401(a) of the Code has (i)  received a favorable determination
letter from the IRS which letter has the effect of affirming that the Plan is so qualified and each trust established in connection with
such Plan is exempt from federal income Tax under Section 501(a) of the Code or (ii) is entitled to rely on a favorable opinion
or advisory letter from the IRS, and to the knowledge of Company, no fact or event has occurred since the date of such determination
or opinion letter or letters from the IRS that could reasonably be expected to adversely affect the qualified status of any such Plan
or the exempt status of any such trust.

 

(h)              
There has not been any prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code)
nor any reportable events (within the meaning of Section 4043 of ERISA) with respect to any Plan. There have been no acts or omissions
by the Company, any Company Subsidiary or any ERISA Affiliate that have given or could reasonably be expected to give rise to any material
fines, penalties, Taxes or related charges under Sections 502 or 4071 of ERISA or Section 511 or Chapter 43 of the Code
for which the Company, any Company Subsidiary or any ERISA Affiliate may be liable.

 

(i)                
All material contributions, premiums or payments required to be made with respect to any Plan have been timely made to the extent
due or properly accrued on the consolidated financial statements of the Company and the Company Subsidiaries.

 

(j)                
The Company, each Company Subsidiary and each ERISA Affiliate has complied in all material respects with the notice and continuation
coverage requirements, and all other requirements, of Section 4980B of the Code and Parts 6 and 7 of Title I of ERISA,
and the regulations thereunder, with respect to each Plan that is, or was during any taxable year for which the statute of limitations
on the assessment of federal income Taxes remains open, by consent or otherwise, a group health plan within the meaning of Section 5000(b)(1)
of the Code.

 

(k)              
The Company, each Company Subsidiary and each Plan that is a “group health plan” as defined in Section 733(a)(1)
of ERISA (each, a “Health Plan”) is and has been in

 

compliance
in all material respects with the Patient Protection and Affordable Care Act of 2010 (“PPACA”), and no event has occurred,
and no condition or circumstance exists, that could reasonably be expected to subject the Company, any Company Subsidiary, any ERISA
Affiliate or any Health Plan to any material liability for penalties or excise Taxes under Code Section 4980D or 4980H or any other
provision of the PPACA.

 

(l)                
Each Plan that constitutes a nonqualified deferred compensation plan subject to Section 409A of the Code has been administered
and operated, in all material respects, in compliance with the provisions of Section 409A of the Code and the Treasury Regulations
thereunder. Except as would not result in material liability to the Company and the Company Subsidiaries, taken as a whole, none of the
Company nor any of the Company Subsidiaries maintains an obligation to gross-up or reimburse any individual for any tax or related interest
or penalties incurred by such individual, including under Sections 409A or 4999 of the Code or otherwise.

 

SECTION
4.11                   
Labor
and Employment Matters
.

 

(a)              
The Company has, prior to the date of this Agreement, made available to Parent in the Virtual Data Room a correct and complete
list of all employees of the Company and any Company Subsidiary as of the date hereof, including any such employee who is on a leave
of absence of any nature, authorized or unauthorized, and sets forth for each such individual the following, on a no name basis: (i)
title or position; (ii) hire date; (iii) location; (iv) whether full-time or part-time, hourly or salaried; (v) current annualized base
salary or (if paid on an hourly basis) hourly rate of pay; and (vi) commission, bonus or other incentive based compensation. As of the
date hereof, all compensation, including wages, commissions and bonuses, due and payable to all employees of the Company and any Company
Subsidiary for services performed on or prior to the date hereof have been paid in full (or accrued in full in the Company’s financial
statements).

 

(b)              
(i) There are no material Actions pending or, to the knowledge of the Company, threatened against the Company or any Company
Subsidiary by any of their respective current or former employees; (ii) neither the Company nor any Company Subsidiary is, or has
been since the Reference Date, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union,
works council or labor organization applicable to persons employed by the Company or any Company Subsidiary, nor, to the knowledge of
the Company, are there any activities or proceedings of any labor union to organize any such employees; (iii) there are no unfair
labor practice complaints pending against the Company or any Company Subsidiary before the National Labor Relations Board or any other
Governmental Authority; and (iv) there has never been, nor, to the knowledge of the Company, has there been any threat of, any strike,
slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute affecting, or, to the
knowledge of the Company, threat thereof, by or with respect to any employees of the Company or any Company Subsidiary.

 

(c)              
The Company and the Company Subsidiaries are and have been since the Reference Date in compliance in all material respects with
all applicable Laws relating to the labor and employment, including those relating to employment practices, employment discrimination,
terms and conditions of employment, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Act
of 1988, as amended, or any similar state or local

 

Laws),
immigration, meal and rest breaks, overtime pay, pay equity, workers’ compensation, family and medical leave, and occupational
safety and health requirements, payment of wages, hours of work, and collective bargaining as required by the appropriate Governmental
Authority and are not liable for any material arrears of wages, penalties or other sums for failure to comply with any of the foregoing.

 

(d)              
Since the Reference Date, to the Company’s knowledge, there have been no employment discrimination or employment or sexual
harassment or sexual misconduct allegations raised, brought, threatened, or settled relating to any current or former appointed officer
or director of the Company or any of the Company Subsidiaries involving or relating to his or her services provided to the Company or
any of the Company Subsidiaries. Except as would not result in material liability to the Company or any of the Company Subsidiaries,
the policies and practices of the Company comply with applicable federal, state, and local laws concerning employment discrimination
and employment harassment. Since the Reference Date, the Company has not entered into any settlement agreements resolving, in whole or
in part, allegations of sexual harassment or sexual misconduct by any current or former appointed officer or director.

 

SECTION
4.12                   
Real
Property; Title to Assets
.

 

(a)              
Neither the Company nor any Company Subsidiary owns any real property.

 

(b)              
Section 4.12(b) of the Company Disclosure Schedule lists the street address of each parcel of Leased Real Property,
and sets forth a complete and accurate list of each lease pursuant to which the Company or any Company Subsidiary leases any real property
(each, a “Lease”), with the name of the lessor and the date of the Lease in connection therewith and each amendment
to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents
have been made available to Parent in the Virtual Data Room. (i) There are no leases, subleases, sublicenses, concessions or other
Contracts granting to any person other than the Company or Company Subsidiaries the right to use or occupy any Leased Real Property,
other than the Leases set forth in Section 4.12(b) of the Company Disclosure Schedule, and (ii) all Leases are in full force
and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, and there is not,
under any of such Leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute
a default) by the Company or any Company Subsidiary or, to the Company’s knowledge, by any other party to such Leases, except as
would not have or would not reasonably be expected to have a Company Material Adverse Effect.

 

(c)              
Other than any COVID-19 Response, there are no contractual or legal restrictions that preclude or restrict the ability of the
Company or any Company Subsidiary from using any Leased Real Property for the purposes for which it is currently being used, except as
would not have or would not reasonably be expected to have a Company Material Adverse Effect. There are no latent defects or adverse
physical conditions affecting the Leased Real Property other than those that would not have a Company Material Adverse Effect. There
are no pending, or to the knowledge of the Company, threatened (i)Actions or other proceedings to take all or any portion of the Leased
Real Property or any interests therein by eminent domain or any condemnation proceeding (or the jurisdictional equivalent thereof) or
(ii)sales or dispositions in relation to any such Action or proceeding.

 

(d)              
Each of the Company and the Company Subsidiaries has legal and valid title to, or, in the case of Leased Real Property and assets,
valid leasehold interests in, all of the properties and assets, tangible and intangible, real, personal and mixed, reflected on the Interim
Financial Statements or acquired by the Company and the Company Subsidiaries after the date of the Interim Financial Statements, except
for properties, assets and rights sold since the date of the Interim Financial Statements in the Ordinary Course of Business (or, with
respect to such properties and assets sold after the date of this Agreement, as permitted pursuant to Section 6.01) or where the
failure to have such good title or valid leasehold interests would not be material to the Company and the Company Subsidiaries, taken
as a whole. Such property and assets are free and clear of all Liens other than Permitted Liens. The tangible assets of the Company and
the Company Subsidiaries reflected on the Interim Financial Statements or acquired by the Company and the Company Subsidiaries after
the date of the Interim Financial Statements constitute all material tangible assets used or held for use by the Company in, and necessary
and sufficient for the operation of, the business of the Company in substantially the same manner as presently operated.

 

SECTION
4.13                   
Intellectual
Property; Data Security
.

 

(a)              
Section 4.13(a) of the Company Disclosure Schedule contains a true, correct and complete list of all Registered Intellectual
Property (showing in each case, as applicable, the owner, jurisdiction to which such registration or application applies, filing date,
date of issuance, expiration date, registration or application number, and registrar). The Company IP (i) constitutes all Intellectual
Property rights used, held for use in or otherwise necessary for, the operation of the business of the Company and the Company Subsidiaries
as currently conducted and (ii) is sufficient for the conduct of such business as currently conducted as of the date hereof. The foregoing
paragraph shall not be construed as a representation or warranty regarding the infringement or misappropriations of a third party’s
Intellectual Property, the sole representations and warranties for which are as set forth in Section 4.13(d).

 

(b)              
The Company or one of the Company Subsidiaries solely and exclusively owns and possesses, free and clear of all Liens (other than
Permitted Liens), all right, title and interest in and to the Company Owned IP and has the right to use, pursuant to a valid and, to
the knowledge of the Company, enforceable, written Contract or license, all Company Licensed IP. No material Registered Intellectual
Property has been adjudged invalid or unenforceable in whole or in part and all material Registered Intellectual Property is subsisting
and, to the knowledge of the Company, valid and enforceable. No Action regarding the loss or expiration of any of the Company Owned IP
is pending or has been threatened in writing.

 

(c)              
Each of the Company and the applicable Company Subsidiaries has taken and takes reasonable actions in accordance with normal industry
practice to maintain, protect and enforce the confidentiality of its material trade secrets and other material Confidential Information.
No such trade secrets or Confidential Information have been disclosed other than to employees, contractors, consultants, representatives,
agents and licensees of the Company or the applicable Company Subsidiary under written confidentiality agreements.

 

(d)              
Except as disclosed in Section 4.13(d) of the Company Disclosure Schedule, there are no pending, and since the Reference
Date, there have been no Actions filed or

 

threatened
in writing against the Company or any Company Subsidiary by any person (A) contesting the validity, use, ownership, enforceability, patentability
or registrability of any Company IP, or (B) alleging any infringement or misappropriation of, or other violation of, any Intellectual
Property rights of other persons (including any unsolicited written demands or written offers to license any Intellectual Property rights
from any other person). The operation of the business of the Company and the Company Subsidiaries (including the Products) has not infringed,
misappropriated or otherwise violated, and does not infringe, misappropriate or otherwise violate, any Intellectual Property rights of
any other persons. To the Company’s knowledge, no other person has infringed, misappropriated or otherwise violated any of the
Company Owned IP.

 

(e)              
All persons who have contributed, developed or conceived any material Company Owned IP have executed valid and enforceable written
agreements with the Company or one of the Company Subsidiaries, substantially in the form made available to Parent in the Virtual Data
Room, and pursuant to which such persons assigned to the Company or the applicable Company Subsidiary all of their entire right, title,
and interest in and to any Intellectual Property created, conceived or otherwise developed by such person in the course of and related
to his, her or its relationship with the Company or the applicable Company Subsidiary, without further ongoing consideration or any restrictions
or obligations whatsoever.

 

(f)               
The use of Open Source Software by the Company and the Company Subsidiaries is in compliance in all material respects with the
terms and conditions of all applicable licenses for such Open Source Software. Neither the Company nor any Company Subsidiary uses or
has used any Open Source Software or any modification or derivative thereof (i) in a manner that would grant to any other person any
rights to or immunities under any of the Company IP, or (ii) in a manner that would require the Company or any Company Subsidiary to
license, make available, distribute or provide any source code that is part of the Company Owned IP.

 

(g)              
Each of the Company and the Company Subsidiaries owns, leases, licenses, or otherwise has the legal right to use all Business
Systems and such Business Systems are sufficient in all material respects for the needs of, and operate and perform in a manner that
permits the Company and the Company Subsidiaries to conduct, the business of the Company and the Company Subsidiaries as currently conducted
by the Company and the Company Subsidiaries. Each of the Company and the Company Subsidiaries maintains commercially reasonable disaster
recovery, data backup, business continuity and risk assessment plans, procedures and facilities, and encryption and other security protocol
technology, consistent with current industry standards, designed to protect the confidentiality, integrity and security of the Business
Systems under its control (and all information and transactions stored or contained therein or transmitted thereby) against any unauthorized
use, access, interruption, modification or corruption. Since the Reference Date, there has not been any material failure, interruption,
modification or corruption with respect to any of the Business Systems (or any information or transactions stored or contained therein
or transmitted thereby) that has not been remedied or replaced in all material respects.

 

(h)              
Each of the Company and the Company Subsidiaries currently comply, and since the Reference Date has complied, in all material
respects with (i) all Privacy/Data Security Laws applicable to the Company or any such Company Subsidiary, (ii) any applicable privacy
or other policies of the Company or any such Company Subsidiary, respectively, including internal policies and policies that are published
on a Company website or otherwise made publicly

 

available
by the Company or any such Company Subsidiary concerning data protection, security or privacy or the collection, dissemination, storage
or use of Personal Information or Business Data, (iii) industry standards to which the Company or any such Company Subsidiary has expressly
committed to adhere, and (iv) all contractual commitments that the Company or any such Company Subsidiary has entered into or is otherwise
bound by with respect to privacy or data security (collectively, the “Data Security Requirements”). Each of the Company
and the Company Subsidiaries has implemented data security safeguards designed to protect the security and integrity of the Business
Systems, Company IP and Personal Information collected, used, stored, or otherwise processed by or on behalf of the Company or such Company
Subsidiary. Each of the Company’s and the Company Subsidiaries’ employees and contractors receive commercially reasonable
training in accordance with industry standards with respect to information security issues. To the Company’s knowledge, there is
no Disabling Device in any of the Business Systems, Software included in the Company Owned IP, or Product components. Since the Reference
Date, except as would not be material to the Company and the Company Subsidiaries, taken as a whole, neither the Company nor any of the
Company Subsidiaries has (i) to the Company’s knowledge, experienced any data security breaches, unauthorized access or use of
any of the Business Systems (or any information or transactions store or contained therein or transmitted thereby), or any unauthorized
access, acquisition, destruction, damage, disclosure, loss, modification, corruption, alteration, or use of any Personal Information
or Business Data; or (ii) been subject to or received written notice of any threatened audits, proceedings, litigations, actions or investigations
by any Governmental Authority or any third party, or received any claims or material complaints regarding its collection, dissemination,
storage or use of Personal Information or its violation of any applicable Data Security Requirements.

 

(i)                
The Company or one of the Company Subsidiaries (i) solely and exclusively owns, free and clean of all Liens (other than Permitted
Liens) all Business Data included in the Company Owned IP and (ii) has a valid and enforceable right, as applicable, to use, exploit,
publish, reproduce, distribute, license, sell, and create derivative works of, all other Business Data, in whole or in part, in the manner
in which the Company and the Company Subsidiaries receive and use such Business Data as of prior to the Closing Date. The Company and
the Company Subsidiaries are not subject to any legal or contractual obligations, including in connection with the Transactions, that
would (i) prohibit Parent from receiving or using Personal Information after the Closing Date, in a similar manner in which the Company
and the Company Subsidiaries receive and use such Personal Information as of immediately prior to the Closing Date or (ii) result in
any violations of, or material liabilities in connection with, the Data Security Requirements.

 

(j)                
Neither the Company nor any Company Subsidiary is, or has been since the Reference Date, a member or promoter of, or a contributor
to, any industry standards body or similar standard setting organization that could require or obligate the Company or any such Company
Subsidiary to grant or offer to any other person any license or other right to any Company Owned IP.

 

SECTION
4.14                   
Regulatory
Compliance
.

 

(a)              
Each of the Company and the Company Subsidiaries is, and for the past three years has been, in material compliance with the Federal
Food, Drug, and Cosmetic Act (“FDCA”), the Federal Trade Commission Act, and the Fair Packaging and Labeling Act

 

(collectively
Food and Drug Law”). Neither the Company nor any Company Subsidiary has received any claim (and, to the Company’s
knowledge, no claim has been filed, commenced or threatened against the Company or any Company Subsidiary) alleging a material violation
under any Food and Drug Law that has not been duly cured, and there are no pending or, to the Company’s knowledge, threatened legal
proceedings, investigations, subpoenas, or civil investigative demands by any Governmental Authority, or other entity or individual,
with respect to any alleged violation by the Company or any Company Subsidiary of any Food and Drug Law.

 

(b)              
The Products are not adulterated or misbranded within the meaning of the FDCA. All of the claims the Company and any Company Subsidiary
makes or have made for its Products are and have been adequately supported and are otherwise compliant with Food and Drug Laws.

 

(c)              
Since the Reference Date, neither the Company nor any Company Subsidiary has received any warning letter, notice of violation,
seizure, recall request, injunction, regulatory enforcement action, or criminal action issued, initiated, threatened in writing, or to
the Company’s knowledge, otherwise threatened, by the FDA. Neither the Company nor any Company Subsidiary has made an untrue statement
of material fact or fraudulent statement to the FDA or any other similar Governmental Authority.

 

SECTION
4.15                   
Taxes.

 

(a)              
Each of the Company and the Company Subsidiaries: (i) has duly filed all income and other material Tax Returns that are required
to have been filed as of the date hereof (taking into account any extension of time within which to file) and all such filed Tax Returns
are complete and accurate in all material respects; (ii) has paid all Taxes that are shown as due on such filed Tax Returns and any other
material Taxes that it is required to have paid as of the date hereof; (iii) with respect to all income and other material Tax Returns
filed by or with respect to it, has not waived any statute of limitations with respect to Taxes or agreed to any extension of time with
respect to a Tax assessment or deficiency (other than pursuant to customary extensions of the due date for filing a Tax Return obtained
in the Ordinary Course of Business); (iv) does not have any material deficiency, assessment, claim, audit, examination, investigation,
litigation or other proceeding in respect of Taxes or Tax matters pending or asserted, proposed or threatened in writing, for a Tax period
for which the statute of limitations for assessments remains open. The unpaid Taxes of the Company and the Company Subsidiaries as of
the date of the Interim Financial Statements was adequately reflected in the reserves for Taxes of the Company and the Company Subsidiaries
set forth in the Interim Financial Statements.

 

(b)              
Neither the Company nor any Company Subsidiary is a party to, is bound by or has an obligation under any Tax sharing agreement,
Tax indemnification agreement, Tax allocation agreement or similar Contract or arrangement (including any agreement, Contract or arrangement
providing for the sharing or ceding of Tax credits or Tax losses) or has a liability or obligation to any person as a result of or pursuant
to any such agreement, Contract, arrangement or commitment, in each case other than an agreement, Contract, arrangement or commitment
the primary purpose of which does not relate to Taxes.

 

(c)              
Neither the Company nor any Company Subsidiary will be required to include any material item of income in, or exclude any material
item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of any: (i) change
in method of accounting made prior to the Closing under Code Section 481(c) (or any corresponding or similar provision of state,
local or non-U.S. income Tax Law); (ii) “closing agreement” as described in Code Section 7121 (or any corresponding
or similar provision of state, local or non-U.S. income Tax Law) executed prior to the Closing; (iii) installment sale or open transaction
disposition made prior to the Closing; or (iv) prepaid amount or deferred revenue received prior to the Closing outside the Ordinary
Course of Business.

 

(d)              
Neither the Company nor any Company Subsidiary will have any liability for any Tax period (or portion thereof) ending after the
Closing Date as a result of any election under Section 965(h) of the Code.

 

(e)              
Each of the Company and the Company Subsidiaries has withheld and paid to the appropriate Tax authority all material Taxes required
to have been withheld and paid in connection with amounts paid or owing to any current or former employee, independent contractor, creditor,
stockholder or other third party and, to the Company’s knowledge, has complied in all material respects with all applicable Laws
relating to the reporting and withholding of Taxes.

 

(f)               
Neither the Company nor any Company Subsidiary has been a member of an affiliated group filing a consolidated, combined or unitary
U.S. federal, state, local or non-U.S. income Tax Return (other than a group of which the Company or a Company Subsidiary was the
common parent and which consists only of the Company and the Company Subsidiaries).

 

(g)              
Neither the Company nor any Company Subsidiary has any liability for the Taxes of any person (other than the Company and its Company
Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or non-U.S. Law), as a transferee
or successor by Contract or otherwise (other than a Contract the primary purpose of which does not relate to Taxes).

 

(h)              
Neither the Company nor any Company Subsidiary has any request for a closing agreement, private letter ruling, or similar ruling
in respect of Taxes pending between the Company or any Company Subsidiary, on the one hand, and any Tax authority, on the other hand.

 

(i)                
The Company has made available to Parent in the Virtual Data Room true, correct and complete copies of the U.S. federal income
Tax Return filed by the Company Subsidiaries for tax year 2020.

 

(j)                
Neither the Company nor any Company Subsidiary has in the last two (2) years distributed stock of another person, or has had its
stock distributed by another person, in a transaction that was purported or intended to be governed in whole or in part by Section 355
or Section 361 of the Code.

 

(k)              
Neither the Company nor any Company Subsidiary has engaged in or entered into a “listed transaction” within the meaning
of Treasury Regulation Section 1.6011-4(b)(2).

 

(l)                
Neither the IRS nor any other U.S. or non-U.S. taxing authority or agency has asserted in writing against the Company or
any Company Subsidiary any deficiency or claim for any Taxes or interest thereon or penalties in connection therewith, which such assertion
has not been resolved.

 

(m)            
There is no material property or obligation of the Company or any of the Company Subsidiaries including uncashed checks to vendors,
customers or employees or other service providers, non-refunded overpayments or unclaimed subscription balances, that is escheatable
to any state or municipality under any applicable escheatment or unclaimed property laws, as of the date hereof or that would reasonably
be expected at any time after the date hereof to become escheatable to any state or municipality under any applicable escheatment or
unclaimed property laws.

 

(n)              
There are no Tax Liens upon any assets of the Company or any of the Company Subsidiaries except for Permitted Liens.

 

(o)              
Neither the Company nor any Company Subsidiary has been a United States real property holding corporation within the meaning of
Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. Neither the Company
nor any Company Subsidiary has received written notice from a non-United States Tax authority that it has a permanent establishment
(within the meaning of an applicable Tax treaty) or otherwise has an office or fixed place of business in a country other than the country
in which it is organized.

 

(p)              
Neither the Company nor any Company Subsidiary has received written notice of any claim from a Tax authority in a jurisdiction
in which the Company or such Company Subsidiary does not file Tax Returns stating that the Company or such Company Subsidiary is or may
be subject to Tax in such jurisdiction.

 

(q)              
For U.S. federal income tax purposes, the Company is, and has been since its formation, classified as a corporation.

 

(r)               
The Company and the Company Subsidiaries have complied in all material respects with the conditions stipulated in each Tax Grant
that the Company and the Company Subsidiaries have utilized.

 

(s)               
Neither the Company nor any of the Company Subsidiaries is a party to a gain recognition agreement under Section 367 of the Code
that is currently in effect.

 

(t)                
Except as set forth on Section 4.15(t) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries
has (i) deferred any Taxes under Section 2302 of the CARES Act or (ii) claimed any Tax credit under Section 2301 of the CARES Act or
Sections 7001-7003 of the Families First Coronavirus Response Act, as may be amended.

 

(u)              
The Company, after consultation with its tax advisors, is not aware of the existence of any fact, or any action it has taken (or
failed to take) or agreed to take, that would reasonably be expected to prevent or impede the Merger from qualifying for the Intended
Tax Treatment.

 

SECTION
4.16                   
Environmental
Matters
. (a)  Neither the Company nor any Company Subsidiary has, since the Reference Date, violated applicable Environmental
Laws in any material respect; (b) there has been no release of any Hazardous Substances by the Company or any Company Subsidiary at the
Leased Real Property in a manner which would reasonably be expected to result in material liability to the Company or any Company Subsidiary
pursuant to applicable Environmental Laws; (c) neither the Company nor any Company Subsidiary is the subject of any pending or, or to
the Company’s knowledge, threatened Action, nor has the Company or any Company Subsidiary received any written notice, alleging
any material violation of, or liability under, Environmental Laws; and (d) each of the Company and the Company Subsidiaries has all material
permits, licenses and other authorizations required of the Company under applicable Environmental Law for conduct of their respective
businesses as presently conducted (“Environmental Permits”), and each of the Company and the Company Subsidiaries
is and has been since the Reference Date in compliance in all material respects with such Environmental Permits.

 

SECTION
4.17                   
Material
Contracts
.

 

(a)              
Section 4.17(a) of the Company Disclosure Schedule sets forth a true, correct and complete list, as of the date of
this Agreement, of all Contracts to which the Company or any Company Subsidiary is a party or is bound by falling within the following
categories and existing as of the date hereof (such Contracts required to be listed on Section 4.17(a) of the Company Disclosure
Schedule and, as of the Closing any other Contract in existence that would have been required to be disclosed pursuant to Section
4.17(a)
if in existence on the date hereof, collectively, the “Material Contracts”):

 

(i)                
any Contract, the performance of which (A) involved payments by the Company or the Company Subsidiaries in the aggregate in excess
of $2,000,000 during calendar year 2020 or that would reasonably be expected to be in excess of $2,000,000 during calendar year 2021
or (B) involved payments to the Company or the Company Subsidiaries in the aggregate in excess of $2,000,000 during calendar year 2020
or that would reasonably be expected to involve payments in excess of $2,000,000 during calendar year 2021 (in each case, other than
purchase or service orders accepted, confirmed or entered into in the Ordinary Course of Business);

 

(ii)             
any Contract for the voting of equity securities of the Company or any of the Company Subsidiaries;

 

(iii)           
any Contract with a Top 10 Vendor or Top Customer (other than purchase or service orders accepted, confirmed or entered into in
the Ordinary Course of Business);

 

(iv)            
any employment Contract with any employee of the Company or any of the Company Subsidiaries that provides for annual base compensation
in excess of $300,000;

 

(v)              
any collective bargaining Contract;

 

(vi)            
any Contract pursuant to which (A) the Company or any Company Subsidiary grants any right, license or covenant not to sue with
respect to any Company Owned IP (other than non-exclusive licenses (or sublicenses) of Company Owned IP granted in the Ordinary Course
of Business) or (B) the Company or any Company Subsidiary obtains any right, license or covenant not to sue with respect to any Company
Licensed IP (other than licenses for commercially available, “off-the-shelf” Software, commercially available service agreements
related to Business Systems or non-exclusive licenses from suppliers and customers granted in the Ordinary Course of Business);

 

(vii)         
any Contract that (A) (1) contains a covenant not to compete in any line of business, (2) contains a covenant not to solicit persons
for employment (other than customary covenants not to solicit persons for employment in non-disclosure agreements and confidentiality
agreements entered into in the Ordinary Course of Business), (3) grants exclusive or preferential rights or “most favored nations”
status to any person, or (4) obligates the Company or any of the Company Subsidiaries to purchase or obtain a minimum or specified amount
of any product or service in excess of  $2,000,000 in the aggregate during any calendar year, or (B) prohibits the Company or
any of the Company Subsidiaries from soliciting any customers or strategic partners;

 

(viii)       
any Contract under which the Company or any of the Company Subsidiaries has (A) created, incurred, assumed or guaranteed (or may
create, incur, assume or guarantee) indebtedness for borrowed money, (B) granted a Lien (other than a Permitted Lien) on its assets or
group of assets, whether tangible or intangible, to secure any indebtedness for money borrowed, (C) extended credit to any Person (other
than pursuant to Contracts (1) involving immaterial advances made to an employee of the Company or any of the Company Subsidiaries or
(2) for goods and services, in each case, in the Ordinary Course of Business) or (D) granted a material performance bond, letter of credit
or any other similar instrument, in each case, in excess of $250,000;

 

(ix)            
any Contract with any Governmental Authority;

 

(x)              
any Contract with a Related Party (other than the Plans or Contracts for compensation for services performed by a Related Party
as director, officer, service provider or employee of the Company or any of the Company Subsidiaries and amounts reimbursable for routine
travel and other business expenses in the Ordinary Course of Business);

 

(xi)            
each Contract relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or
otherwise) that contains financial covenants, indemnities or other payment obligations (including “earn-out” or other contingent
payment obligations) that would reasonably be expected to result in the making of payments by the Surviving Corporation and its Subsidiaries
after the Closing Date (other than customary contingent obligations to make indemnification payments to the counterparty for breaches
of representations, warranties and covenants where no claim for indemnification has been asserted or threatened to be asserted);

 

(xii)         
any Contract establishing any joint venture, strategic alliance, partnership or other material collaboration;

 

(xiii)       
any Contract involving any resolution or settlement of any actual or threatened Action under which the Company or any of the Company
Subsidiaries has any ongoing non-monetary obligations (other than customary confidentiality or similar provisions) or monetary obligations
in excess of $250,000;

 

(xiv)        
any Contract which grants any Person a right of first refusal, right of first offer or similar right with respect to any properties,
assets or businesses of the Company or any of the Company Subsidiaries; and

 

(xv)          
any Contract that will be required to be filed with the Registration Statement under applicable SEC requirements or would otherwise
be required to be filed by the Company as an exhibit for a Form S-1 pursuant to Items 601(b)(1), (2), (4), (9) or (10) of Regulation
S-K under the Securities Act as if the Company was the registrant.

 

(b)              
(i) True and complete copies of each Material Contract as of the date hereof have been made available to Parent, (ii) each
Material Contract is a legal, valid and binding obligation of the Company or Company Subsidiary party thereto and is enforceable against
the Company or any Company Subsidiary, as applicable, and, to the knowledge of the Company, is a legal, valid and binding obligation
of each other party to such Material Contract and is enforceable against such other party thereto in accordance with its terms, subject
to the Remedies Exceptions, (iii) none of the Company, the Company Subsidiaries or, to the knowledge of the Company, any other party
to a Material Contract is in material default or material breach of a Material Contract and neither the Company nor any of the Company
Subsidiaries has received any written claim or written notice of any material default or material breach of a Material Contract, (iv) to
the knowledge of the Company, there does not exist any event, condition or omission that would constitute a material default or material
breach (whether by lapse of time or notice or both) under any Material Contract, (v) neither the Company nor any Company Subsidiary
has received any written notice of termination or cancellation with respect to any Material Contract, (vi) to the knowledge of the
Company, there does not exist any circumstance, event, condition or omission that would cause any other party to a Material Contract
to (A) terminate such Material Contract or (B) materially reduce the amount of business it will do with the Company or the
applicable Company Subsidiary under such Material Contract and (vii) no other party to a Material Contract has expressed an intention
in writing or, to the knowledge of the Company, orally to materially reduce the amount of business it will do with the Company or the
applicable Company Subsidiary.

 

SECTION
4.18                   
Insurance.

 

(a)              
Section 4.18(a) of the Company Disclosure Schedule sets forth, with respect to each material insurance policy under
which the Company or any Company Subsidiary is an insured, a named insured or otherwise the principal beneficiary of coverage as of the
date of this Agreement, (i) the names of the insurer, the principal insured and each named insured, (ii) the policy number,
(iii) the period, scope and amount of coverage and (iv) the premium most recently charged. Such insurance policies provide
coverage to the Company and the Company Subsidiaries

 

that,
to the knowledge of the Company, are reasonable and appropriate considering the business of the Company and the Company Subsidiaries
(including the Contracts to which they are bound).

 

(b)              
With respect to each such insurance policy, except as would not or would not reasonably be expected to result in a Company Material
Adverse Effect, (i) such policy is legal, valid, binding and enforceable in accordance with its terms (subject to the Remedies Exceptions)
and, except for policies that have expired under their terms in the Ordinary Course of Business, is in full force and effect; (ii) neither
the Company nor any Company Subsidiary is in breach or default (including any such breach or default with respect to the payment of premiums
or the giving of notice), and no event has occurred which, with notice or the lapse of time, would constitute such a breach or default,
or permit termination or modification, under such policy; (iii) to the knowledge of the Company, no insurer on such policy has been
declared insolvent or placed in receivership, conservatorship or liquidation; (iv) no written or, to the knowledge of the Company, oral
notice of cancellation, termination, non-renewal, disallowance or reduction in coverage has been received (or, to the Company’s
knowledge, threatened), nor has there been any lapse in coverage since the Reference Date; and (v) there are no claims by the Company
nor any of the Company Subsidiaries pending under any such insurance policy as to which coverage has been denied or disputed by the underwriters
of such policies (other than a customary reservation of rights notice that is not material). Neither the Company nor any of the Company
Subsidiaries have any material self-insurance programs.

 

SECTION
4.19                   
Board
Approval; Vote Required
. The Company Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called
and held and not subsequently rescinded or modified in any way, or by unanimous written consent, has duly (a) determined that this
Agreement, the Merger and the other Transactions are fair to and in the best interests of the Company, (b) approved this Agreement,
the Merger and the other Transactions and declared their advisability, and (c) recommended that the stockholders of the Company
approve and adopt this Agreement and approve the Merger and the other Transactions and directed that this Agreement and the Transactions
(including the Merger) be submitted for consideration by the Company’s stockholders. The Requisite Approval (the “Company
Stockholder Approval
”) is the only vote of the holders of any class or series of capital stock or other securities of the Company
necessary to adopt this Agreement and approve the Merger and the other Transactions. The Written Consent, if executed and delivered,
would qualify as the Company Stockholder Approval and no additional approval or vote from any holders of any class or series of capital
stock of the Company would then be necessary to adopt this Agreement and approve the Merger and the other Transactions.

 

SECTION
4.20                   
Certain
Business Practices
.

 

(a)              
Since the Reference Date, none of the Company, any Company Subsidiary, any of their respective directors, officers, or employees
or, to the Company’s knowledge, agents, while acting on behalf of the Company or any Company Subsidiary, has: (i) used any
funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity; (ii) made any unlawful
payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns or violated
any provision of any applicable Anti-Corruption Law; or (iii) otherwise made or authorized any other person to make any payments or

 

transfers
of value which have the purpose or effect of commercial bribery, or acceptance or acquiescence in kickbacks or other unlawful or improper
means of obtaining or retaining business.

 

(b)              
Since the Reference Date, none of the Company, any Company Subsidiary, any of their respective directors, officers, or employees
or, to the Company’s knowledge, agents, while acting on behalf of the Company or any Company Subsidiary, (i) is or has been
a Sanctioned Person; (ii) has transacted business with or for the benefit of any Sanctioned Person or has otherwise violated applicable
Sanctions; (iii) has violated any Ex-Im Laws.

 

(c)               Neither
the Company nor any of the Company Subsidiaries, nor, to the knowledge of the Company, any of the Company’s Affiliates or its
or their respective directors, officers, employees, agents or representatives, while acting on behalf of the Company or any Company
Subsidiary, is, or is owned or controlled by one or more Persons that are: (i) the subject of any Sanctions, or (ii) Sanctioned
Persons.

 

(d)              
The operations of the Company and each of the Company Subsidiaries are and have been conducted at all times since the Reference
Date in material compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy
Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes of jurisdictions where the Company and the
Company Subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines,
issued, administered or enforced by any Governmental Authority (collectively, the “Anti-Money Laundering Laws”).

 

(e)              
There are no, and since the Reference Date, there have not been any, material internal investigations, external investigations
of which the Company has knowledge, audits, actions or proceedings pending, or any voluntary or involuntary disclosures made to a Governmental
Authority, with respect to any apparent or suspected violation by the Company, any Company Subsidiary, or any of their respective officers,
directors, employees, or, to the Company’s knowledge, agents, while acting on behalf of the Company or any Company Subsidiary,
with respect to any Anti-Corruption Laws, Anti-Money Laundering Laws, Sanctions, or Ex-Im Laws.

 

SECTION
4.21                   
Interested
Party Transactions
. Except for employment relationships and the payment of compensation, benefits and expense reimbursements and
advances for routine travel and other business expenses in the Ordinary Course of Business, no (A) Person holding 5% or more of the Company
Common Stock (on an as-converted basis), (B) former or current director or officer of the Company or any of the Company Subsidiaries
or (C) Affiliate or “associate” or any member of the “immediate family” (as such terms are respectively defined
in Rules 12b-2 and 16a-1 of the Securities Exchange Act of 1934), of any Person described in the foregoing clauses (A) or (B),
in each case, other than the Company or any of its Subsidiaries (each a “Related Party”), (1) has or has had, directly
or indirectly: (a) an economic interest in any person that has furnished or sold, or furnishes or sells, services or Products that
the Company or any Company Subsidiary furnishes or sells, or proposes to furnish or sell; (b) an economic interest in any person
that purchases from or sells or furnishes to, the Company or any Company Subsidiary, any goods or services; (c) a beneficial interest
in any Contract or agreement disclosed in Section 4.21 of the

 

Company
Disclosure Schedules; or (d) any contractual or other arrangement with the Company or any Company Subsidiary, (2) provides any services
to, or is owed any money by or owes any money to, the Company or any of the Company Subsidiaries, or (3) directly or indirectly owns,
or otherwise has any right, title or interest in, to or under, any tangible or intangible property, asset, or right that is material
and is, has been, or is currently planned to be used by the Company or any of the Company Subsidiaries in the conduct of their business;
provided, however, that, for purposes of the foregoing clause (1), ownership of no more than five percent (5%) of
the outstanding voting stock of a publicly traded corporation shall not be deemed an “economic interest in any person.” The
Company and the Company Subsidiaries have not, since the Reference Date, (i) extended or maintained credit, arranged for the extension
of credit or renewed an extension of credit in the form of a personal loan to or for any director or executive officer (or equivalent
thereof) of the Company or any Company Subsidiary, or (ii) materially modified any term of any such extension or maintenance of
credit.

 

SECTION
4.22                   
Customers;
Vendors
.

 

(a)              
Section 4.22(a) of the Company Disclosure Schedule sets forth a complete and accurate list of the 10 most significant vendors
of the Company, together with the Company Subsidiaries, as measured by amounts paid by the Company and the Company Subsidiaries for the
12-month period ended September 30, 2021 (the “Top 10 Vendors”), and the amount of consideration paid to such Top
10 Vendors for such period. Since September 30, 2021, no Top 10 Vendor has cancelled, terminated, materially reduced or materially altered
(including any material reduction in the rate or amount of sales or purchases or material increase in the prices charged or paid, as
the case may be) its business relationship with the Company or any of the Company Subsidiaries, and the Company has not received written
or, to the knowledge of the Company, oral notice from any of the Top 10 Vendors stating the intention of such Person to do so.

 

(b)              
Section 4.22(b) of the Company Disclosure Schedule sets forth a complete and accurate list of the most significant customers
of the Company, together with the Company Subsidiaries, as measured by amounts received by the Company and the Company Subsidiaries for
the 12-month period ended September 30, 2021, other than customers that are individuals (the “Top Customers”), and
the amount of consideration received from such Top Customers for such period. Since September 30, 2021, no Top Customer has cancelled,
terminated, materially reduced or materially altered (including any material reduction in the rate or amount of sales or purchases or
material increase in the prices charged or paid, as the case may be) its business relationship with the Company or any of the Company
Subsidiaries, and the Company has not received written or, to the knowledge of the Company, oral notice from any of the Top Customers
stating the intention of such Person to do so.

 

SECTION
4.23                   
Exchange
Act
. Neither the Company nor any Company Subsidiary is currently (nor has either previously been) subject to the requirements of
Section 12 of the Exchange Act.

 

SECTION
4.24                   
Brokers.
Except as set forth on Section 4.24 of the Company Disclosure Schedule, no broker, finder or investment banker is entitled to
any brokerage, finder’s or other fee or commission in connection with the Transactions based upon arrangements made by or on behalf
of the Company, any Company Subsidiary or any of their Affiliates. No brokerage,

 

finder’s
or other fee or commission is payable with respect to the portion of the PIPE Financing Amount provided by the Sponsor or any of its
Affiliates.

 

SECTION
4.25                   
Registration
Statement and Proxy Statement
. On the date the Proxy Statement is first mailed to the Pre-Closing Parent Holders, and at the time
of the Parent Holders’ Meeting, none of the information furnished by or on behalf of the Company in writing specifically for inclusion
in the Registration Statement or Proxy Statement will include any untrue statement of material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding
the foregoing, the Company makes no representations or warranties with respect to any information supplied by or on behalf of Parent
and Merger Sub.

 

SECTION
4.26                   
Exclusivity
of Representations and Warranties
. Except as otherwise expressly provided in this Article IV (as modified by the Company
Disclosure Schedule) and the representations and warranties as may be provided in the Ancillary Agreements, the Company hereby expressly
disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect
to the Company, its Affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of their
respective assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any
other information made available to Parent, its Affiliates or any of their respective Representatives by, or on behalf of, Company, and
any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly
set forth in this Agreement (as modified by the Company Disclosure Schedule), in the Company Officer’s Certificate or as set forth
in any Ancillary Agreement, neither the Company nor any other person on behalf of Company has made or makes, any representation or warranty,
whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Parent, its Affiliates
or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows
or future financial condition (or any component thereof) of the Company or any of its Affiliates (including the reasonableness of the
assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made
available to Parent, its Affiliates or any of their respective Representatives or any other person, and any such representations or warranties
are expressly disclaimed.

 

SECTION
4.27                   
Non-Reliance.
None of Parent, Merger Sub or any of their respective stockholders, Affiliates or Representatives shall have any liability to the Company
or any of its stockholders, Affiliates or Representatives resulting from the use of any information, documents or materials made available
to the Company or any of its Representatives, whether orally or in writing, in any form in expectation of the Transactions. Except as
expressly set forth in this Agreement (as modified by the Parent Disclosure Schedule), in the Parent Officer’s Certificate or as
set forth in any Ancillary Agreement, none of Parent, Merger Sub or any of their respective stockholders, Affiliates or Representatives
is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving Parent
or any of its Affiliates.

 

ARTICLE
V

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

 

Except
as set forth in Parent’s disclosure schedule delivered by Parent to the Company in connection with this Agreement (the “Parent
Disclosure Schedule
”) (subject to Section 10.10) and in Parent SEC Reports (excluding disclosures referred to in “Forward-Looking
Statements,” “Risk Factors” and any other disclosures therein to the extent they are of a predictive or cautionary
nature or related to forward-looking statements, except for any specific factual information contained therein, which shall not be excluded),
Parent hereby represents and warrants to the Company as follows:

 

SECTION
5.01                   
Corporate
Organization
.

 

(a)              
Each of Parent and Merger Sub is a company duly organized, validly existing and in good standing under the Laws of the jurisdiction
of its incorporation or organization and has the requisite corporate or similar power and authority and all necessary governmental approvals
to own, lease and operate its properties and to carry on its business as it is now being conducted.

 

(b)              
Merger Sub is the only subsidiary of Parent. Except for Merger Sub, Parent does not directly or indirectly own any equity or similar
interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation,
partnership, joint venture, business association or other person. There are no outstanding contractual obligations of Parent to make
any investment (in the form of a loan, capital contribution or otherwise) in any person.

 

(c)              
Each of Parent and Merger Sub is duly licensed or qualified as a foreign corporation or other organization to do business, and
is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its
business makes such qualification or licensing necessary, except for such failures to be so licensed or qualified or in good standing
that would not reasonably be expected to have a Parent Material Adverse Effect.

 

SECTION
5.02                   
Governing
Documents
. Each of Parent and Merger Sub has heretofore furnished to the Company complete and correct copies of its certificate of
incorporation, bylaws, memorandum and articles of association or equivalent organizational documents, each certified by the Secretary
of State of the State of Delaware or the Registrar of Companies in the Cayman Islands, as applicable, in each case, which are in full
force and effect. Neither Parent nor Merger Sub is in violation of any of the provisions of the such organizational documents.

 

SECTION
5.03                   
Capitalization.

 

(a)              
The authorized share capital of Parent consists of  (i) 200,000,000 Parent Class A Ordinary Shares, of which 40,250,000
Parent Class A Ordinary Shares are issued and outstanding as of the date hereof, (ii) 20,000,000 Parent Class B Ordinary Shares, of which
10,062,500 Parent Class B Ordinary Shares are issued and outstanding as of the date hereof, and (iii) 1,000,000 preference shares, par
value $0.0001 per share, of which no preference shares are issued and outstanding as of the date hereof. As of the date hereof, there
are issued and outstanding

 

Parent
Warrants in respect of 14,750,000 Parent Class A Ordinary Shares, which will entitle the holders thereof to purchase shares of Newco
Class A Common Stock at an exercise price of $11.50 per share on the terms and conditions set forth in the applicable warrant agreement.
All of the issued and outstanding Parent Ordinary Shares and Parent Warrants (A) have been duly authorized and validly issued and are
fully paid and nonassessable and are not subject to, nor were they issued in violation of, any preemptive rights, rights of first refusal
or similar rights, and (B) are free and clear of all Liens and other restrictions (including any restriction on the right to vote, sell
or otherwise dispose of such shares of capital stock or other equity interests).

 

(b)              
Except for the Parent Warrants, and the Parent Class A Ordinary Shares and the Parent Class B Ordinary Shares set forth in Section
5.03(a)
, there are no shares of capital stock or other equity interests of Parent, or any options, warrants, preemptive rights, calls,
convertible securities or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital
stock of Parent or obligating Parent to issue or sell any shares of capital stock of Parent, issued and outstanding. All Parent Ordinary
Shares subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they
are issuable, will be duly authorized, validly issued, fully paid and non-assessable. Neither Parent nor any Subsidiary of Parent is
a party to, or otherwise bound by, and neither Parent nor any Subsidiary of Parent has granted, any equity appreciation rights, participations,
phantom equity or similar rights. Except for the Sponsor Letter Agreement, Parent is not a party to any voting trusts, voting agreements,
proxies, stockholder agreements or other agreements with respect to the voting or transfer of Parent Ordinary Shares or any of the equity
interests or other securities of Parent or any of its subsidiaries. Other than the Redemption Rights, there are no outstanding contractual
obligations of Parent to repurchase, redeem or otherwise acquire any shares of capital stock or other equity interests of Parent.

 

(c)              
The authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share (the “Merger
Sub Common Stock
”). As of the date hereof, 1,000 shares of Merger Sub Common Stock are issued and outstanding. All outstanding
shares of Merger Sub Common Stock have been duly authorized and validly issued and are fully paid and nonassessable and are not subject
to, nor were they issued in violation of, any preemptive rights, rights of first refusal or similar rights, and are held by Parent free
and clear of all Liens and other restrictions (including any restriction on the right to vote, sell or otherwise dispose of such shares
of capital stock or other equity interests). Merger Sub is wholly-owned by Parent and Merger Sub holds no shares of capital stock or
other equity interests of any person.

 

(d)              
The Newco Common Stock will, upon issuance and delivery at the Closing, (i) be duly authorized and validly issued, and fully paid
and nonassessable, (ii) be issued in compliance with applicable Law, (iii) not be issued in breach or violation of any preemptive rights
or Contract, and (iv) be issued with good and valid title, free and clear of any Liens other than Liens arising out of, under or in connection
with applicable federal, state and local securities Laws and any restrictions set forth in the Newco Certificate of Incorporation or
the Newco Bylaws.

 

SECTION
5.04                   
Authority
Relative to this Agreement
. Each of Parent and Merger Sub have all necessary corporate or similar power and authority to execute
and deliver this Agreement and each Ancillary Agreement to which it is (or is specified to be) a party, to perform its obligations hereunder
and thereunder and to consummate the Transactions. The execution and

 

delivery
of this Agreement and each Ancillary Agreement to which it is (or is specified to be) a party by each of Parent and Merger Sub and the
consummation by each of Parent and Merger Sub of the Transactions, have been duly and validly authorized by all necessary corporate or
similar organizational action, and no other corporate or similar organizational proceedings on the part of Parent or Merger Sub are necessary
to authorize this Agreement or any Ancillary Agreement to which it is a party or to consummate the Transactions (other than (a) 
the Parent Holder Approval and the approval and adoption of this Agreement by Parent, as the sole stockholder of Merger Sub, which approval
and adoption by Parent as the sole stockholder of Merger Sub will occur immediately following the execution of this Agreement by Merger
Sub, and (b) the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement and each Ancillary Agreement
to which Parent or Merger Sub is (or is specified to be) a party has been or will be (upon execution and delivery) duly and validly executed
and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company or any other party thereto,
constitutes a legal, valid and binding obligation of Parent or Merger Sub, enforceable against Parent or Merger Sub in accordance with
its terms, subject to the Remedies Exceptions.

 

SECTION
5.05                   
No
Conflict; Required Filings and Consents
.

 

(a)              
The execution and delivery of this Agreement and each Ancillary Agreement to which Parent or Merger Sub is (or is specified to
be) a party by each of Parent and Merger Sub do not, and, subject to receipt of the filing and recordation of appropriate merger documents
as required by the DGCL, the Parent Holder Approval, the approval and adoption of this Agreement by Parent, as the sole stockholder of
Merger Sub, which approval and adoption by Parent as the sole stockholder of Merger Sub will occur immediately following the execution
of this Agreement by Merger Sub, and evidence of the consents, approvals, authorizations or permits, filings and notifications, expiration
or termination of waiting periods after filings and other actions set forth on Section 5.05(b) of the Parent Disclosure Schedule
or otherwise contemplated by Section 5.05(b) being made, obtained or given, the performance of this Agreement and each Ancillary
Agreement to which Parent or Merger Sub is a party by each of Parent and Merger Sub will not, (i) conflict with or violate certificate
of incorporation, bylaws, memorandum and articles of association or equivalent organizational documents of Parent or Merger Sub, (ii)
conflict with or violate any Law applicable to Parent or Merger Sub or by which any of their property or assets is bound or affected,
(iii)  result in any breach of, or constitute a default (or an event which, with notice or lapse of time or both, would become a
default) under, result in the loss of any right under, or give to others any rights of termination, amendment, acceleration or cancellation
of. or constitute an event which, after notice or lapse of time or both, would reasonably be expected to result in any such violation,
breach or termination, in any case, pursuant to, any material Contract to which Parent or Merger Sub is a party or by which Parent or
Merger Sub or any of their respective properties or assets is bound or affected; or (iv) result in the creation of a Lien on any property
or asset of Parent or Merger Sub, or constitute an event which, with or without notice or lapse of time or both, would result in any
such violation, breach, termination or creation of a Lien or result in a violation or revocation of any required license, permit or approval
of Parent or Merger Sub from any Governmental Authority or other Person, except, with respect to clauses (ii), (iii)
and (iv), for any such conflicts, violations, breaches, defaults or other occurrences which would not reasonably be expected to
be, individually or in the aggregate, material to Parent and Merger Sub, taken as a whole.

 

(b)              
The execution and delivery of this Agreement and each Ancillary Agreement to which it is (or is specified to be) a party by each
of Parent and Merger Sub do not, and the performance of this Agreement and each Ancillary Agreement to which Parent or Merger Sub is
(or is specified to be) a party by each of Parent and Merger Sub will not, require any consent, approval, authorization or permit of,
or filing with or notification to, or expiration or termination of any waiting period by, any Governmental Authority or any other person,
except (i) for applicable requirements, if any, of the Exchange Act, the Securities Act, Blue Sky Laws and state takeover Laws,
the pre-merger notification requirements of the HSR Act, and filing and recordation of appropriate merger documents as required by the
DGCL, (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications,
would not reasonably be expected to have a Parent Material Adverse Effect and (iii) approval for listing the Newco Common Stock issued
pursuant to this Agreement on the NYSE.

 

SECTION
5.06                   
Compliance.

 

(a)              
Each of Parent and Merger Sub, and their respective officers, directors or employees (in their respective capacities as such),
are and have been since their respective dates of formation in compliance in all material respects with all Laws applicable to Parent
or Merger Sub or by which any property or asset of Parent or Merger Sub is bound or affected. Since each of Parent’s and Merger
Sub’s respective date of formation, (i) neither of Parent or Merger Sub has been subjected to, or received any notification from,
any Governmental Authority of a violation of any applicable Law or any investigation by a Governmental Authority for actual or alleged
violation of any applicable Law, (ii) to the knowledge of Parent, no claims have been filed against either of Parent or Merger Sub with
any Governmental Authority alleging any material failure by Parent or Merger Sub to comply with any applicable Law, and (iii) neither
of Parent or Merger Sub has made a voluntary, directed, or involuntary disclosure to any Governmental Authority regarding any alleged
act or omission arising under or relating to any noncompliance with any applicable Law.

 

(b)              
Each of Parent and Merger Sub is in possession of all material franchises, grants, authorizations, licenses, permits, easements,
variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for Parent or Merger Sub
to own, lease and operate its properties or to carry on its business as it is now being conducted.

 

SECTION
5.07                   
SEC
Filings; Financial Statements; Sarbanes-Oxley
.

 

(a)              
Parent has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be
filed by it with the SEC, together with any amendments, restatements or supplements thereto (collectively, the “Parent SEC Reports”).
Parent has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by
Parent with the SEC to all agreements, documents and other instruments that previously had been filed by Parent with the SEC and are
currently in effect. As of their respective dates, the Parent SEC Reports (i) complied in all material respects with the applicable
requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder
(the “Sarbanes-Oxley Act”), and (ii) did not, at the time they were filed, or, if amended, as of the date of
such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein

 

or
necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.
Each director and executive officer of Parent has filed with the SEC on a timely basis all documents required with respect to Parent
by Section 16(a) of the Exchange Act.

 

(b)              
Each of the financial statements (including, in each case, any notes thereto) contained in the Parent SEC Reports was prepared
in accordance with GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods
indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q
of the SEC) and each fairly presents, in all material respects, the financial position, results of operations, changes in stockholders
equity and cash flows of Parent as at the respective dates thereof and for the respective periods indicated therein, (subject, in the
case of unaudited statements, to normal year-end adjustments which would not reasonably be expected to individually or in the aggregate
be material). Parent has no off-balance sheet arrangements that are not disclosed in the Parent SEC Reports. No financial statements
other than those of Parent are required by GAAP to be included in the consolidated financial statements of Parent.

 

(c)              
Except as and to the extent set forth in the Parent SEC Reports, neither Parent nor Merger Sub has any material liability or obligation
of a nature (whether accrued, absolute, contingent or otherwise), except for liabilities and obligations arising in the ordinary course
of Parent’s and Merger Sub’s business consistent with past practice or incurred in connection with the Transactions.

 

(d)              
Parent is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of
NYSE.

 

(e)              
Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act).
Such disclosure controls and procedures are reasonably designed to ensure that material information relating to Parent and other material
information required to be disclosed by Parent in the reports and other documents that it files or furnishes under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material
information is accumulated and communicated to Parent’s principal executive officer and its principal financial officer as appropriate
to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906
of the Sarbanes-Oxley Act.

 

(f)               
Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such
terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act and the listing standards of the NYSE).
Parent’s disclosure controls and procedures are reasonably designed to ensure (i) the reliability of Parent’s financial reporting
and the preparation of financial statements for external purposes in material conformity with GAAP and (ii) that material information
relating to Parent is accumulated and communicated to Parent’s management as appropriate. Since Parent’s formation, there
have been no significant deficiencies or material weakness in Parent’s internal control over financial reporting (whether or not
remediated) and no change in Parent’s control over financial reporting

 

that
has materially affected, or is reasonably likely to materially affect, Parent’s internal control over financial reporting.

 

(g)              
Neither Parent nor any employee or, to the knowledge of Parent, any independent auditor of Parent has identified or been made
aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Parent, (ii) any
fraud, whether or not material, that involves Parent’s management or other employees who have a role in the preparation of financial
statements or the internal accounting controls utilized by Parent or (iii) any claim or allegation regarding any of the foregoing.

 

(h)              
None of the Parent SEC Reports are the subject of ongoing SEC review or outstanding SEC comment. To the knowledge of Parent, none
of the Parent SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof.
To the knowledge of Parent, no notice of any SEC review or investigation of Parent or the Parent SEC Reports has been received by Parent.

 

SECTION
5.08                   
Absence
of Certain Changes or Events
. Since their respective formations through the date of this Agreement, (a) neither of Parent or
Merger Sub has conducted business other than its formation, the public offering of its securities (and the related private offerings),
public reporting and its search for an initial business combination as described in the Prospectus (including the investigation of the
Company and the negotiation and execution of this Agreement) and related activities, (b) there has not been any Parent Material
Adverse Effect, and (c) except as set forth in the Parent SEC Reports filed prior to the date of this Agreement, Parent has not taken
any action that, if taken after the date of this Agreement, would constitute a breach of any of the covenants set forth in Section
6.02
.

 

SECTION
5.09                   
Absence
of Litigation
. There is no Action (other than investigations) or, to the knowledge of Parent, investigations, pending or, to the
knowledge of Parent, threatened against Parent, or any property or asset of Parent, before any Governmental Authority or that challenges
or seeks to prevent or enjoin the Transactions. Neither Parent nor any material property or asset of Parent is subject to any continuing
order of, consent decree, settlement agreement or other similar written agreement with, or, to the knowledge of Parent, continuing investigation
by, any Governmental Authority, or any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority
that would reasonably be expected to be, individually or in the aggregate, material to Parent.

 

SECTION
5.10                   
Board
Approval; Vote Required
.

 

(a)              
The Parent Board, by resolutions duly adopted by majority vote of those voting at a meeting duly called and held and not subsequently
rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are fair to and in the best interests
of Parent and its shareholders, (ii) approved this Agreement and the Transactions and declared their advisability, (iii) determined
that the fair market value of the Company is equal to at least 80% of the Trust Account, as applicable, (iv) approved the transactions
contemplated by this Agreement as a business combination, and (v) resolved to recommend that the shareholders of Parent approve
and adopt this Agreement and the Transactions, and directed that this Agreement

 

and
the Transactions, be submitted for consideration by the shareholders of Parent at the Parent Holders’ Meeting.

 

(b)              
The only vote of the holders of any class or series of capital stock of Parent necessary to enter into this Agreement and to approve
the Transactions is the Parent Holder Approval.

 

(c)              
The Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has
duly (i) determined that this Agreement, the Merger and the other Transactions are fair to and in the best interests of Merger Sub
and its sole stockholder, (ii) approved this Agreement, the Merger and the other Transactions and declared their advisability, and
(iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Merger and the other
Transactions and directed that this Agreement and the Transactions be submitted for consideration by the sole stockholder of Merger Sub.

 

(d)              
The only vote of the holders of any class or series of capital stock of Merger Sub that is necessary to approve this Agreement,
the Merger and the other Transactions is the affirmative vote of the holders of a majority of the outstanding shares of Merger Sub Common
Stock.

 

SECTION
5.11                   
No
Prior Operation of Merger Sub or Parent
.

 

(a)              
Merger Sub was formed solely for the purpose of engaging in the Transactions and has not engaged in any business activities or
conducted any operations or incurred any obligation or liability, other than as contemplated by this Agreement or in connection with
the Transactions, and has no, and at all times prior to the Effective Time except as expressly contemplated by this Agreement, will have
no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation.

 

(b)              
Parent was formed solely for the purpose of effecting a business combination and has not engaged in any business activities or
conducted any operations or incurred any obligation or liability, other than in connection with its formation and funding, including
its initial public offering and the PIPE Financing, and the sourcing and negotiation of a business combination and the execution, delivery
and performance of this Agreement.

 

SECTION
5.12                   
Brokers.
Except as set forth on Section 5.12 of the Parent Disclosure Schedule, no broker, finder or investment banker is entitled to any
brokerage, finder’s or other fee or commission in connection with the Transactions based upon arrangements made by or on behalf
of Parent, Merger Sub or any of their Affiliates. No brokerage, finder’s or other fee or commission is payable with respect to
the portion of the PIPE Financing Amount provided by the Sponsor or any of its Affiliates under any agreement with Parent, the Sponsor
or any Affiliate of the Sponsor.

 

SECTION
5.13                   
Fairness
Opinion
. The Parent Board has received the opinion of Houlihan Lokey Capital, Inc., to the effect that, as of the date of such opinion
based upon and subject to the assumptions, qualifications, limitations and other matters considered in connection with the preparation
of such opinion, the Closing Payment Shares to be issued by Parent in the

 

Transaction
pursuant to this Agreement, is fair, from a financial point of view, to Parent, a copy of which opinion will be made available to the
Company solely for informational purposes.

 

SECTION
5.14                   
Trust
Account
. As of the date of this Agreement, Parent has (and, assuming no holders of Parent Ordinary Shares exercise the Redemption
Rights, will have immediately prior to the Closing) no less than $402,500,000 in the trust fund established by Parent for the benefit
of its Public Shareholders (the “Trust Fund”) maintained in a trust account (the “Trust Account”).
The monies of such Trust Account are invested in United States Government securities or money market funds meeting certain conditions
under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, and held in trust by Continental Stock Transfer
& Trust Company (the “Trustee”) pursuant to the Investment Management Trust Agreement, dated as of March 22, 2021,
between Parent and the Trustee (the “Trust Agreement”). The Trust Agreement has not been terminated, repudiated, rescinded,
amended, supplemented or modified, in any respect, and no such termination, repudiation, rescission, amendment, supplement or modification
is contemplated, and is valid and in full force and effect, is a legal, valid and binding obligation of Parent and the Trustee, and is
enforceable in accordance with its terms, subject to the Remedies Exceptions. Parent has complied in all material respects with the terms
of the Trust Agreement and is not in claimed or actual material breach thereof or material default thereunder and, to the knowledge of
Parent, there does not exist under the Trust Agreement any event which, with the giving of notice or the lapse of time, would constitute
such a material breach or default by Parent or the Trustee. There are no separate Contracts, agreements, side letters or other understandings
(whether written or unwritten, express or implied) with the Trustee or any other person: (i)  that would cause the description of
the Trust Agreement in the Parent SEC Reports to be inaccurate in any material respect; or (ii) that would entitle any person (other
than (x) shareholders of Parent who shall have elected to redeem their shares of Parent Class A Ordinary Shares pursuant to the Parent
Governing Document and (y) any underwriters in connection with Parent’s initial public offering which may be entitled to deferred
underwriting discounts and commissions specified in the Prospectus) to any portion of the proceeds in the Trust Account. Prior to the
Closing, none of the funds held in the Trust Account may be released except: (A) to pay income and franchise Taxes from any interest
income earned in the Trust Account; and (B) upon the exercise of Redemption Rights in accordance with the provisions of the Parent
Governing Document. As of the date hereof, there are no Actions pending or, to the knowledge of Parent, threatened in writing with respect
to the Trust Account. As of the date hereof, assuming the accuracy of the representations and warranties of the Company herein and the
compliance by the Company with its respective obligations hereunder, Parent has no reason to believe that any of the conditions to the
use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Parent at the
Effective Time.

 

SECTION
5.15                   
Employees.
Other than any consultants and advisors engaged in the ordinary course of business, Parent and Merger Sub do not employ, and have not
employed, any employees and have not retained any contractors. Other than reimbursement of any out-of-pocket expenses incurred by Parent’s
officers and directors in connection with activities on Parent’s behalf in an aggregate amount not in excess of the amount of cash
held by Parent outside of the Trust Account (exclusive of the proceeds of the PIPE Financing), Parent has no unsatisfied liability with
respect to any officer or director. Parent and Merger Sub do not maintain, sponsor, contribute to or otherwise have any liability, and
have never maintained, sponsored, contributed to or otherwise had any liability, under any Employee Benefit Plan. Neither the execution
and delivery of this

 

Agreement
or the other Ancillary Agreements nor the consummation of the Transactions will: (a) result in any payment (including severance, unemployment
compensation, golden parachute, bonus or otherwise) becoming due to any director, officer or employee of Parent; or (b) result in the
acceleration of the time of payment or vesting of any such benefits. The Transactions shall not be the direct or indirect cause of any
amount paid or payable by the Parent or the Merger Sub being classified as an “excess parachute payment” under Section 280G
of the Code.

 

SECTION
5.16                   
Taxes.

 

(a)              
Parent and Merger Sub (i) have duly filed all income and other material Tax Returns they are required to have filed as of the
date hereof (taking into account any extension of time within which to file) and all such filed Tax Returns are complete and accurate
in all material respects; (ii) have paid all Taxes that are shown as due on such filed Tax Returns and any other material Taxes that
they are required to have paid as of the date hereof; (iii) with respect to all income and other material Tax Returns filed by or with
respect to them, have not waived any statute of limitations with respect to Taxes or agreed to any extension of time with respect to
a Tax assessment or deficiency (other than pursuant to customary extensions of the due date for filing a Tax Return obtained in the Ordinary
Course of Business); (iv) do not have any material deficiency, assessment, claim, audit, examination, investigation, litigation or other
proceeding in respect of Taxes or Tax matters pending or asserted, proposed or threatened in writing, for a Tax period which the statute
of limitations for assessments remains open; and (v) have provided adequate reserves in accordance with GAAP in the most recent consolidated
financial statements of Parent, for any material Taxes of Parent as of the date of such financial statements that have not been paid.

 

(b)              
Neither Parent nor Merger Sub is a party to, is bound by or has an obligation under any Tax sharing agreement, Tax indemnification
agreement, Tax allocation agreement or similar Contract or arrangement (including any agreement, Contract or arrangement providing for
the sharing or ceding of Tax credits or Tax losses) or has a liability or obligation to any person as a result of or pursuant to any
such agreement, Contract, arrangement or commitment, in each case other than an agreement, Contract, arrangement or commitment the primary
purpose of which does not relate to Taxes.

 

(c)              
None of Parent or Merger Sub will be required to include any material item of income in, or exclude any material item of deduction
from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method
of accounting made prior to the Closing under Code Section 481(c) (or any corresponding or similar provision of state, local or
non-U.S. income Tax Law); (ii) “closing agreement” as described in Code Section 7121 (or any corresponding or similar
provision of state, local or non-U.S. income Tax Law) executed prior to the Closing; (iii) installment sale or open transaction
disposition made prior to the Closing; or (iv) prepaid amount or deferred revenue received prior to the Closing outside the Ordinary
Course of Business.

 

(d)              
Each of Parent and Merger Sub has withheld and paid to the appropriate Tax authority all material Taxes required to have been
withheld and paid in connection with amounts paid or owing to any current or former employee, independent contractor, creditor, stockholder
or other third party and, to Parent’s knowledge, has complied in all material respects with all applicable Laws relating to the
reporting and withholding of Taxes.

 

(e)              
Neither Parent nor Merger Sub has been a member of an affiliated group filing a consolidated, combined or unitary U.S. federal,
state, local or non-U.S. income Tax Return (other than a group of which the Parent or Merger Sub was the common parent and which consists
only of Parent and Merger Sub).

 

(f)               
Neither Parent nor Merger Sub has any material liability for the Taxes of any person (other than Parent and Merger Sub) under
Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or non-U.S. Law), or as a transferee or successor
by Contract or otherwise (other than a Contract the primary purpose of which does not relate to Taxes).

 

(g)              
Neither Parent nor Merger Sub has any request for a closing agreement, private letter ruling, or similar ruling in respect of
Taxes pending between Parent or Merger Sub, on the one hand, and any Tax authority, on the other hand.

 

(h)              
Neither Parent nor Merger Sub has in the last two (2) years distributed stock of another person, or has had its stock distributed
by another person, in a transaction that was purported or intended to be governed in whole or in part by Section 355 or Section 361
of the Code.

 

(i)                
Neither Parent nor Merger Sub has engaged in or entered into a “listed transaction” within the meaning of Treasury
Regulation Section 1.6011-4(b)(2).

 

(j)                
Neither the IRS nor any other U.S. or non-U.S. taxing authority or agency has asserted in writing against Parent or Merger
Sub any deficiency or claim for any Taxes or interest thereon or penalties in connection therewith, which such assertion has not been
resolved.

 

(k)              
There is no material property or obligation of Parent including uncashed checks to vendors, customers or employees or other service
providers, non-refunded overpayments or unclaimed subscription balances, that is escheatable to any state or municipality under any applicable
escheatment or unclaimed property laws, as of the date hereof or that would reasonably be expected at any time after the date hereof
to become escheatable to any state or municipality under any applicable escheatment or unclaimed property laws.

 

(l)                
There are no Tax Liens upon any assets of Parent or Merger Sub except for Permitted Liens.

 

(m)            
Neither Parent nor Merger Sub has received written notice from a non-United States Tax authority that it has a permanent establishment
(within the meaning of an applicable Tax treaty) or otherwise has an office or fixed place of business in a country other than the country
in which it is organized.

 

(n)              
Neither Parent nor Merger Sub has received written notice of any claim from a Tax authority in a jurisdiction in which Parent
or Merger Sub does not file Tax Returns stating that Parent or Merger Sub is or may be subject to Tax in such jurisdiction.

 

(o)              
For U.S. federal income tax purposes, each of Parent and Merger Sub is, and has been since its formation, respectively, classified
as a corporation.

 

(p)              
Parent and Merger Sub, after consultation with their tax advisors, are not aware of the existence of any fact, or any action it
has taken (or failed to take) or agreed to take, that would reasonably be expected to prevent or impede the Merger from qualifying for
the Intended Tax Treatment.

 

SECTION
5.17                   
Registration
and Listing
. The issued and outstanding Parent Units, Parent Class A Ordinary Shares and Parent Common Warrants are registered pursuant
to Section 12(b) of the Exchange Act and are listed for trading on the NYSE under the symbols “VGII.U,” “VGII”
and “VGII.WS,” respectively. As of the date hereof, there is no Action pending, or to the knowledge of Parent, threatened
against Parent by the NYSE or the SEC with respect to any intention by such entity to deregister any Parent Units, Parent Class A Ordinary
Shares or Parent Common Warrants or prohibit or terminate the listing of any Parent Units, Parent Class A Ordinary Shares or Parent Common
Warrants on the NYSE, and none of Parent or any of its Affiliates has taken any action in an attempt to terminate the registration of
the Parent Units, Parent Class A Ordinary Shares or the Parent Common Warrants under the Exchange Act.

 

SECTION
5.18                   
Contracts.
Other than this Agreement, the Ancillary Agreements or any Contracts that are exhibits to the Parent SEC Reports, there are no Contracts
to which either of Parent or Merger Sub is a party or by which either of Parent’s or Merger Sub’s properties or assets may
be bound, subject or affected, that (a) creates or imposes a liability greater than $50,000, (b) may not be cancelled by Parent or Merger
Sub on less than sixty (60) days’ prior notice without payment of a material penalty or termination fee or (c) prohibits, prevents,
restricts or impairs in any material respect any business practice of Parent or Merger Sub as its business is currently conducted, any
acquisition of material property by Parent or Merger Sub, or restricts in any material respect the ability of Parent or Merger Sub from
engaging in business as currently conducted by it or from competing with any other person (each such Contract, a “Parent Material
Contract
”). All Parent Material Contracts have been made available to the Company.

 

SECTION
5.19                   
Properties.
Parent does not own, license or otherwise have any right, title or interest in any material Intellectual Property rights (other than
trademarks). Parent does not own, or otherwise have an interest in, any real property, including under any real property lease, sublease,
space sharing, license or other occupancy agreement.

 

SECTION
5.20                   
Affiliate
Transactions
. Except for equity ownership or employment relationships (including any employment or similar Contract) expressly contemplated
by this Agreement, any non-disclosure or confidentiality Contract, any Ancillary Agreement or any Contract that is an exhibit to the
Parent SEC Reports or described therein (including any working capital loans made by Sponsor to Parent), (a) there are no transactions
or Contracts, or series of related transactions or Contracts, between Parent, on the one hand, and any related party of Parent, Sponsor,
any beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of 5% or more of the Parent Ordinary Shares or, to the knowledge
of Parent, any of their respective “associates” or “immediate family” members (as such terms are defined in Rule
12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, nor is any indebtedness (whether or not contingent) for borrowed money,
or indebtedness evidenced by any note, bond, debenture, mortgage or other debt instrument or debt security or similar instrument owed
by or to Parent, on the one hand, to or by Sponsor or any such related party, beneficial owner, associate or immediate family member,
and (b) none of the officers or directors (or members of a similar governing body) of Parent, Sponsor,

 

any
beneficial owner of 5% or more of the Parent Ordinary Shares or, to the knowledge of Parent, their respective “associates”
or “immediate family members” owns directly or indirectly in whole or in part, or has any other material interest in, (i)
any material tangible or real property that Parent uses, owns or leases (other than through any equity securities of Parent) or (ii)
any customer, vendor or other material business relation of Parent or Sponsor.

 

SECTION
5.21                   
PIPE
Financing
.

 

(a)              
Parent has delivered to the Company true, correct and complete copies of each of the Subscription Agreements entered into by Parent
with the applicable PIPE Investors named therein, pursuant to which the PIPE Investors have committed to provide the PIPE Financing.
To the knowledge of Parent (except as it relates to any PIPE Investor affiliated with the Sponsor), with respect to each PIPE Investor,
each Subscription Agreement with such PIPE Investors is in full force and effect and has not been withdrawn or terminated, or otherwise
amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by Parent. Each Subscription
Agreement is a legal, valid and binding obligation of Parent and, to the knowledge of Parent (except as relates to any PIPE Investor
affiliated with the Sponsor), each PIPE Investor that is party thereto, and none of the execution, delivery or performance of obligations
under such Subscription Agreement by Parent or, to the knowledge of Parent (except as relates to any PIPE Investor affiliated with the
Sponsor), such PIPE Investor, violates any applicable Laws. There are no other agreements, side letters, or arrangements between Parent
and any PIPE Investor relating to any Subscription Agreement that could affect the obligation of such PIPE Investors to contribute to
Parent the applicable portion of the PIPE Financing Amount set forth in the Subscription Agreement of such PIPE Investors, and, as of
the date hereof, Parent does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions
set forth in any Subscription Agreement not being satisfied, or the PIPE Financing Amount not being available to Parent, on the Closing
Date. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of
Parent under any material term or condition of any PIPE Subscription Agreement and, as of the date hereof, Parent has no reason to believe
that it will be unable to satisfy in all material respects on a timely basis any term or condition of closing to be satisfied by it contained
in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent (other than the conditions contained
in the other agreements related to the transactions contemplated herein) to the obligations of the PIPE Investors to contribute to Parent
the applicable portion of the PIPE Financing Amount set forth in the Subscription Agreements on the terms therein.

 

(b)              
No fees, consideration or other discounts are payable or have been agreed by Parent or any of its Subsidiaries (including, from
and after the Closing, the Surviving Corporation and its Subsidiaries) to any PIPE Investor in respect of its portion of the PIPE Financing
Amount, except as set forth in the Subscription Agreements.

 

SECTION
5.22                   
Certain
Business Practices; Anti-Corruption
.

 

(a)              
Each of Parent and Merger Sub, and to the knowledge of Parent each of their respective officers, directors, employees, agents,
other Representatives or other persons

 

acting
on their behalf, have complied with and are in compliance in all material respects with Anti-Corruption Laws.

 

(b)              
Neither Parent nor Merger Sub, nor to the knowledge of Parent any of the their respective officers, directors, employees, agents,
other Representatives or other persons acting on their behalf, (i) has offered, promised, given or authorized the giving of money or
anything else of value, whether directly or through another person or entity, to (A) any government official or Governmental Authority
or (B) any other person with the knowledge that all or any portion of the money or thing of value will be offered or given to a government
official or Governmental Authority, in each of the foregoing clauses (A) and (B) for the purpose of influencing any action
or decision of the government official or Governmental Authority in his, her or its official capacity, including a decision to fail to
perform his, her or its official duties, inducing the Governmental Authority to use his, her or its influence with any government official
or Governmental Authority to affect or influence any official act, or otherwise obtaining an improper advantage; or (ii) has or will
make or authorize any other person to make any payments or transfers of value which have the purpose or effect of commercial bribery,
or acceptance or acquiescence in kickbacks or other unlawful or improper means of obtaining or retaining business. For purposes of the
foregoing clauses (A) and (B), a person shall be deemed to have “knowledge” with respect to conduct, circumstances
or results if such person is aware of (1) the existence of or (2) a high probability of the existence of such conduct, circumstances
or results.

 

(c)              
Neither Parent nor Merger Sub, nor to the knowledge of Parent any of their respective Affiliates or any of their respective directors,
officers, employees, agents or other Representatives, is, or is owned or controlled by one or more persons that are: (i) the subject
of any Sanctions or (ii) located, organized or resident in a country or territory that is the subject of Sanctions (including, without
limitation, Crimea, Cuba, Iran, North Korea, and Syria) or has conducted business with any person or entity or any of its respective
officers, directors, employees, agents, other Representatives or other persons acting on its behalf that is located, organized or resident
in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea, and Syria).

 

(d)              
The operations of Parent and Merger Sub are and have been conducted at all times in material compliance with all Anti-Money Laundering
Laws.

 

SECTION
5.23                   
Information
Supplied
. On the date of any filing pursuant to Rule 424(b), the date the Proxy Statement is first mailed to the Pre-Closing Parent
Holders, and at the time of the Parent Holders’ Meeting, none of the information furnished by or on behalf of Parent or Merger
Sub in writing specifically for inclusion in the Registration Statement or Proxy Statement (together with any amendments or supplements
thereto) will include any untrue statement of material fact or omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, Parent and Merger
Sub make no representations or warranties with respect to any information supplied by or on behalf of the Company.

 

SECTION
5.24                   
Parent’s
and Merger Sub’s Investigation and Reliance
. Each of Parent and Merger Sub has made its own independent investigation, review
and analysis regarding the Company and any Company Subsidiary and the Transactions, which investigation, review and

 

analysis
were conducted by Parent and Merger Sub together with advisors, including legal counsel, that they have engaged for such purpose. Parent
and Merger Sub and their Representatives have been provided with adequate access to the Representatives, properties, offices, plants
and other facilities, books and records of the Company and any Company Subsidiary and other information that they have requested in connection
with their investigation of the Company and the Company Subsidiaries and the Transactions. Neither Parent nor Merger Sub is relying on
any statement, representation or warranty, oral or written, express or implied, made by the Company or any Company Subsidiary or any
of their respective Representatives, except as expressly set forth in Article IV (as modified by the Company Disclosure Schedule)
or in the Ancillary Agreements. Neither the Company nor any of its respective stockholders, Affiliates or Representatives shall have
any liability to Parent and Merger Sub or any of their respective stockholders, Affiliates or Representatives resulting from the use
of any information, documents or materials made available to Parent or Merger Sub or any of their Representatives, whether orally or
in writing, in any confidential information memoranda, “data rooms,” management presentations, due diligence discussions
or in any other form in expectation of the Transactions. Neither the Company nor any of its stockholders, Affiliates or Representatives
is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the
Company or any Company Subsidiary.

 

SECTION
5.25                   
Exclusivity
of Representations and Warranties
. Except as otherwise expressly provided in this Article V (as modified by the Parent
Disclosure Schedule) and the representations and warranties as may be provided in the Ancillary Agreements, each of Parent and Merger
Sub hereby expressly disclaims and negates, any other express or implied representation or warranty whatsoever (whether at Law or in
equity) with respect to Parent, its Affiliates, and any matter relating to any of them, including their affairs, the condition, value
or quality of their respective assets, liabilities, financial condition or results of operations, or with respect to the accuracy or
completeness of any other information made available to the Company, its Affiliates or any of their respective Representatives by,
or on behalf of, Parent or Merger Sub, and any such representations or warranties are expressly disclaimed. Without limiting the generality
of the foregoing, except as expressly set forth in this Agreement (as modified by the Parent Disclosure Schedule), in the Parent Officer’s
Certificate or as set forth in any Ancillary Agreement, none of Parent, Merger Sub or any other person on their behalf has made or makes,
any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available
to the Company, its Affiliates or any of their respective Representatives of future revenues, future results of operations (or any component
thereof), future cash flows or future financial condition (or any component thereof) of Parent or any of its Affiliates (including the
reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any
other information made available to the Company, its Affiliates or any of their respective Representatives or any other person, and any
such representations or warranties are expressly disclaimed.

 

ARTICLE
VI

CONDUCT OF BUSINESS PENDING THE MERGER

 

SECTION
6.01                   
Conduct
of Business by the Company Pending the Merger
.

 

(a)              
The Company agrees that, between the date of this Agreement and the Effective Time or the earlier termination of this Agreement,
except as (i) expressly contemplated by any other provision of this Agreement or any Ancillary Agreement, (ii) as set forth
in Section 6.01(a) of the Company Disclosure Schedule, (iii) as required by applicable Law (including as may be compelled
by any Governmental Authority) or (iv) for any COVID-19 Response, unless Parent shall otherwise consent in writing (which consent shall
not be unreasonably conditioned, withheld or delayed), the Company shall, and shall cause the Company Subsidiaries to, use commercially
reasonable efforts to conduct their business in the Ordinary Course of Business and shall use its reasonable best efforts to preserve
substantially intact the business organization of the Company and the Company Subsidiaries, to keep available the services of the current
officers and key employees of the Company and the Company Subsidiaries and to preserve the current relationships of the Company and the
Company Subsidiaries with customers, suppliers and other persons with which the Company or any Company Subsidiary has significant business
relations.

 

(b)              
By way of amplification and not limitation, except as (A) expressly contemplated by any other provision of this Agreement
or any Ancillary Agreement, (B) as set forth in Section 6.01(b) of the Company Disclosure Schedule, (C) as required
by applicable Law (including as may be requested or compelled by any Governmental Authority) or (D) for any COVID-19 Response, the Company
shall not, and shall cause each Company Subsidiary not to, between the date of this Agreement and the Effective Time or the earlier termination
of this Agreement, directly or indirectly, do any of the following without the prior written consent of Parent (which consent shall not
be unreasonably conditioned, withheld or delayed):

 

(i)                
amend or otherwise change its certificate of incorporation or bylaws or equivalent organizational documents;

 

(ii)             
issue, sell, pledge, dispose of, grant or encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance
of, any shares of any class of capital stock of the Company or any Company Subsidiary, or any options, warrants, restricted share units,
convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest (including
any phantom interest), of the Company or any Company Subsidiary, other than (A) issuances of Company Warrants in connection with drawdowns
in the Ordinary Course of Business pursuant to the Credit Agreement, (B) issuances of Company Securities or other equity securities in
connection with acquisitions by the Company or any Company Subsidiary of any corporation, partnership, other business organization or
any division or assets thereof in the Ordinary Course of Business, (C) issuances or grants made under the Company Equity Incentive Plan,
(D) the exercise or settlement of any Company Options or Company Warrants or (E) the conversion of any shares of capital stock in accordance
with their terms;

 

(iii)           
sell, lease, license, sublicense, exchange, mortgage, pledge, create any Liens (other than Permitted Liens or Liens created in
connection with indebtedness incurred in compliance with Section 6.01(b)(vii) below) on, transfer or otherwise dispose of any
material tangible assets of the Company or any Company Subsidiary outside of the Ordinary Course of Business;

 

(iv)            
declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect
to any of its capital stock, except dividends and distributions by a wholly-owned Company Subsidiary to the Company or another wholly-owned
Company Subsidiary;

 

(v)              
reclassify, combine, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any of its capital
stock, other than (A) redemptions of equity securities from former employees upon the terms set forth in the underlying agreements governing
such equity securities, (B) the withholding of equity securities to satisfy the exercise price or the applicable Tax withholding requirements
upon the exercise or vesting of any equity-based compensation award or (C) transactions between the Company and any wholly-owned Company
Subsidiary or between wholly-owned Company Subsidiaries;

 

(vi)            
(A) acquire any equity interest or other interest in any other entity or enter into a joint venture or business association with
any other entity or (B) acquire (including by merger, consolidation, or acquisition of stock or substantially all of the assets or any
other business combination) any corporation, partnership, other business organization or any division thereof, in each case, if such
acquisition exceeds $10,000,000;

 

(vii)         
(A) other than drawdowns under the Credit Agreement in the Ordinary Course of Business, incur or assume any indebtedness
for borrowed money or indebtedness evidenced by any note, bond, debenture, mortgage or other debt instrument or debt security or similar
instrument in excess of $18,000,000 in the aggregate, (B) cancel or forgive any material debts or other material amounts owed to
the Company or any Company Subsidiary other than in the Ordinary Course of Business or (C) make any loans, advances to, or guarantees
for the benefit of, any person other than any wholly-owned Company Subsidiary, except for loans and advances to customers, suppliers
or vendors in the Ordinary Course of Business;

 

(viii)       
merge or consolidate itself with any person or authorize, recommend, propose or announce an intention to adopt, or otherwise effect,
a plan of complete or partial liquidation, dissolution, restructuring, recapitalization, reorganization or similar transaction involving
the Company or any Company Subsidiary (other than the Merger);

 

(ix)            
hire, terminate (other than for cause) or change the material compensation terms of any officer of the Company or any Company
Subsidiary who will become subject to Section 16 of the Exchange Act as a result of the transactions contemplated by this Agreement;

 

(x)              
change any of the Company’s or any Company Subsidiary’s accounting methods, policies or procedures, other than reasonable
and usual amendments in the Ordinary Course of Business as required by GAAP or applicable Law or to obtain compliance with the auditing
standards of the Public Company Accounting Oversight Board and any division or subdivision thereof;

 

(xi)            
(A) make or change any material Tax election, (B) adopt or change any material Tax accounting method, (C) settle or compromise
any material Tax liability, (D) enter into any closing agreement within the meaning of Section 7121 of the Code (or any corresponding
or similar provision of state, local or foreign Tax Law), (E) file any amended material Tax Return, (F) consent to any extension or waiver
of the statute of limitations regarding any material amount of Taxes, or (G) settle or consent to any claim or assessment relating to
any material amount of Taxes;

 

(xii)         
(A) commence, waive, release, assign, settle, satisfy or compromise any pending or threatened Action, other than waivers, releases,
assignments, settlements or compromises that are solely monetary in nature and do not involve an admission of wrongdoing, do not result
in any material restriction on the Company or any Company Subsidiary and do not exceed $10,000,000 individually or in the aggregate or
(B) other than in the Ordinary Course of Business, waive, release or assign any claims or rights of the Company or any Company Subsidiary;

 

(xiii)       
other than in the Ordinary Course of Business (including, in the case of clause (B), upon any expiration of the term of
any Material Contract or as needed to continue conducting the business of the Company in the Ordinary Course of Business), (A) modify,
voluntarily terminate, permit to lapse, waive, or fail to enforce any material right or remedy under any Material Contract, (B) materially
amend, extend or renew any Material Contract, or (C) enter into any Material Contract;

 

(xiv)        
except for non-exclusive licenses granted in the Ordinary Course of Business, assign, transfer or dispose of, license, abandon,
sell, lease, sublicense, modify, terminate, permit to lapse, create or incur any Lien (other than a Permitted Lien or Liens incurred
in connection with indebtedness incurred in compliance with Section 6.01(b)(vii) above) on, or otherwise fail to take any action
necessary to maintain, enforce or protect any material Company Owned IP or Company Licensed IP;

 

(xv)          
permit any insurance policies listed in Section 4.18 of the Company Disclosure Schedule to be canceled or terminated in
a manner that would be adverse or detrimental to the Company or its business, other than if, in connection with such cancellation or
termination, a replacement policy having comparable deductions and providing coverage substantially similar to the coverage under the
lapsed policy for substantially similar premiums or less is in full force and effect;

 

(xvi)        
make any commitments for capital expenditures that would reasonably be expected to require payments during fiscal years 2021 or
2022 in excess of $10,000,000 in the aggregate;

 

(xvii)     
fail to maintain or timely obtain any Company Permit that is material to the ongoing operations of the Company or any Company
Subsidiary; or

 

(xviii)   
enter into any binding formal or informal agreement or otherwise make a binding commitment to do any of the foregoing.

 

Nothing herein
shall require the Company to obtain consent from Parent to do any of the foregoing if obtaining such consent would reasonably be expected
to violate applicable Law, and nothing contained in this Section 6.01 shall give to Parent, directly or indirectly, the right
to control or direct the Ordinary Course of Business operations of the Company or any of the Company Subsidiaries prior to the Closing
Date. Prior to the Closing Date, each of Parent and the Company shall exercise, consistent with the terms and conditions hereof, complete
control and supervision of its respective operations.

 

SECTION
6.02                   
Conduct
of Business by Parent and Merger Sub Pending the Merger
.

 

(a)              
Except as expressly contemplated by any other provision of this Agreement or any Ancillary Agreement (including entering into
various Subscription Agreements and consummating the PIPE Financing), as set forth on Section 6.02(a) of the Parent Disclosure
Schedule or as required by applicable Law (including as may be requested or compelled by any Governmental Authority), Parent agrees that
from the date of this Agreement until the earlier of the termination of this Agreement and the Effective Time, unless the Company shall
otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), (A) the businesses of Parent
and Merger Sub shall be conducted in the ordinary course of business and in a manner consistent with past practice and (B) neither Parent
nor Merger Sub shall:

 

(i)                
amend or otherwise change (A) the Parent Governing Document or equivalent organizational documents or (B) the Trust Agreement
or any other agreement related to the Trust Agreement;

 

(ii)             
declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect
to any of its capital stock, other than redemptions from the Trust Fund that are required pursuant to the Parent Governing Document;

 

(iii)           
reclassify, combine, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any of the Parent Class
A Ordinary Shares, Parent Class B Ordinary Shares or Parent Warrants other than (A) any redemption from the Trust Fund that is required
pursuant to the Parent Governing Document or (B) as otherwise required by the Parent Governing Document in order to consummate the Transactions;

 

(iv)            
issue, sell, pledge, dispose of, grant or encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance
of, any shares of any class of capital stock or other securities of Parent or Merger Sub, or any options, warrants, convertible securities
or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest (including any phantom interest),
of Parent or Merger Sub other than in connection with the exercise of any Parent Warrants outstanding on the date hereof;

 

(v)              
(A) acquire any equity interest or other interest in any other entity or enter into a joint venture, partnership, alliance or
business association with any other entity or (B) acquire (including by merger, consolidation, or acquisition of stock or assets

 

or
any other business combination) any corporation, partnership, other business organization;

 

(vi)            
other than working capital loans from Sponsor to fund operating expenses, incur or assume any indebtedness for borrowed money
or guarantee any such indebtedness of another person or persons, issue or sell any debt securities or options, warrants, calls or other
rights to acquire any debt securities of Parent, as applicable, enter into any “keep well” or other agreement to maintain
any financial statement condition or enter into any arrangement having the economic effect of any of the foregoing;

 

(vii)         
make any change in any method of financial accounting or financial accounting principles, policies, procedures or practices, except
as required by a concurrent amendment in GAAP or applicable Law;

 

(viii)       
(A) make or change any material Tax election, (B) adopt or change any material Tax accounting method, (C) settle or compromise
any material Tax liability, (D) enter into any closing agreement within the meaning of Section 7121 of the Code (or any corresponding
or similar provision of state, local or foreign Tax Law), (E) file any amended material Tax Return, (F) consent to any extension or waiver
of the statute of limitations regarding any material amount of Taxes, or (G) settle or consent to any claim or assessment relating to
any material amount of Taxes;

 

(ix)            
merge or consolidate itself with any person or authorize, recommend, propose or announce an intention to adopt, or otherwise effect,
a plan of complete or partial liquidation, dissolution, restructuring, recapitalization, reorganization or similar transaction involving
any the Company or any Company Subsidiary (other than the Merger);

 

(x)              
(A) enter into any material Contract or, other than in the ordinary course of business, (1) modify, voluntarily terminate, permit
to lapse, waive, or fail to enforce any material right or remedy under any material Contract or (2) materially amend, extend or renew
any material Contract, or (B) amend, modify, terminate, supplement or waive any of the conditions or contingencies to funding set forth
in the Subscription Agreements or any other provision of, or remedies under, the Subscription Agreements, other than to reflect any permitted
assignments or transfers of the Subscription Agreements by the applicable PIPE Investors pursuant to the Subscription Agreements;

 

(xi)            
hire any employees or adopt any benefit plans;

 

(xii)         
make any loans, advances or capital contributions to, or investments in, any other person;

 

(xiii)       
(A) waive, release, assign, settle or compromise any Action, other than waivers, releases, assignments, settlements or compromises
that are solely monetary in nature and do not involve an admission of wrongdoing, do not result in any material restriction on Parent
or Newco, as applicable, or the Surviving Corporation and do not exceed $50,000 individually or in the aggregate or (B) waive, release
or assign any claims or rights of Parent or Merger Sub;

 

(xiv)        
sell, lease, license, sublicense, exchange, mortgage, pledge, create any Liens (other than Permitted Liens) on, transfer or otherwise
dispose of any material tangible or intangible assets of Parent or Merger Sub;

 

(xv)          
change any of Parent’s or Merger Sub’s accounting policies or procedures, other than as required by GAAP or applicable
Law;

 

(xvi)        
pay or make any commitments for capital expenditures; or

 

(xvii)     
enter into any binding formal or informal agreement or otherwise make a binding commitment to do any of the foregoing.

 

(b)              
Nothing in this Section 6.02 shall give to the Company, directly or indirectly, the right to control or direct the ordinary
course of business operations of Parent prior to the Closing Date. Prior to the Closing Date, each of Parent and the Company shall exercise,
consistent with the terms and conditions hereof, complete control and supervision of its respective operations, as required by Law.

 

SECTION
6.03                   
Claims
Against Trust Account
. Reference is made to the final prospectus of Parent, dated as of March 22, 2021 and filed with the SEC (File
Nos. 333-253097 and 333-254598) on March 24, 2021 (the “Prospectus”). The Company hereby represents and warrants that
it has read the Prospectus and understands that Parent has established the Trust Account containing the proceeds of its initial public
offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements
occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Parent’s public
shareholders (including overallotment shares acquired by Parent’s underwriters the “Public Shareholders”), and
that, except as otherwise described in the Prospectus, Parent may disburse monies from the Trust Account only for the express purposes
set forth in the Prospectus. For and in consideration of Parent entering into this Agreement, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the Company hereby agrees that, notwithstanding anything to the contrary
in this Agreement, the Company does not now nor shall at any time hereafter have any right, title, interest or claim of any kind in or
to any monies in the Trust Account or distributions therefrom, or any claim against the Trust Account (including any distributions therefrom),
as a result of, in connection with or relating in any way to, this Agreement and any negotiations, Contracts or agreements between Parent
or its Representatives, on the one hand, and the Company or its Representatives, on the other hand, regardless of whether such claim
arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter
as the “Released Claims”). The Company hereby irrevocably waives any Released Claims that the Company may have against
the Trust Account (including any distributions therefrom) now or in the future and will not seek recourse against the Trust Account (including
any distributions therefrom) with respect to any Released Claims (including for an alleged breach of this Agreement or any other agreement
with Parent or its Affiliates); provided, however, that the foregoing waiver will not limit or prohibit the Company from
pursuing a claim against Parent, Merger Sub or any other person (a) for legal relief against monies or other assets of Parent (or any
successor entity) or Merger Sub held outside of the Trust Account or for specific performance or other equitable relief in connection
with the Transactions or (b) for damages for breach of this Agreement against Parent (or any successor

 

entity)
or Merger Sub, including claims against any funds distributed from the Trust Account to Parent or any successor entity thereof after
the completion of Parent’s Business Combination (as defined in the Prospectus) (but such claim shall not be against the Trust Account
or any funds distributed from the Trust Account to holders of Parent Ordinary Shares in accordance with the Parent Governing Document
and the Trust Agreement).

 

ARTICLE
VII

ADDITIONAL AGREEMENTS

 

SECTION
7.01                   
Proxy
Statement; Registration Statement
.

 

(a)              
As promptly as practicable after the execution of this Agreement, (i) Parent (with the assistance and cooperation of the
Company as reasonably requested by Parent) shall prepare and file with the SEC a joint information statement/proxy statement (as amended
or supplemented, the “Proxy Statement”) to be sent to the Pre-Closing Parent Holders and to the stockholders of the
Company (A) as an information statement relating, with respect to the Company’s stockholders, to the action to be taken by
stockholders of the Company pursuant to the Written Consent or by vote at a Company Stockholders Meeting and (B) as a proxy statement,
with respect to the Pre-Closing Parent Holders, in which Parent shall solicit proxies from Pre-Closing Parent Holders to vote at the
extraordinary general meeting of all holders of Parent Ordinary Shares called for the purpose of voting on the following matters (the
Parent Holders’ Meeting”) in favor of (1) the approval and adoption of this Agreement and the Transactions,
including the Merger, (2) the Domestication, (3) in connection with the Domestication, the amendment of the Parent Governing Document
and approval of the Newco Certificate of Incorporation and Newco Bylaws, (4) the issuance of Newco Common Stock as contemplated
by this Agreement and the Subscription Agreements, (5) the approval and adoption of an equity incentive plan, substantially in the form
attached as Exhibit D hereto, that provides for the grant of awards to employees and other service providers of the Surviving
Corporation and its Subsidiaries in the form of options, restricted shares, restricted share units and/or other equity-based awards based
on Newco Class A Common Stock with a total pool of awards of Newco Class A Common Stock not exceeding the New Incentive Plan Size (the
New Incentive Plan”), (6) the approval and adoption of an employee stock purchase plan, substantially in the form
attached as Exhibit E hereto, that provides for the purchase of up to a number of shares of Newco Class A Common Stock, to be
determined by the Company Board prior to the Closing, by employees of the Surviving Corporation and its Subsidiaries and an annual “evergreen”
increase, to be determined by the Company Board prior to the Closing, of no less than a one percent (1%) of the shares of Newco Common
Stock outstanding as of the day prior to such increase (the “New Stock Purchase Plan”), (7) the election of the directors
constituting the Newco Board, (8) the adjournment of the Parent Holders’ Meeting to a later date or dates if it is determined by
Parent and the Company that additional time is necessary to consummate the Transactions for any reason, (9) the adoption and approval
of any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Proxy Statement, the Registration
Statement or correspondence related thereto, and (10) the adoption and approval of any other proposals as reasonably agreed by Parent
and the Company to be necessary or appropriate in connection with the Merger and the other Transactions (collectively, the “Parent
Proposals
”), and (ii) Parent shall prepare and file with the SEC a registration statement on Form S-4 (together with
all amendments

 

thereto,
the “Registration Statement”) in which the Proxy Statement shall be included as a prospectus, in connection with the
registration under the Securities Act of the shares of Newco Common Stock to be issued to the stockholders of the Company pursuant to
this Agreement, including, for the avoidance of doubt, any shares of Newco Class B Common Stock to be issued pursuant to Section 3.06
of this Agreement. Parent and the Company each shall use their reasonable best efforts to (w) cause the Proxy Statement and
Registration Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, (x) respond
as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement or the Registration
Statement, (y) cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable and
(z) to keep the Registration Statement effective as long as is necessary to consummate the Transactions. As promptly as practicable
after the Registration Statement becomes effective, each of the Company and Parent shall mail the Proxy Statement to their respective
stockholders. Each of Parent and the Company shall promptly furnish all information concerning it as may reasonably be requested by the
other party in connection with such actions and the preparation of the Registration Statement and the Proxy Statement.

 

(b)              
No filing of, or amendment or supplement to the Proxy Statement or the Registration Statement will be made by Parent or the Company
without the approval of the other party (such approval not to be unreasonably withheld, conditioned or delayed). Parent will advise the
Company, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement
or amendment thereto has been filed, of the issuance of any stop order, of the suspension of the qualification of the Parent Ordinary
Shares or the Newco Common Stock to be issued or issuable to the stockholders of the Company in connection with this Agreement for offering
or sale in any jurisdiction, or of any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments
thereon and responses thereto or requests by the SEC for additional information. Each of Parent and the Company shall cooperate and mutually
agree upon (such agreement not to be unreasonably withheld or delayed), any response to comments of the SEC with respect to the Proxy
Statement or the Registration Statement and any amendment to the Proxy Statement or the Registration Statement filed in response thereto.

 

(c)              
Parent shall ensure that the information supplied by Parent for inclusion in the Registration Statement and the Proxy Statement
shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary
in order to make the statements therein, in light of the circumstances under which they were made, not misleading at (i) the time
the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto)
is first mailed to the Pre-Closing Parent Holders, (iii) the time of the Parent Holders’ Meeting, and (iv) the Effective
Time. If, at any time prior to the Effective Time, any event or circumstance relating to Parent or Merger Sub, or their respective officers
or directors, should be discovered by Parent which should be set forth in an amendment or a supplement to the Registration Statement
or the Proxy Statement, Parent shall promptly inform the Company. All documents that Parent is responsible for filing with the SEC in
connection with the Merger or the Transactions will comply as to form and substance in all material respects with the applicable requirements
of the Securities Act and the Exchange Act.

 

(d)              
The Company shall ensure that the information supplied by the Company for inclusion in the Registration Statement and the Proxy
Statement shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein
or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, at (i) the
time the Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement
thereto) is first mailed to the Pre-Closing Parent Holders, (iii) the time of the Parent Holders’ Meeting, and (iv) the
Effective Time. If, at any time prior to the Effective Time, any event or circumstance relating to the Company, or its officers or directors,
should be discovered by the Company which should be set forth in an amendment or a supplement to the Registration Statement or the Proxy
Statement, the Company shall promptly inform Parent. All documents that the Company is responsible for filing with the SEC in connection
with the Merger or the Transactions will comply as to form and substance in all material respects with the applicable requirements of
the Securities Act and the Exchange Act.

 

SECTION
7.02                   
Parent
Holders’ Meeting and Merger Sub Stockholder’s Approval
.

 

(a)              
Parent shall call and hold the Parent Holders’ Meeting as promptly as practicable after the Registration Statement becomes
effective (but in any event no later than thirty (30) days after the date on which the Registration Statement becomes effective) for
the purpose of voting solely upon the Parent Proposals. The Parent Board shall unanimously recommend to Parent’s shareholders that
they approve the Parent Proposals and shall include such recommendation in the Proxy Statement; provided, that the Parent Board
may make a withdrawal of such recommendation or an amendment, qualification or modification of such recommendation solely to the extent
it has determined, upon the advice of counsel, that a Company Material Adverse Effect has occurred, and that doing so is required in
order to comply with its fiduciary duties. Notwithstanding the foregoing provisions of this Section 7.02(a), Parent shall
have the right to (and in the case of the following clauses (ii) and (iii), at the request of the Company, Parent shall)
make one or more successive postponements or adjournments of the Parent Holders’ Meeting, in each case, to the extent required
(i) to ensure that any supplement or amendment is made to the Proxy Statement that Parent, after reasonable consultation with the
Company, has determined in good faith is required to satisfy the conditions of Section 7.01 or any other applicable Law or (ii) if
on a date for which the Parent Holders’ Meeting is scheduled, Parent has not received proxies representing a sufficient number
of Parent Ordinary Shares to obtain the Parent Holder Approval, whether or not a quorum is present, (iii) if, as of the time for which
the Parent Holders’ Meeting is scheduled (as set forth in the Proxy Statement), there are insufficient Parent Ordinary Shares represented
(either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the Parent Holders’
Meeting or (iv) if, as of the deadline for electing redemption by holders of Parent Class A Ordinary Shares in accordance with the Parent
Governing Document, the number of shares being redeemed would cause the condition to Closing set forth in Section 8.03(e) to not
be satisfied; provided, that Parent shall reconvene such Parent Holders’ Meeting as promptly as practicable following such
time as the matters described in clauses (i), (ii), (iii) and (iv) have been resolved, and in no
event shall the Parent Holders’ Meeting be (x) postponed or adjourned for more than (A) ten Business Days for any individual postponement
or adjournment or (B) except for any postponement or adjournment pursuant to clause (i), more than twenty Business Days in the aggregate
or (y) reconvened on a date that is later than five (5) Business Days prior to the Outside Date. Parent shall use its reasonable best
efforts to obtain the Parent Holder

 

Approval
at the Parent Holders’ Meeting, including by soliciting from its shareholders proxies as promptly as possible in favor of the Parent
Proposals, and shall take all other action necessary or advisable to secure the required vote or consent of its shareholders.

 

(b)              
Promptly following the execution of this Agreement, Parent shall approve and adopt this Agreement and approve the Merger and the
other Transactions in its capacity as the sole stockholder of Merger Sub (the “Merger Sub Sole Stockholder Approval”).

 

SECTION
7.03                   
Company
Stockholder Approval
. Upon the terms set forth in this Agreement, the Company shall (a) seek the irrevocable written consent, in
form and substance reasonably acceptable to Parent, of holders of the Requisite Approval (including the Requisite Stockholders) in favor
of the approval and adoption of this Agreement, the Merger and the other Transactions (the “Written Consent”) as soon
as reasonably practicable after the Registration Statement becomes effective and (b) in the event the Company determines it is not able
to obtain the Written Consent, the Company shall call and hold a meeting of holders of shares of Company Capital Stock for the purpose
of voting solely upon the adoption of this Agreement, the Merger and the other Transactions (the “Company Stockholders Meeting”)
as soon as reasonably practicable after the Registration Statement becomes effective. The Company shall use its reasonable best efforts
to obtain the Company Stockholder Approval at the Company Stockholders Meeting, including by soliciting from its stockholders proxies
as promptly as possible in favor of this Agreement and the Merger, and shall take all other action necessary or advisable to secure the
Company Stockholder Approval. The Company Board shall recommend to its stockholders that they approve this Agreement and the Merger.
Notwithstanding anything to the contrary herein, none of the Company nor any of its Affiliates shall be required to pay any additional
consideration to any stockholder of the Company in order to obtain the Written Consent.

 

SECTION
7.04                   
Access
to Information; Confidentiality
.

 

(a)              
From the date of this Agreement until the Effective Time, the Company and Parent shall (and shall cause their respective subsidiaries
to): (i) provide to the other party (and the other party’s officers, directors, employees, investment bankers, accountants,
consultants, legal counsel, agents and other advisors or representatives, collectively, “Representatives”) reasonable
access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities of such party
and its Subsidiaries and to the books and records thereof; and (ii) furnish promptly to the other party such information concerning
the business, properties, contracts, assets, liabilities, personnel and other aspects of such party and its Subsidiaries as the other
party or its Representatives may reasonably request, including in connection with any Tax disclosure in any statement, filing, notice
or application relating to the Intended Tax Treatment or any Tax opinion requested or required to be filed pursuant to Section 7.11(c).
Notwithstanding the foregoing, neither the Company nor Parent shall be required to provide access to or disclose information where the
access or disclosure would jeopardize the protection of attorney-client privilege, violate contractual arrangements or contravene applicable
Law (it being agreed that the parties hereto shall use their reasonable best efforts to cause such information to be provided in a manner
that would not result in such jeopardy or contravention).

 

(b)              
All information obtained by the parties hereto pursuant to this Section 7.04 shall be kept confidential in accordance
with the non-disclosure agreement, dated as of June 7, 2021 (the “Non-Disclosure Agreement”), between Parent and the
Company.

 

(c)              
Notwithstanding anything in this Agreement to the contrary, each party (and its respective Representatives) may consult any Tax
advisor as is reasonably necessary regarding the Tax treatment and Tax structure of the Transactions and may disclose to such advisor
as reasonably necessary, the intended Tax treatment and Tax structure of the Transactions and all materials (including any Tax analysis)
that are provided relating to such treatment or structure, in each case in accordance with the Non-Disclosure Agreement.

 

SECTION
7.05                   
Exclusivity.
From the date of this Agreement and ending on the earlier of (a) the Closing and (b) the termination of this Agreement, the
parties hereto shall not, and shall cause their respective Subsidiaries and its and their respective Representatives not to, directly
or indirectly, (i) enter into, solicit, initiate or continue any discussions or negotiations with, or knowingly encourage or respond
to any inquiries or proposals by, or participate in any negotiations with, or provide any information to, or otherwise cooperate in any
way with, any person or other entity or “group” (within the meaning of Section 13(d) of the Exchange Act), concerning
any sale of any material assets of such party or any of its outstanding capital stock or any conversion, merger, consolidation, liquidation,
recapitalization, dissolution or similar transaction involving such party or any of such party’s Subsidiaries other than with the
other parties to this Agreement and their respective Representatives (an “Alternative Transaction”), (ii) enter
into any agreement regarding, continue or otherwise participate in any discussions regarding, or furnish to any person any information
with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction or (iii) commence,
continue or renew any due diligence investigation regarding any Alternative Transaction. Each party shall, and shall cause its Subsidiaries
and its and their respective Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with
any

 

person
conducted heretofore with respect to any Alternative Transaction. Each party will promptly request each person (other than the parties
hereto and their respective Representatives) that has prior to the date hereof been provided with Confidential Information in connection
with its consideration of an Alternative Transaction to return or destroy all such Confidential Information furnished to such person
by or on behalf of it. If a party or any of its Subsidiaries or any of its or their respective Representatives receives any inquiry or
proposal with respect to an Alternative Transaction at any time prior to the Closing, then such party shall promptly (and in no event
later than twenty-four (24) hours after such party becomes aware of such inquiry or proposal) notify such person in writing that
such party is subject to an exclusivity agreement with respect to the Transaction that prohibits such party from considering such inquiry
or proposal. Without limiting the foregoing, the parties hereto agree that any violation of the restrictions set forth in this Section 7.05
by a party or any of its Subsidiaries or its or their respective Affiliates or Representatives shall be deemed to be a breach of
this Section 7.05 by such party.

 

SECTION
7.06                   
Employee
Benefits Matters
.

 

(a)              
Parent shall use commercially reasonable efforts, or shall cause the Surviving Corporation and each of its subsidiaries to use
commercially reasonable efforts, as applicable, to provide the employees of the Company and the Company Subsidiaries who remain employed
immediately after the Effective Time (the “Continuing Employees”) credit for purposes of eligibility to participate,
vesting and determining the level of benefits, as applicable, under any Employee Benefit Plan established or maintained by the Surviving
Corporation or any of its Subsidiaries (excluding any retiree health plans or programs or defined benefit retirement plans or programs)
for service accrued or deemed accrued prior to the Effective Time with the Company or any Company Subsidiary; provided, however,
that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. In addition, Parent shall
use commercially reasonable efforts to (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements
and the application of any pre-existing condition limitations under each of the Employee Benefit Plans established or maintained by the
Surviving Corporation or any of its subsidiaries that cover the Continuing Employees or their dependents, and (ii) cause any eligible
expenses incurred by any Continuing Employee and his or her covered dependents, during the portion of the plan year in which the Closing
occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to be taken into account
under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date for purposes
of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her
covered dependents for the applicable plan year. Following the Closing, the Surviving Corporation will honor all accrued but unused vacation,
sick leave and other paid time off of the Continuing Employees that existed immediately prior to the Closing with respect to the calendar
year in which the Closing occurs. As a condition to Parent’s obligations under this Section 7.06(a), the Company shall provide
Parent or its designee with all information reasonably requested and necessary to allow Parent or its designee to comply with such obligations.

 

(b)              
The Company shall cause all notices to be timely provided to each optionee under the Company Equity Incentive Plan as required
by the Company Equity Incentive Plan.

 

(c)              
The provisions of this Section 7.06 are solely for the benefit of the parties to the Agreement, and nothing contained
in this Agreement, express or implied, shall confer upon any Continuing Employee or legal representative or beneficiary or dependent
thereof, or any other person, any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement, whether as
a third-party beneficiary or otherwise, including any right to employment or continued employment for any specified period, or level
of compensation or benefits. Nothing contained in this Agreement, express or implied, shall constitute an amendment or modification of
any Employee Benefit Plan or other employee benefit arrangement or shall require the Company, Parent, the Surviving Corporation or any
of its subsidiaries to continue any Plan or other employee benefit arrangements, or prevent their amendment, modification or termination.

 

(d)              
As promptly as practicable after the Effective Time, subject to approval of the Pre-Closing Parent Holders, Parent and Newco,
as applicable, shall adopt and implement the New Incentive Plan and the New Stock Purchase Plan.

 

SECTION
7.07                   
Directors’
and Officers’ Indemnification
.

 

(a)              
The certificate of incorporation and bylaws of the Surviving Corporation shall each contain provisions no less favorable with
respect to indemnification, advancement or expense reimbursement than are set forth in the Company Certificate of Incorporation or the
bylaws of the Company as of the date of this Agreement, which provisions of the certificate of incorporation and bylaws of the Surviving
Corporation shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner
that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees,
fiduciaries or agents of the Company (each, an “Indemnitee”), unless such modification shall be required by applicable
Law. From and after the Effective Time, Parent agrees that it shall indemnify and hold harmless each Indemnitee against any costs or
expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection
with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or
pertaining to matters existing or occurring at or prior to the Effective Time whether asserted or claimed prior to, at or after the Effective
Time, to the fullest extent that the Company would have been permitted under applicable Law, the Company Certificate of Incorporation
or the bylaws of the Company, each as in effect on the date of this Agreement, to indemnify such Indemnitee (including the advancing
of expenses as incurred to the fullest extent permitted under applicable Law).

 

(b)              
From the Closing Date, and for a period of six years from the Effective Time, Parent shall maintain in effect directors’
and officers’ liability insurance covering those persons who are currently covered by the Company’s directors’ and
officers’ liability insurance policy on terms not less favorable than the terms of such current insurance coverage, except that
in no event shall Parent be required to pay an annual premium for (or an increase in premium due to) such insurance in excess of 300%
of the aggregate annual premium payable by the Company for such insurance policy for the year ended December 31, 2021 (the “Maximum
Annual Premium
”); provided, however, that if any claim is asserted or made within such six (6) year period, any
insurance required to be maintained under this Section 7.07(b) shall be continued in respect of such claim until the final disposition
thereof.

 

(c)              
Parent shall (i) cause coverage to be extended under its current directors’ and officers’ liability insurance policy
by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms of such current insurance
coverage with respect to claims existing or occurring at or prior to the Effective Time and (ii) if any claim is asserted or made within
such six (6) year period, any insurance required to be maintained under this Section 7.07(c) shall be continued in respect of
such claim until the final disposition thereof.

 

(d)              
On the Closing Date, to the extent not already entered into, Parent shall enter into customary indemnification agreements reasonably
satisfactory to each of the Company and Parent with the post-Closing directors and officers of Newco, which indemnification agreements
shall continue to be effective following the Closing. Prior to the Closing, Parent and the Company shall use their commercially reasonable
efforts to ensure that Parent shall, with effectiveness from and after the Closing, obtain directors’ and officers’ liability
insurance covering the persons who will be directors and officers of Parent and its Subsidiaries from and after the Closing and thereafter
on terms that are consistent with market standards.

 

(e)              
If Parent or, after the Closing, the Surviving Corporation or any of their respective successors or assigns (i) consolidates with
or merges into any other person and shall not be the continuing or surviving entity of such consolidation or merger, or (ii) transfers
or conveys all or substantially all of its properties and assets to any person, then, in each such case, to the extent necessary, proper
provision shall be made so that the successors and assigns of Parent or the Surviving Corporation, as applicable, assume the obligations
set forth in this Section 7.07.

 

SECTION
7.08                   
Notification
of Certain Matters
. Each of the Company and Parent shall give prompt notice to the other party of: (a) any Action or investigation
that would have been required to be disclosed to the other party under this Agreement if such party had knowledge of it as of the date
hereof; (b) the occurrence or non-occurrence of any event whose occurrence or non-occurrence, as the case may be, could reasonably be
expected to cause any condition set forth in ‎Article VIII not to be satisfied at any time from the date of this Agreement
to the Effective Time; (c) any notice or other communication from any third Person alleging that the consent of such third Person is
or may be required in connection with the Merger or the other Transactions; (d) without limiting Section 7.13, any regulatory notice
or report from a Governmental Authority in respect of the Transactions; and (e) in the case of the Company, any information or knowledge
obtained by the Company or any of the Company Subsidiaries that could reasonably be expected to materially affect the Company’s
or any of the Company Subsidiary’s current projections, forecasts or budgets or estimates of revenues, earnings or other measures
of financial performance for any period.

 

SECTION
7.09                   
Further
Action; Reasonable Best Efforts
.

 

(a)              
Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall use its reasonable best efforts
to take, or cause to be taken, appropriate action, and to do, or cause to be done, such things as are necessary, proper or advisable
under applicable Laws or otherwise, and each shall cooperate with the other, to consummate and make effective the Transactions, including
using its reasonable best efforts to obtain all permits, consents, approvals, authorizations, qualifications and orders of, and the expiration
or termination of waiting periods by, Governmental Authorities and parties to contracts with the Company and the Company Subsidiaries
as set forth in Section 4.05 necessary for the consummation of the Transactions and

 

to
fulfill the conditions to the Merger. In case, at any time after the Effective Time, any further action is necessary or desirable to
carry out the purposes of this Agreement, the proper officers and directors of each party shall use their reasonable best efforts to
take all such action. Notwithstanding the foregoing, nothing herein (including Section 7.13) shall require the Company to incur
any liability or expense (other than de minimis costs and expenses) or subject itself or its business to any imposition of any
limitation on the ability to conduct its business or to own or exercise control of its assets or properties.

 

(b)              
Each of the parties hereto shall, to the extent permitted by applicable Law, keep each other reasonably apprised of the status
of matters relating to the Transactions, including promptly notifying the other parties hereto of any material substantive communication
it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and
permitting the other parties hereto to review in advance, and to the extent practicable consult about, any proposed substantive communication
by such party to any Governmental Authority in connection with the Transactions. No party to this Agreement shall agree to participate
in any substantive meeting, video or telephone conference, or other substantive communications with any Governmental Authority in respect
of any filings, investigation or other inquiry unless it has given the other parties a reasonable opportunity to consult with it in advance
and, to the extent permitted by such Governmental Authority, gives the other parties hereto or their outside counsel the opportunity
to attend and participate at such meeting, conference or other communications. Subject to the terms of the Non-Disclosure Agreement and
to the extent permitted by applicable Law, the parties hereto will coordinate and reasonably cooperate with each other in exchanging
such information and providing such assistance as the other parties hereto may reasonably request in connection with the foregoing. Subject
to the terms of the Non-Disclosure Agreement and to the extent permitted by applicable Law, the parties hereto will provide each other
with copies of all material substantive correspondence, filings or communications, including any documents, information and data contained
therewith, between them or any of their Representatives, on the one hand, and any Governmental Authority, on the other hand, with respect
to this Agreement and the Transactions. Notwithstanding the foregoing, materials required to be provided pursuant to this Section
7.09(b)
may be restricted to outside legal counsel and may be redacted (i) as necessary to comply with contractual arrangements,
and (ii) to remove references to privileged information. No party shall take or cause to be taken any action before any Governmental
Authority that is inconsistent with or intended to delay its action on requests for a consent or the consummation of the Transactions.

 

SECTION
7.10                   
Public
Announcements; Form 8-K Filings
. The initial press release relating to this Agreement shall be a joint press release, the text of
which has been agreed to by each of Parent and the Company. Parent and the Company shall cooperate in good faith with respect to the
prompt preparation by Parent of, and, as promptly as practicable after the effective date of this Agreement (but in any event within
four (4) Business Days thereafter), Parent shall file with the SEC, a Current Report on Form 8-K pursuant to the Exchange Act to report
the execution of this Agreement as of its effective date. Thereafter, between the date of this Agreement and the Closing Date (or the
earlier termination of this Agreement in accordance with Article IX) unless otherwise prohibited by applicable Law, each
of Parent and the Company shall consult with each other before issuing any press release or otherwise making any public statements with
respect to this Agreement, the Merger or any of the other Transactions, and shall not issue any such press release or make any such public
statement without the prior written consent of the other party,

 

except
(a) communications consistent with the final form of joint press release announcing the Transactions and the investor presentation given
to investors in connection with the announcement of the Transactions or (b) as may be required by applicable Law or by obligations pursuant
to any listing agreement with or rules of the NYSE. Prior to the Closing, Parent and the Company shall mutually agree upon and prepare
the press release announcing the consummation of the Transactions contemplated by this Agreement (“Closing Press Release”).
Concurrently with or promptly after the Closing, Parent shall issue the Closing Press Release. Parent and the Company shall cooperate
in good faith with respect to the preparation by the Company of, and, at least five (5) days prior to the Closing, the Company shall
prepare, a draft Form 8-K announcing the Closing, together with, or incorporating by reference, the required pro forma financial statements
and the historical financial statements prepared by the Company and its accountant (the “Completion 8-K”). Concurrently
with the Closing, or as soon as practicable (but in any event within four Business Days) thereafter, Newco shall file the Completion
8-K with the SEC. Nothing contained in this Section 7.10 shall prevent Parent or the Company or their respective Affiliates
from furnishing customary or other reasonable information concerning the Transactions to their investors and prospective investors that
is substantively consistent with public statements previously consented to by the other party in accordance with this Section 7.10.

 

SECTION
7.11                   
Tax
Matters
.

 

(a)              
For U.S. federal income tax purposes, each of the Domestication and the Merger is intended to constitute a “reorganization”
within the meaning of Section 368(a) of the Code (collectively, the “Intended Tax Treatment”). The parties to this
Agreement hereby: (i) adopt this Agreement insofar as it relates to the Merger as a “plan of reorganization” within the meaning
of Section 1.368-2(g) of the United States Treasury regulations, (ii) adopt this Agreement insofar as it relates to the Domestication
as a “plan of reorganization” within the meaning of Section 1.368-2(g) of the United States Treasury regulations, (iii) agree
to file and retain such information as shall be required under Section 1.368-3 of the United States Treasury regulations, and (iv) agree
to file all Tax and other informational returns on a basis consistent with the Intended Tax Treatment unless otherwise required by a
“determination” within the meaning of Section 1313 of the Code. Each of the parties hereto acknowledges and agrees that each
such party and each of the stockholders of the Company (x) has had the opportunity to obtain independent legal and tax advice with respect
to the Transactions, and (y) is responsible for paying its own Taxes, including any adverse Tax consequences that may result if the Merger
is determined not to qualify as a reorganization under Section 368 of the Code.

 

(b)              
None of Newco, Parent, Merger Sub or the Company shall (and each shall cause its Affiliates not to) take any action (or fail to
take any reasonable action) which action (or failure to act), whether before or after the Effective Time, would reasonably be expected
to prevent or impede the Intended Tax Treatment.

 

(c)              
Each party shall promptly notify the other party in writing if, before the Closing Date, such party knows or has reason to believe
that the Merger may not qualify for the Intended Tax Treatment (and whether the terms of this Agreement could be reasonably amended in
order to facilitate the Merger qualifying for the Intended Tax Treatment). In the event that in connection with the preparation and filing
of the Registration Statement / Proxy Statement the SEC requests or requires tax opinions, each party shall use reasonable best efforts
to execute and deliver

 

customary
tax representation letters to Sidley Austin LLP and/or Davis Polk & Wardwell LLP, as relevant, in form and substance reasonably satisfactory
to such advisor dated and executed as of the date the Registration Statement / Proxy Statement shall have been declared effective by
the SEC and such other date(s) as determined reasonably necessary by such advisor in connection with the preparation and filing of the
Registration Statement / Proxy Statement. In the event the Company seeks a tax opinion from its tax advisor regarding the Intended Tax
Treatment, the parties shall use reasonable best efforts to execute and deliver customary tax representation letters to its tax advisor,
in form and substance reasonably satisfactory to such advisor.

 

(d)              
Newco will use commercially reasonable efforts to provide the Pre-Closing Parent Holders information that is reasonably required
to (i) determine the amount that is required to be taken into income in connection with Treasury Regulations Section 1.367(b)-3 as a
result of the Domestication; (ii) make the election contemplated by Treasury Regulations Section 1.367(b)-3(c)(3); and (iii) make a timely
and valid election as contemplated by Section 1295 of the Code (and the Treasury Regulations promulgated thereunder) with respect to
Parent for each year that Parent is considered a passive foreign investment company (including through provision of the Annual Information
Statement described in Treasury Regulations Section 1.1295-1(g)).

 

(e)              
For U.S. federal income tax purposes, the payment of any earnout Merger Consideration shall constitute purchase price consideration,
and not compensation, to the holders of Company Capital Stock. The parties to this Agreement hereby agree to file all Tax and other informational
returns on a basis consistent with such treatment unless otherwise required by a “determination” within the meaning of Section
1313 of the Code.

 

SECTION
7.12                   
Stock
Exchange Listing
. During the period from the date hereof until the Closing, Parent shall use its reasonable best efforts to keep
the Parent Units, Parent Class A Ordinary Shares and Parent Warrants listed for trading on the NYSE. Parent will use its reasonable best
efforts to ensure that Newco is listed as a public company, and that the shares of Newco Class A Common Stock issued in connection with
the Transactions are approved for listing on the NYSE, in each case, as of the Closing.

 

SECTION
7.13                   
Antitrust.

 

(a)              
To the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect
of monopolization or restraint of trade, including the HSR Act (“Antitrust Laws”), each party hereto agrees to promptly
make any required filing or application under Antitrust Laws, as applicable, and no later than ten (10) Business Days after the date
of this Agreement, the Company and Parent each shall file (or cause to be filed) with the Antitrust Division of the U.S. Department of
Justice and the U.S. Federal Trade Commission a Notification and Report Form as required by the HSR Act. The parties hereto agree to
supply as promptly as reasonably practicable any additional information and documentary material that may reasonably be requested pursuant
to Antitrust Laws and to use reasonable best efforts to take all other actions necessary, proper or advisable to cause the expiration
or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws as soon as practicable,
including by requesting early termination of the waiting period provided for under the HSR Act.

 

(b)              
No party hereto shall take any action that would reasonably be expected to adversely affect or materially delay the approval of
any Governmental Authority, or the expiration or termination of any waiting period of any required filings or applications under Antitrust
Laws, including by agreeing to merge with or acquire any other person or acquire a substantial portion of the assets of or equity in
any other person. The parties hereto further covenant and agree, with respect to a threatened or pending preliminary or permanent injunction
or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the parties
hereto to consummate the Transactions, to use reasonable best efforts to prevent or lift the entry, enactment or promulgation thereof,
as the case may be.

 

SECTION
7.14                   
Trust
Account
. As of the Effective Time, the obligations of Parent to dissolve or liquidate within a specified time period as contained
in the Parent Governing Document will be terminated and Parent shall have no obligation whatsoever to dissolve and liquidate the assets
of Parent by reason of the consummation of the Merger or otherwise, and no equityholder of Parent shall be entitled to receive any amount
from the Trust Account. At least forty-eight (48) hours prior to the Effective Time, Parent shall provide notice to the Trustee in accordance
with the Trust Agreement and shall deliver any other documents, opinions or notices required to be delivered to the Trustee pursuant
to the Trust Agreement and cause the Trustee prior to the Effective Time to, and the Trustee shall thereupon be obligated to, transfer
all funds held in the Trust Account to Parent (to be held as Available Cash on the balance sheet of Parent, and to be used for payment
of Outstanding Transaction Expenses hereunder, working capital and other general corporate purposes of the business following the Closing)
and thereafter shall cause the Trust Account and the Trust Agreement to terminate; provided, however, that the liabilities
and obligations of Parent due and owing or incurred at or prior to the Effective Time shall be paid as and when due, including all amounts
payable (a) to shareholders of Parent who shall have exercised their Redemption Rights and (b) to the Trustee for fees and costs incurred
in accordance with the Trust Agreement.

 

SECTION
7.15                   
Financing.
Parent shall use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary,
proper or advisable to consummate the transactions contemplated by the Subscription Agreements on the terms and

 

conditions
described therein, including using its reasonable best efforts to (a) comply with its obligations under the Subscription Agreements,
(b) maintain in effect the Subscription Agreements in accordance with the terms and conditions thereof, (c) satisfy on a timely
basis all conditions and covenants applicable to Parent set forth in the applicable Subscription Agreements, (d) enforce its rights under
the Subscription Agreements to cause the PIPE Investors to pay to (or as directed by) Parent the applicable purchase price under each
PIPE Investor’s applicable Subscription Agreement in accordance with its terms and (e) consummate the PIPE Financing when
required pursuant to this Agreement. Parent shall give the Company prompt written notice of (i) any request or proposal for an amendment
to any Subscription Agreement (other than as a result of any assignments or transfers contemplated therein or otherwise permitted thereby);
(ii) of any material breach or material default (or any event or circumstance that, with or without notice, lapse of time or both, would
reasonably be expected to give rise to any breach or default) by any party to any Subscription Agreement known to Parent; (iii) of the
receipt of any written notice or other written communication from any party to any Subscription Agreement with respect to any actual,
potential or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any Subscription Agreement
or any provisions of any Subscription Agreement; and (iv) of any underfunding of any amount under any Subscription Agreement.

 

SECTION
7.16                   
Section
16 of the Exchange Act
. Prior to the Closing, the Parent Board, or an appropriate committee thereof, shall adopt a resolution
consistent with the interpretive guidance of the SEC relating to Rule 16b-3(d) under the Exchange Act, such that the acquisitions of
Newco Common Stock pursuant to this Agreement by any officer or director of the Company who is expected to become a “covered person”
of Parent for purposes of Section 16 of the Exchange Act (“Section 16”) shall be exempt acquisitions for purposes
of Section 16.

 

SECTION
7.17                   
Qualification
as an Emerging Growth Company
. Parent shall, at all times during the period from the date hereof until the occurrence of the Closing:
(a) take all actions necessary to continue to qualify as an “emerging growth company” within the meaning of the Jumpstart
Our Business Startups Act of 2012; and (b) not take any action that would cause Parent to not qualify as an “emerging growth company”
within the meaning of such Act.

 

ARTICLE
VIII

CONDITIONS TO THE MERGER

 

SECTION
8.01                   
Conditions
to the Obligations of Each Party
. The obligations of the Company, Parent and Merger Sub to consummate the Transactions, including
the Merger, are subject to the satisfaction or waiver (where permissible) in writing by all of the parties at or prior to the Closing
of the following conditions:

 

(a)              
Company Stockholder Approval. The Company Stockholder Approval shall have been obtained and remain in full force and effect.

 

(b)              
Parent Holder Approval. The Parent Holder Approval shall have been obtained and remain in full force and effect.

 

(c)              
Merger Sub Sole Stockholder Approval. The Merger Sub Sole Stockholder Approval shall have been obtained and remain in full
force and effect.

 

(d)              
No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law, rule, regulation,
judgment, decree, executive order or award which is then in effect and has the effect of making the Transactions, including the Merger,
illegal or otherwise prohibiting consummation of the Transactions, including the Merger.

 

(e)              
Antitrust Approvals and Waiting Periods. All required filings under the HSR Act shall have been completed and any applicable
waiting period (and any extension thereof) applicable to the consummation of the Transactions under the HSR Act shall have expired or
been terminated.

 

(f)               
Governmental Consents. All consents, approvals and authorizations set forth on Section 8.01(f) of the Company
Disclosure Schedule, shall have been obtained from and made with all applicable Governmental Authorities.

 

(g)              
Registration Statement. The Registration Statement shall have been declared effective under the Securities Act. No stop
order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for purposes of suspending the
effectiveness of the Registration Statement shall have been initiated or be threatened by the SEC.

 

(h)              
Domestication. The Domestication shall have been consummated.

 

(i)                
Parent Net Tangible Assets. Parent shall have at least $5,000,001 of net tangible assets (as determined in accordance with
Rule 3a51-1(g)(1) of the Exchange Act) following the consummation of the PIPE Financing and the closing of the Redemption Rights in accordance
with the Parent Governing Document.

 

(j)                
Financial Statements. The Company shall have delivered to Parent the financial statements required to be included in the
Completion 8-K.

 

SECTION
8.02                   
Conditions
to the Obligations of Parent and Merger Sub
. The obligations of Parent and Merger Sub to consummate the Transactions, including the
Merger, are subject to the satisfaction or waiver (where permissible) in writing by Parent and Merger Sub at or prior to the Closing
(unless otherwise specified in this Section 8.02) of the following additional conditions:

 

(a)              
Representations and Warranties. The representations and warranties of the Company contained in (i) Section 4.01
(Organization and Qualification; Subsidiaries), Section 4.02 (Certificate of Incorporation and Bylaws), Section 4.03
(Capitalization), Section 4.04 (Authority Relative to this Agreement) and Section 4.23 (Brokers) (without
giving effect to any limitation as to materiality or “Company Material Adverse Effect” or any similar limitation set forth
therein) shall each be true and correct in all material respects as of the Closing as though made on the Closing Date, except to the
extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty
shall be true and correct in all material respects as of such earlier date, (ii) Section 4.08(c) (Absence of Certain Changes or
Events) shall be true and correct and (iii) all other representations and warranties of the Company

 

set
forth in Article IV shall be true and correct (without giving any effect to any limitation as to “materiality” or
“Company Material Adverse Effect” or any similar limitation set forth therein) in all respects as of the Closing, as though
made on and as of the Closing Date, except, in the case of this clause (iii), (A) to the extent that any such representation
and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such
earlier date, and (B) where the failure of such representations and warranties to be true and correct (whether as of the Closing
Date or such earlier date), taken as a whole, does not result in a Company Material Adverse Effect.

 

(b)              
Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and
covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time.

 

(c)              
Officer’s Certificate. The Company shall have delivered to Parent a certificate (the “Company Officer’s
Certificate
”), dated as of the Closing Date, signed by an officer of the Company, certifying as to the satisfaction of the
conditions specified in Section 8.02(a), Section 8.02(b) and Section 8.02(d).

 

(d)              
Material Adverse Effect. No Company Material Adverse Effect shall have occurred and be continuing since the date of this
Agreement.

 

(e)              
Resignations. Other than those persons identified as directors and officers on Section 2.08(a) of the Company Disclosure
Schedule, all members of the Company Board and all officers of the Company shall have executed and delivered written resignations effective
as of the Effective Time.

 

(f)               
Amended and Restated Registration Rights Agreement. All parties to the Amended and Restated Registration Rights Agreement
(other than Parent) shall have delivered, or cause to be delivered, to Parent copies of the Amended and Restated Registration Rights
Agreement duly executed by all such parties.

 

(g)              
FIRPTA Certificate. The Company shall have delivered to Parent a certification satisfying the requirements of Treasury
Regulations Sections 1.897-2(h) and 1.1445-2(c)(3), that the Company is not, nor has it been within the period described in Section 897(c)(1)(A)(ii)
of the Code, a “United States real property holding corporation” as defined in Section 897(c)(2) of the Code and an accompanying
notice to the Internal Revenue Service satisfying the requirements of Treasury Regulations Section 1.897-2(h)(2); provided, that
if the Company fails to deliver such certificate, the transactions shall nonetheless be able to close and Newco shall be entitled to
withhold from any consideration paid pursuant to this Agreement the amount required to be withheld under Section 1445 of the Code.

 

SECTION
8.03                   
Conditions
to the Obligations of the Company
. The obligations of the Company to consummate the Transactions, including the Merger, are subject
to the satisfaction or waiver (where permissible) in writing by the Company at or prior to Closing (unless otherwise specified in this
Section 8.03) of the following additional conditions:

 

(a)              
Representations and Warranties. The representations and warranties of Parent and Merger Sub contained in (i) Section 5.01
(Corporation Organization), Section 5.02

 

(Governing
Documents), Section 5.03 (Capitalization), Section 5.04 (Authority Relative to this Agreement) and Section 5.12
(Brokers) (without giving effect to any limitation as to materiality or “Parent Material Adverse Effect” or any similar
limitation set forth therein) shall each be true and correct in all material respects as of the Closing Date as though made on the Closing
Date, except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation
and warranty shall be true and correct in all material respects as of such earlier date and (ii) all other representations and warranties
of Parent and Merger Sub contained in this Agreement shall be true and correct (without giving any effect to any limitation as to “materiality”
or “Parent Material Adverse Effect” or any similar limitation set forth therein) in all respects as of the Closing Date,
as though made on and as of the Closing Date, except, in the case of this clause (ii), (A) to the extent that any such representation
and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such
earlier date and (B) where the failure of such representations and warranties to be true and correct (whether as of the Closing
Date or such earlier date), taken as a whole, does not result in a Parent Material Adverse Effect.

 

(b)              
Agreements and Covenants. Parent and Merger Sub shall have performed or complied in all material respects with all agreements
and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time.

 

(c)              
Officer’s Certificate. Parent shall have delivered to the Company a certificate (the “Parent Officer’s
Certificate
”), dated as of the Closing Date, signed by an officer of Parent, certifying as to the satisfaction of the conditions
specified in Section 8.03(a), Section 8.03(b) and Section 8.03(d).

 

(d)              
Material Adverse Effect. No Parent Material Adverse Effect shall have occurred and be continuing since the date of this
Agreement.

 

(e)              
Minimum Cash. Available Cash shall be greater than or equal to $175,000,000.

 

(f)               
Stock Exchange Listing. The Parent Class A Ordinary Shares shall be listed on the NYSE as of the Closing Date and a supplemental
listing shall have been filed with the NYSE as of the Closing Date to list the shares of Newco Common Stock constituting the Merger Consideration
contemplated to be listed pursuant to this Agreement. Parent shall not have received any notice of non-compliance with any applicable
initial and continuing listing requirements of the NYSE.

 

(g)              
Amended and Restated Registration Rights Agreement. Parent shall have delivered a copy of the Amended and Restated Registration
Rights Agreement duly executed by Parent.

 

(h)              
Resignations. Other than those persons who the parties hereto have agreed shall serve as members of the Newco Board or
as officers of Newco in accordance with Section 2.08(b), all members of the Parent Board and all officers of Parent shall have
executed written resignations effective as of the Effective Time.

 

ARTICLE
IX

TERMINATION, AMENDMENT AND WAIVER

 

SECTION
9.01                   
Termination.
This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time,
notwithstanding any requisite approval and adoption of this Agreement and the Transactions by the equityholders of the Company or Parent,
as follows:

 

(a)              
by mutual written consent of Parent and the Company;

 

(b)              
by either Parent or the Company if the Effective Time shall not have occurred prior to July 31, 2022 (the “Outside Date”);
provided, however, that this Agreement may not be terminated under this Section 9.01(b) by or on behalf of
any party that is in breach or violation of any representation, warranty, covenant, agreement or obligation contained herein and such
breach or violation is the principal cause of the failure of a condition set forth in Article VIII on or prior to the Outside
Date;

 

(c)              
by either Parent or the Company if any Governmental Authority shall have enacted, issued, promulgated, enforced or entered any
injunction, order, decree or ruling (whether temporary, preliminary or permanent) which has become final and nonappealable and has the
effect of making consummation of the Transactions, including the Merger, illegal or otherwise preventing or prohibiting consummation
of the Transactions, including the Merger;

 

(d)              
by either Parent or the Company if any of the Parent Proposals shall fail to receive the requisite vote for approval at the Parent
Holders’ Meeting (subject to any permitted or required adjournment or postponement of the Parent Holders’ Meeting);

 

(e)              
by Parent upon a breach of any representation, warranty, covenant or agreement on the part of the Company set forth in this Agreement,
or if any representation or warranty of the Company shall have become untrue, in either case, such that the conditions set forth in Sections 8.02(a)
and 8.02(b) would not be satisfied at the Closing (“Terminating Company Breach”); provided that
Parent and Merger Sub are not then in breach of their representations, warranties, covenants or agreements in this Agreement, which breach
would cause any condition in Section 8.03(a) or Section 8.03(b) not to be satisfied; provided, however, that,
if such Terminating Company Breach is curable by the Company, Parent may not terminate this Agreement under this Section 9.01(e)
for so long as the Company continues to exercise its reasonable efforts to cure such breach, unless such breach is not cured within
thirty (30) days (or any shorter period of the time that remains between the date Parent provides written notice of such breach
and the Outside Date) after notice of such breach is provided by Parent to the Company; or

 

(f)               
by the Company upon a breach of any representation, warranty, covenant or agreement on the part of Parent and Merger Sub set forth
in this Agreement, or if any representation or warranty of Parent and Merger Sub shall have become untrue, in either case, such that
the conditions set forth in Sections 8.03(a) and 8.03(b) would not be satisfied at the Closing (“Terminating
Parent Breach
”); provided that the Company is not then in breach of its representations, warranties, covenants or agreements
in this Agreement, which breach would cause

 

any
condition in Section 8.02(a) or Section 8.02(b) not to be satisfied; provided, however, that, if such Terminating
Parent Breach is curable by Parent and Merger Sub, the Company may not terminate this Agreement under this Section 9.01(f)
for so long as Parent and Merger Sub continue to exercise their reasonable efforts to cure such breach, unless such breach is not cured
within thirty (30) days (or any shorter period of the time that remains between the date Company provides written notice of such
breach and the Outside Date) after notice of such breach is provided by the Company to Parent.

 

The party desiring
to terminate this Agreement pursuant to this ‎Section 9.01 (other than Section 9.01(a)) shall give written notice of
such termination to each other party.

 

SECTION
9.02                   
Effect
of Termination
. In the event of the termination of this Agreement pursuant to Section 9.01, this Agreement shall forthwith
become void, and there shall be no liability under this Agreement on the part of any party hereto or its respective Affiliates, officers,
directors or equityholders, other than liability of any of the parties hereto for any intentional and willful breach of this Agreement
by such party occurring prior to such termination. Sections 6.03, Article X (other than Sections 10.02 and 10.14)
and the Non-Disclosure Agreement, and any corresponding definitions referenced therein, shall, in each case, survive any termination
of this Agreement.

 

SECTION
9.03                   
Amendment.
This Agreement may be amended in writing by the parties hereto at any time prior to the Effective Time; provided that, after the
Parent Holder Approval has been obtained, there shall be no amendment or modification that would require the further approval of the
Pre-Closing Parent Holders under applicable Law without such approval having first been obtained. This Agreement may not be amended except
by an instrument in writing signed by each of the parties hereto.

 

SECTION
9.04                   
Waiver.
At any time prior to the Effective Time, (a) Parent may (i) extend the time for the performance of any obligation or other
act of the Company, (ii) waive any inaccuracy in the representations and warranties of the Company contained herein or in any document
delivered by the Company pursuant hereto and (iii) waive compliance with any agreement of the Company or any condition to its own
obligations contained herein and (b) the Company may (i) extend the time for the performance of any obligation or other act
of Parent or Merger Sub, (ii) waive any inaccuracy in the representations and warranties of Parent or Merger Sub contained herein
or in any document delivered by Parent or Merger pursuant hereto and (iii) waive compliance with any agreement of Parent or Merger
Sub or any condition to its own obligations contained herein. Any such extension or waiver shall be valid if set forth in an instrument
in writing signed by the party or parties to be bound thereby.

 

ARTICLE
X

GENERAL PROVISIONS

 

SECTION
10.01               
Notices.
All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed
to have been duly given upon receipt) by delivery in person, by email (provided, that no “error” message

 

or
other notification of non-delivery or non-receipt is generated) or by registered or certified mail (postage prepaid, return receipt requested)
to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in
accordance with this Section 10.01):

 

if
to Parent or Merger Sub:

 

Virgin
Group Acquisition Corp. II

65
Bleecker Street, 6th Floor
New York, NY 10012
Attention: Harold Brunink
Email: harold.brunink@virgin.com

 

 

with
a copy to:

 

Davis Polk & Wardwell
LLP
450 Lexington Avenue
New York, New York 10017
Attention: William H. Aaronson
Derek Dostal
Lee Hochbaum
Email: william.aaronson@davispolk.com
derek.dostal@davispolk.com
lee.hochbaum@davispolk.com

 

if
to the Company:

 

Grove Collaborative, Inc.
1301 Sansome St.
San Francisco, California 94111
Attention: Nathan Francis
Email: nfrancis@grove.co

 

with
a copy to:

 

Sidley Austin LLP
1001 Page Mill Road
Building 1
Palo Alto, California 94304
Attention: Martin A. Wellington
Email: mwellington@sidley.com

 

Sidley Austin LLP
1999 Avenue of the Stars
17th Floor
Los Angeles, California 90067
Attention: Joshua G. DuClos
Email: jduclos@sidley.com

 

Sidley Austin LLP
2021 McKinney Avenue
Suite 2000
Dallas, Texas 75201
Attention: Sara G. Duran
Email: sduran@sidley.com

 

SECTION
10.02               
Nonsurvival
of Representations, Warranties and Covenants
. None of the representations, warranties, covenants, obligations or other agreements
in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights arising out
of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall survive the Closing
and all such representations, warranties, covenants, obligations or other agreements shall terminate and expire upon the occurrence of
the Closing (and there shall be no liability after the Closing in respect thereof), except for (a) those covenants and agreements
contained herein that by their terms expressly apply in whole or in part after the Closing and then only to such extent until such covenants
and agreements have been fully performed and (b) this Article X and any corresponding definitions set forth in Article I.

 

SECTION
10.03               
Severability.
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy,
all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal
substance of the Transactions is not affected in any manner materially adverse to any party. Upon such determination that any term or
other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement
so as to effect the original intent of the parties hereto as closely as possible in a mutually acceptable manner in order that the Transactions
be consummated as originally contemplated to the fullest extent possible.

 

SECTION
10.04               
Entire
Agreement; Assignment
. This Agreement and the Ancillary Agreements constitute the entire agreement among the parties hereto with
respect to the subject matter hereof and supersede, except as set forth in Section 7.04(b), all prior agreements and undertakings,
both written and oral, among the parties, or any of them, with respect to the subject matter hereof, except for the Non-Disclosure Agreement.
This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise) by any party without the prior
express written consent of the other parties hereto.

 

SECTION
10.05               
Parties
in Interest
. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement,
express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under
or by reason of this Agreement, other than (a) in the event the Closing occurs, Section 7.07 (which is intended to be for
the benefit of the persons covered thereby and may be enforced by such persons), (b) from and after the Effective Time, the holders of
Company Securities as of immediately prior to the Effective Time (and their successors, heirs and Representatives) shall be intended
third-party beneficiaries of, and may enforce, Article III, Article IV, and this Section 10.05 and (c) the past,
present and future directors, managers, officers, employees, incorporators, members, partners, equityholders, Affiliates, agents, attorneys,
advisors and Representatives of the parties hereto and any Affiliate of any of the foregoing (and their

 

successors,
heirs and Representatives), are intended third-party beneficiaries of, and may enforce, this Section 10.05 and Section 10.11.

 

SECTION
10.06               
Governing
Law
. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware applicable to contracts
executed in and to be performed in that State. All legal actions and proceedings arising out of or relating to this Agreement shall be
heard and determined exclusively in any Delaware Chancery Court; provided, that if jurisdiction is not then available in the Delaware
Chancery Court, then any such legal Action may be brought in any federal court located in the State of Delaware or any other Delaware
state court. The parties hereto hereby (a) irrevocably submit to the exclusive jurisdiction of the aforesaid courts for themselves
and with respect to their respective properties for the purpose of any Action arising out of or relating to this Agreement brought by
any party hereto, and (b) agree not to commence any Action relating thereto except in the courts described above in Delaware, other
than Actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as
described herein. Each of the parties hereto further agrees that notice as provided herein shall constitute sufficient service of process
and the parties hereto further waive any argument that such service is insufficient. Each of the parties hereto hereby irrevocably and
unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Action arising
out of or relating to this Agreement or the Transactions, (a) any claim that it is not personally subject to the jurisdiction of
the courts in Delaware as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of
any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment
in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the Action in any such court is brought
in an inconvenient forum, (ii) the venue of such Action is improper or (iii) this Agreement, or the subject matter hereof,
may not be enforced in or by such courts.

 

SECTION
10.07               
Waiver
of Jury Trial
. Each of the parties hereto hereby waives to the fullest extent permitted by applicable Law any right it may have to
a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement or the
Transactions. Each of the parties hereto (a) certifies that no Representative, agent or attorney of any other party has represented,
expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce that foregoing waiver and (b) acknowledges
that it and the other hereto have been induced to enter into this Agreement and the Transactions, as applicable, by, among other things,
the mutual waivers and certifications in this Section 10.07.

 

SECTION
10.08               
Headings.
The descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the
meaning or interpretation of this Agreement.

 

SECTION
10.09               
Counterparts;
Electronic Delivery
. This Agreement and each Ancillary Agreement may be executed in counterparts, each of which when so executed
shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. The words “execution,”
“signed,” “signature,” and words of like import in this Agreement, any Ancillary Agreement or in any other certificate,
agreement or document related to the Transactions shall include images of manually executed signatures transmitted by facsimile or other
electronic format (including “pdf”, “tif” or “jpg”) and other electronic signatures

 

(including
DocuSign and AdobeSign). The use of electronic signatures and electronic records (including any contract or other record created, generated,
sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually
executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable Law, including the Federal
Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable
Law, including any state Law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

 

SECTION
10.10               
Disclosure
Schedules
. Each of the Company and Parent has set forth information in the Company Disclosure Schedules and the Parent Disclosure
Schedules, respectively, in sections thereof that correspond to the sections of this Agreement to which it relates. A matter set forth
in one section of a disclosure schedule need not be set forth in any other section so long as its relevance to such other section of
the disclosure schedule or section of the Agreement is reasonably apparent. Any item of information, matter or document disclosed or
referenced in, or attached to, the Company Disclosure Schedules or the Parent Disclosure Schedules shall not (a) be used as a basis for
interpreting the terms “material,” “Company Material Adverse Effect,” “Parent Material Adverse Effect,”
“material adverse effect” or other similar terms in this Agreement or to establish a standard of materiality, (b) represent
a determination that such item or matter did not arise in the ordinary course of business, (c) constitute, or be deemed to constitute,
an admission of liability or obligation regarding such matter (other than with respect to any Section of the Company Disclosure Schedules
or Parent Disclosure Schedules, as applicable, referred to in any representation or warranty in this Agreement that expressly requires
listing facts, circumstances or agreements in such section of the Company Disclosure Schedules or Parent Disclosure Schedules, as applicable),
or (d) notwithstanding the foregoing in subclause (c), constitute, or be deemed to constitute, an admission to any third party
in any respect concerning such item or matter. Notwithstanding anything to the contrary herein, after the date of this Agreement until
the Closing Date, the Company shall have the right in it sole discretion to amend Section 4.17 of the Company Disclosure Schedules
to add any new Material Contracts entered into during such time, and any and all details with respect thereto that are responsive to
the representations and warranties contained in Section 4.17, and such amendments shall have full force and effect with respect
to the satisfaction of the condition set forth in Section 8.02(a).

 

SECTION
10.11               
Specific
Performance
. The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in
accordance with the terms hereof, and, accordingly, that the parties hereto shall be entitled to an injunction or injunctions to prevent
breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof (including the parties’
obligation to consummate the Merger) in the Court of Chancery of the State of Delaware or, if that court does not have jurisdiction,
any court of the United States located in the State of Delaware without proof of actual damages or otherwise, in addition to any other
remedy to which they are entitled at law or in equity as expressly permitted in this Agreement. Each of the parties hereto hereby further
waives (a) any defense in any action for specific performance that a remedy at law would be adequate and (b) any requirement
under any Law to post security or a bond as a prerequisite to obtaining equitable relief.

 

SECTION
10.12               
No
Recourse
. All actions, claims, obligations, liabilities or causes of actions (whether in contract or in tort, in law or in equity,
or granted by statute whether by or

 

through
attempted piercing of the corporate, limited partnership or limited liability company veil) that may be based upon, in respect of, arise
under, out or by reason of, be connected with, or relate in any manner to: (a) this Agreement, (b) the negotiation, execution
or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this
Agreement), (c) any breach of this Agreement and (d) any failure of the Merger to be consummated, may be made only against,
and are those solely of the persons that are expressly identified as parties to this Agreement and not against any Nonparty Affiliate
(as defined below). No other person, including any director, officer, employee, incorporator, member, partner, manager, stockholder,
optionholder, Affiliate, agent, attorney or Representative of, or any financial advisor or lender to, any party to this Agreement, or
any director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney or Representative of,
or any financial advisor or lender to (each of the foregoing, a “Nonparty Affiliate”) any of the foregoing shall have
any liabilities (whether in contract or in tort, in law or in equity, or granted by statute whether by or through attempted piercing
of the corporate, limited partnership or limited liability company veil) for any claims, causes of action, obligations or liabilities
arising under, out of, in connection with or related in any manner to the items in the immediately preceding clauses (a)
through (d).

 

SECTION
10.13               
Expenses.
Except as set forth in this Section 10.13 or elsewhere in this Agreement (including Section 3.04), all expenses incurred
in connection with this Agreement and the Transactions shall be paid by the party incurring such expenses, whether or not the Merger
or any other Transaction is consummated, except that the Company and Parent shall each pay one-half of all expenses relating to the fees,
costs and expenses incurred in connection with (a) obtaining customary D&O tail policies, (b) filings under the HSR Act or other
Antitrust Laws or in connection with any other regulatory approvals, (c) the preparation, filing and mailing of the Proxy Statement,
and (d) arranging the PIPE Financing; provided, that if the Merger is consummated, all such expenses, and any Transfer Taxes arising
as a result of the Merger, will be paid (or reimbursed, as applicable) from the proceeds of the Trust Account and the PIPE Financing.

 

SECTION
10.14               
Waiver
of Conflicts
. Recognizing that Davis Polk & Wardwell LLP (“Davis Polk”) has acted as legal counsel to Parent,
Merger Sub, Sponsor, certain Parent security holders and certain of their respective Affiliates prior to the Closing, and that Davis
Polk may act as legal counsel to Parent, the Surviving Corporation and one or more of its subsidiaries, Sponsor, certain Parent security
holders and certain of their respective Affiliates after the Closing, each of Parent and the Surviving Corporation (including on behalf
of the Surviving Corporation’s subsidiaries) hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any
conflicts that may arise in connection with Davis Polk’s representing Parent, Merger Sub, the Surviving Corporation, or any of
its subsidiaries, Sponsor, any Parent, security holder and any of their respective Affiliates after to the Closing. In addition, all
communications involving attorney-client confidences by or among Parent, Merger Sub, Sponsor, Parent security holders or their respective
Affiliates in the course of the negotiation, documentation and consummation of the Transactions will be deemed to be attorney-client
confidences that belong solely to Sponsor, such Parent security holder or such Affiliate (and not to Parent, the Surviving Corporation
or any of its subsidiaries). Accordingly, Parent and the Surviving Corporation, as the case may be, will not have access to any such
communications, or to the files of Davis Polk relating to such engagement, whether or not the Closing will have occurred. Without limiting
the generality of the foregoing, upon and after the Closing, (i) Sponsor or the applicable Parent security holder and its Affiliates

 

(and
not Parent, the Surviving Corporation or any of its subsidiaries) will be the sole holders of the attorney-client privilege with respect
to such engagement, and none of Parent, the Surviving Corporation and its subsidiaries will be a holder thereof, (ii) to the extent
that files of Davis Polk in respect of such engagement constitute property of the client, only Sponsor, the applicable Parent security
holder or their respective Affiliates (and not Parent, the Surviving Corporation or any of its subsidiaries) will hold such property
rights and (iii) Davis Polk will have no duty whatsoever to reveal or disclose any such attorney-client communications or files
to Parent after the Closing and before or after the Closing, the Surviving Corporation or any of its subsidiaries by reason of any attorney-client
relationship between Davis Polk and Parent and Merger Sub before the Closing and after the Closing, the Surviving Corporation and any
of its subsidiaries or otherwise. Notwithstanding the foregoing, in the event that a dispute arises between Parent, the Surviving Corporation
or any of its subsidiaries and a third party (other than a party to this Agreement or any of their respective Affiliates) after the Closing,
Parent and the Surviving Corporation (including on behalf of its subsidiaries) may assert the attorney-client privilege to prevent disclosure
of confidential communications by Davis Polk to such third party; provided, however, that neither Parent, the Surviving
Corporation, nor any of its subsidiaries may waive such privilege without the prior written consent of the Sponsor.

 

[Signature
Page Follows]

 

IN
WITNESS WHEREOF
, Parent, Merger Sub and the Company have caused this Agreement to be executed as of the date first written above
by their respective officers thereunto duly authorized.

 

      VIRGIN GROUP ACQUISITION CORP. II  
             
             
             
             
      By: /s/
Evan Lovell
 
        Name: Evan Lovell  
        Title: Chief Financial Officer  
             

 

 

 

 

[Signature Page to Agreement and Plan of Merger]

 

 

 

 

      TREEHOUSE MERGER SUB, INC.  
             
             
             
             
      By: /s/
Harold Brunink
 
        Name: Harold Brunink  
        Title: Secretary  
             

 

 

 

[Signature Page to Agreement and Plan of Merger]

 

 

 

      GROVE COLLABORATIVE, INC.   
             
             
             
             
      By: /s/
Stuart Landesberg
 
        Name: Stuart Landesberg  
        Title: Chief Executive Officer  
             

 

 

 

[Signature Page to Agreement and Plan of Merger]

  

Annex I

 

Earnout Merger
Consideration

$12.50 Earnout Shares and $15.00 Earnout Shares

 

This
Annex I sets forth the terms for the vesting and forfeiture of the $12.50 Earnout Shares and $15.00 Earnout Shares (each
as defined below), as applicable. Terms used but not defined in this Annex I shall have the meanings ascribed to such terms
in the other parts of this Agreement to which this Annex I is a part.

 

1.                 
7,000,000 of the Earnout Shares (such number of shares being referred to as the “$12.50 Earnout Shares”) will
automatically vest if the Stock Price equals or exceeds $12.50 per share on any twenty (20) Trading Days (which may be consecutive or
not consecutive) within any consecutive thirty (30) Trading Day period that occurs after the Closing Date and on or prior to the ten
(10) year anniversary of the Closing Date (the first occurrence of the foregoing is referred to herein as the “$12.50 Share
Price Milestone
” and the ten (10) year period following the Closing Date is referred to herein as the “Earnout Period”).

 

2.                 
7,000,000 of the Earnout Shares (such number of shares being referred to as the “$15.00 Earnout Shares”), and
if not previously vested, all of the $12.50 Earnout Shares, will automatically vest if the Stock Price equals or exceeds $15.00 per share
on any twenty (20) Trading Days (which may be consecutive or not consecutive) within any consecutive thirty (30) Trading Day period that
occurs after the Closing Date and on or prior to the expiration of the Earnout Period (the first occurrence of the foregoing is referred
to herein as the “$15.00 Share Price Milestone” and, each of the $15.00 Share Price Milestone and the $12.50 Share
Price Milestone, a “Milestone”).

 

3.                 
Subject to the limitations contemplated herein, each holder of Company Securities as of immediately prior to the Effective Time
shall have all of the rights of a stockholder with respect to the Earnout Shares, including the right to receive dividends and to vote
such shares; provided, that, subject to the vesting provisions of this Annex I, the Earnout Shares shall not entitle the
holder thereof to consideration in connection with any sale or other transaction, other than in connection with a Change of Control as
set forth below, and may not be Transferred by such holder or be subject to execution, attachment or similar process without the consent
of Newco, and shall bear a customary legend with respect to such transfer restrictions; provided, further, that Transfers are
permitted to Permitted Transferees who shall (a) be subject to the restrictions in this paragraph 3 as if they were the original
holders of such Earnout Shares and (b) promptly transfer such Earnout Shares back to the original holder thereof if they cease to be
a Permitted Transferee for any reason prior to the date such Earnout Shares become freely transferable in accordance herewith; provided,
further, that any such Permitted Transferee executes and delivers to Newco a written agreement, in form and substance reasonably
acceptable to Newco, agreeing to be bound by the restrictions in this paragraph 3. Any attempt to Transfer such Earnout Shares shall
be null and void.

 

4.                 
If, at any time prior to the expiration of the Earnout Period, any holder of Earnout Shares forfeits all or any portion of such
holder’s Converted Options or Converted RSU Awards, in accordance with the terms of such Converted Options or Converted RSU Awards,
all unvested

 

Earnout
Shares issued to such holder with respect to any such Converted Options or Converted RSU Awards shall be deemed to be automatically forfeited
to Newco and Newco shall then distribute such Earnout Shares to the other holder of Company Securities as of immediately prior to the
Effective Time on a pro rata basis based upon the allocation of Earnout Shares as of the Closing Date (but disregarding any Earnout Shares
forfeited by other holders of Earnout Shares with respect to any Converted Options or Converted RSU Awards in accordance herewith).

 

5.                 
If, upon the expiration of the Earnout Period, the $12.50 Share Price Milestone and/or the $15.00 Share Price Milestone have not
occurred, then all Earnout Shares which would vest in connection with such Milestone shall be automatically forfeited and deemed transferred
to Newco and shall be automatically cancelled by Newco and cease to exist. For the avoidance of doubt, prior to such forfeiture, all
Earnout Shares shall be entitled to any dividends or distributions made to the holders of Newco Common Stock and shall be entitled to
the voting rights generally granted to holders of Newco Common Stock.

 

6.                 
In the event of occurrence of any Milestone, as soon as practicable (but in any event within five (5) Business Days), Newco shall
deliver written notice to the holders of the Earnout Shares as of any such date regarding the vesting of the applicable Earnout Shares.

 

7.                 
In the event that after the Closing and prior to the expiration of the Earnout Period, (i) there is a Change of Control (or a
definitive agreement providing for a Change of Control has been entered into prior to expiration of the Earnout Period and such Change
of Control is ultimately consummated, even if such consummation occurs after the expiration of the Earnout Period), (ii) any liquidation,
dissolution or winding up of Newco (whether voluntary of involuntary) is initiated, (iii) any bankruptcy, reorganization, debt arrangement
or similar proceeding under any bankruptcy, insolvency or similar law, or any dissolution or liquidation proceeding, is instituted by
or against Newco, or a receiver is appointed for Newco or a substantial part of its assets or properties or (iv) Newco makes an assignment
for the benefit of creditors, or petitions or applies to any Governmental Authority for, or consents or acquiesces to, the appointment
of a custodian, receiver or trustee for all or substantially all of its assets or properties, then any Milestone that has not previously
occurred and the related vesting conditions shall be deemed to have occurred.

 

8.                 
For purposes hereof:

 

(i)                
a “Change of Control” means the occurrence in a single transaction or as a result of a series of related transactions,
of one or more of the following events:

 

(1) any person
or any group of persons acting together which would constitute a “group” for
purposes of Section 13(d) of the Exchange Act or any successor provisions thereto (a “Group”)
(excluding a corporation or other entity owned, directly or indirectly, by the stockholders
of Newco in substantially the same proportions as their ownership of stock of Newco) (x)
is or becomes the beneficial owner, directly or indirectly, of securities of Newco representing
more than fifty percent (50%) of the combined voting power of Newco’s then outstanding
voting securities or (y) has or acquires control of the Newco Board;

 

(2) a merger,
consolidation, reorganization or similar business combination transaction involving Newco,
and, immediately after the consummation of such transaction or series of transactions, either
(x) the Newco Board immediately prior to the merger or consolidation does not constitute
at least a majority of the board of directors of the company surviving the merger or, if
the surviving company is a Subsidiary, the ultimate parent thereof, or (y) the voting securities
of Newco immediately prior to such merger or consolidation do not continue to represent or
are not converted into more than fifty percent (50%) of the combined voting power of the
then outstanding voting securities of the person resulting from such transaction or series
of transactions or, if the surviving company is a Subsidiary, the ultimate parent thereof;
or

 

(3) the sale,
lease or other disposition, directly or indirectly, by Newco of all or substantially all
of the assets of Newco and its Subsidiaries, taken as a whole, other than such sale or other
disposition by Parent of all or substantially all of the assets of Newco and its Subsidiaries,
taken as a whole, to an entity at least a majority of the combined voting power of the voting
securities of which are owned by stockholders of Newco;

 

(ii)             
Permitted Transferee” means (A) in the case of an individual, (1) by gift to any person related to the applicable
holder by blood, marriage, or domestic relationship (“immediate family”), a charitable organization or a trust or
other entity formed for estate planning purposes for the benefit of an immediate family member, (2) by will, intestacy or by virtue of
laws of descent and distribution upon the death of such individual, or (3) pursuant to a qualified domestic relations order, or (B) in
the case of a corporation, limited liability company, partnership, trust or other entity, to any stockholder, member, partner or trust
beneficiary as part of a distribution, or to any corporation, partnership or other entity that is an affiliate (as defined in Rule 405
of the Securities Act of 1933, as amended) of the applicable holder.

 

(iii)           
Stock Price” means, on any date after the Closing, the volume weighted average price of the shares of Newco
Class A Common Stock reported as of such date by Bloomberg, or if not available on Bloomberg, as reported by Morningstar;

 

(iv)            
Trading Day” means any day on which trading is generally conducted on the New York Stock Exchange or any other
exchange on which the shares of Newco Class A Common Stock are traded and published; and

 

(v)              
Transfer” means the (A) sale or assignment of, offer to sell, contract or agreement to sell, gift, hypothecate,
pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment
or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning
of Section 16 of the Exchange Act with respect to, any security, (B) entry into any swap or other arrangement that transfers to another,
in whole or in part,

 

any
of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities,
in cash or otherwise, or (C) public announcement of any intention to effect any transaction specified in clause (A) or (B).

 

9.                 
If Newco shall, at any time or from time to time, after the date hereof effect a subdivision, share or stock split, share or stock
dividend, reorganization, combination, recapitalization or similar transaction affecting the outstanding shares of Parent Ordinary Shares
or Newco Common Stock, as applicable, the number of Earnout Shares subject to vesting pursuant to, and the stock price targets set forth
in, paragraphs 1 and 2 of this Annex I, shall be equitably adjusted for such subdivision, share or stock split, share or stock
dividend, reorganization, combination, recapitalization or similar transaction. Any adjustment under this paragraph shall become effective
at the close of business on the date the subdivision or combination becomes effective.

 

 

 

 

 

 

Exhibit
10.1

 

SPONSOR
LETTER AGREEMENT

 

This
SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of December 7, 2021, is made and entered into by and among
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 (as
defined below), the “Insiders”) and the Holders (as defined in the Registration Rights Agreement (as defined
below), together with Sponsor, the “Holders”) (each individually a “Party” and collectively
the “Parties”), in respect of and in reference to:

 

(A)  that
certain Underwriting Agreement dated March 22, 2021 (the “Underwriting Agreement”), between VGII and Credit Suisse,
as representative of the several Underwriters named in Schedule 1 thereto (the “Underwriters”);

 

(B)  that
certain Letter Agreement dated March 22, 2021 (the “Insider Letter”) among VGII, Sponsor and each of the Insiders;

 

(C)  that
certain Warrant Agreement dated March 22, 2021 (the “Warrant Agreement”), between VGII and Continental Stock Transfer
& Trust Company, a New York corporation, as warrant agent; and

 

(D)  that
certain Registration Rights Agreement dated March 22, 2021 (the “Registration Rights Agreement”) by and among VGII,
Sponsor and each of the other Holders.

 

RECITALS

 

WHEREAS,
contemporaneously with the execution and delivery of this Agreement, VGII, Grove Collaborative, and certain other persons party thereto,
have entered into an Agreement and Plan of Merger (as amended or modified from time to time, the “Transaction Agreement”)
whereby the parties thereto intend to effect a business combination between VGII and Grove Collaborative, on the terms and subject to
the conditions set forth therein (collectively, the “Transactions”), including the domestication of VGII into Delaware
as a corporation organized under the laws of the State of Delaware (the “Continuing Delaware Corporation”) pursuant
to Section 388 of the Delaware General Corporation Law (the “Domestication”);

 

WHEREAS,
as of the date hereof, Sponsor, each Insider and each Holder, in its respective capacity as such, is the holder of record and the “beneficial
owner” (within the meaning of Rule 13d-3 under the Exchange Act) of (i) the number of Class A ordinary shares, par value $0.0001,
of VGII (“Class A Shares”) set forth on Exhibit A attached hereto opposite such person’s name on such
Exhibit, (ii) private placement warrants (the “Warrants”) to purchase an aggregate number of Class A Shares set forth
on Exhibit A attached hereto opposite such person’s name on such Exhibit, and (iii) the number of Class B ordinary
shares, par value $0.0001, of VGII (“Class B Shares”) set forth on Exhibit A attached hereto opposite
such person’s name on such Exhibit;

 

WHEREAS,
as part of the Transactions, effective as of and contingent upon the Domestication, each of the Class A Shares and Class B Shares will
be converted, by operation of law, into the same number of shares of Class A Common Stock, par value $0.0001, of the Continuing Delaware
Corporation (“Class A Common Stock”);

 

WHEREAS,
each of the Parties desires to enter into and deliver this Agreement to facilitate the Transactions and the business combination to be
effected thereby, and to clarify and to the extent applicable waive or amend certain provisions of each of the Underwriting Agreement,
the Warrant Agreement, the Insider Letter and the Registration Rights Agreement (together, the “Affected Agreements”),
in each case on the terms and subject to the conditions herein; and

 

WHEREAS,
for purposes of this Agreement, capitalized terms used but not defined herein shall have the respective meanings ascribed to them in
the Transaction Agreement.

 

AGREEMENT

 

NOW,
THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, and intending to be legally bound hereby, the
Parties hereby agree (as applicable to such Party) as follows:

 

1.  
Underwriting Agreement. VGII and Credit Suisse, on its own behalf and as representative of the several Underwriters, hereby
agree as follows:

 

(a)  
The Underwriting Agreement provides for certain representations and warranties and agreements in relation to Ordinary Shares,
Founder Shares and the Amended and Restated Memorandum and Articles of Association (as such terms are defined in the Underwriting Agreement).
From and after the time and date of the Domestication, such terms shall be deemed to refer to the Class A Common Stock and the certificate
of incorporation and bylaws of the Continuing Delaware Corporation adopted in connection with the Domestication, respectively. In furtherance
thereof, the Domestication, and the conversion of the Class A Shares and Class B Shares into Class A Common Stock, respectively, and
the listing and registration of the Class A Common Stock in connection therewith, is hereby expressly permitted and agreed to by the
parties to the Underwriting Agreement, including for purposes of Sections 6(h), 6(k) and 6(aa) of the Underwriting Agreement. For the
avoidance of doubt, the representations and warranties and agreements of VGII set forth in the Underwriting Agreement shall survive the
Domestication and continue to be binding upon the Continuing Delaware Corporation, provided that the veracity of any representations
and warranties shall only be measured as of the date of consummation of the Offering, and are not continuing representations and warranties.

 

(b)  
From and after the Effective Time, all communications under the Underwriting Agreement sent to VGII (as the “Company
thereunder) shall be delivered to:

 

Grove Collaborative Holdings, Inc.
Attention: Delida Costin
1301 Sansome St.
San Francisco, California 94111

 

With copies to:

 

Sidley Austin LLP
Attention: Martin A. Wellington
1001 Page Mill Road
Building 1
Palo Alto, California 94304

Sidley Austin LLP
Attention: Joshua G. DuClos

 

1999 Avenue of the Stars
17th Floor
Los Angeles, California 90067

Sidley Austin LLP
Attention: Sara G. Duran
2021 McKinney Avenue
Suite 2000
Dallas, Texas 75201

 

2.  
Insider Letter. VGII, Sponsor and each Insider hereby agree as follows (and Credit Suisse, on its own behalf and as representative
of the several Underwriters, hereby consents and agrees to the following):

 

(a)  
Voting; Non-Redemption. The Insider Letter provides in Section 1 thereof for certain requirements of Sponsor and the Insiders
in respect of Business Combinations (as defined therein), including in respect of voting in favor thereof and forgoing redemption rights
in respect thereof. The Transactions constitute a Business Combination and Sponsor and each Insider will comply with its, his or her
respective obligations under such Section 1. In furtherance and not in limitation of the foregoing, at any duly called meeting of the
stockholders of VGII (or any adjournment or postponement thereof), and in any action by written consent of the shareholders of VGII requested
by VGII’s board of directors or undertaken as contemplated by the Transactions, Sponsor and each Insider shall, if a meeting is
held, appear at the meeting, in person or by proxy, or otherwise cause its Ordinary Shares (including, but not limited to, Founder Shares),
to be counted as present thereat for purposes of establishing a quorum, and Sponsor and each Insider shall vote or consent (or cause
to be voted or consented), in person or by proxy, all of such shares (i) in favor of the adoption of the Transaction Agreement and
approval of the Transactions (and any actions required in furtherance thereof), (ii) against any action, proposal, transaction or
agreement that would result in a breach in any respect of any representation, warranty, covenant, obligation or agreement of VGII or
Merger Sub contained in the Transaction Agreement, (iii) in favor of the proposals set forth in the Proxy Statement, and (iv) except
as set forth in the Proxy Statement, against the following actions or proposals: (A) any proposal in opposition to approval of the
Transaction Agreement or in competition with or materially inconsistent with the Transaction Agreement, (B) except for in connection
with the Domestication, any amendment of the certificate of incorporation or bylaws of VGII; (C)  except for in connection with
the Domestication, any change in VGII’s corporate structure or business; or (D) any other action or proposal involving VGII
or any of its subsidiaries that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay, postpone or
adversely affect the Transactions in any material respect or would reasonably be expected to result in any of VGII’s closing conditions
or obligations under the Transaction Agreement not being satisfied. Sponsor and each of the Insiders agree not to, and shall cause its
Affiliates not to, enter into any agreement, commitment or arrangement with any person, the effect of which would be inconsistent with
or violative of the provisions and agreements contained in this Section 2(a).

 

(b)  
Lock-Up. The Insider Letter provides in Section 7 thereof for certain restrictions on Transfer of Founder Shares and Class
A Ordinary Shares issued upon conversion thereof until the expiration of certain time periods or the happening of certain prior events.
Notwithstanding, and in precedence to, the Insider Letter, from and after the time and date of the Domestication, (i) references
in the Insider Letter to the Class A Shares and Class B Shares (including by reference to Units, Founder Shares and Warrants, among other
things) shall include the shares of Class A Common Stock issued upon conversion of such Class A Shares and Class B Shares in connection
with the Domestication, and (ii) 35% of the number of Class B Shares of Sponsor (such shares, together with the shares of Class A Common
Stock issued upon conversion of such shares in connection with the Domestication, the “Earn-Out Shares”), as further
set forth

 

under
the heading “Number of Earn-Out Shares” on Exhibit A attached hereto opposite Sponsor’s name on such Exhibit
(assuming no stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar
event occurs between the date hereof and the Closing), shall continue to be subject to the restrictions on transfer set forth in the
Insider Letter, and shall also be subject to the provisions set forth in Section 2(c), and the remaining 65% of such Class
B Shares (and the shares of Class A Common Stock issued upon conversion of such shares in connection with the Domestication) and Warrants
(and the shares of Class A Common Stock issued upon exercise of such Warrants) shall continue to be subject to the restrictions on transfer
set forth in Section 7 of the Insider Letter for the time periods set forth therein. Earn-Out Shares shall continue to be Earn-Out Shares
following their transfer to any permitted transferee under Section 7(c) of the Insider Letter.

 

(c)  
Earn-Out.

 

(i)  
With respect to the Earn-Out Shares, the Sponsor agrees that: (i) 50% of such Earn-Out Shares will automatically vest if the Stock
Price (as defined below) equals or exceeds $12.50 per share (the “$12.50 Share Price Milestone”) on any 20 Trading
Days (as defined below) (which may be consecutive or not consecutive) within any consecutive 30 Trading Day period that occurs after
the Closing Date and on or prior to the ten-year anniversary of the Closing Date (the “Earn-Out Period”); and (ii)
50% of such Earn-Out Shares will automatically vest if the Stock Price equals or exceeds $15.00 per share (the “$15.00 Share
Price Milestone
” and, each of the $15.00 Share Price Milestone and the $12.50 Share Price Milestone, a “Milestone”)
for any 20 Trading Days (which may be consecutive or not consecutive) within any consecutive 30 Trading Day period that occurs after
the Closing Date and on or prior to the expiration of the Earn-Out Period.

 

(ii)  
Subject to the limitations contemplated herein, the Sponsor shall have all of the rights of a stockholder of the Continuing Delaware
Corporation with respect to the Earn-Out Shares, including the right to receive dividends and to vote such shares; provided, that,
subject to the provisions of this Section 2(c), the Earn-Out Shares shall not entitle the Sponsor to consideration in connection
with any sale or other transaction, other than in connection with a Change of Control as set forth below, and may not be Transferred
by Sponsor or be subject to execution, attachment or similar process without the consent of the Continuing Delaware Corporation, and
shall bear a customary legend with respect to such transfer restrictions; provided, further, that Transfers are permitted to Permitted
Transferees who shall (A) be subject to the restrictions in this Section 2(c)(ii) as if they were the original holders of such Earn-Out
Shares and (B) promptly transfer such Earn-Out Shares back to the Sponsor if they cease to be a Permitted Transferee for any reason prior
to the date such Earn-Out Shares become freely transferable in accordance herewith; provided, further, that, any such Permitted
Transferee executes and delivers to the Continuing Delaware Corporation a written agreement, in form and substance reasonably acceptable
to the Continuing Delaware Corporation, agreeing to be bound by the restrictions herein. Any attempt to Transfer such Earn-Out Shares
shall be null and void.

 

(iii)  
If, upon the expiration of the Earn-Out Period, the $12.50 Share Price Milestone and/or the $15.00 Share Price Milestone have
not occurred, then all Earn-Out Shares which would have otherwise vested in connection with such Milestone shall be automatically forfeited
and deemed transferred to the Continuing Delaware Corporation and shall be automatically cancelled by the Continuing Delaware Corporation
and cease to exist. For the avoidance of doubt, prior to such forfeiture, all Earn-Out Shares shall be entitled to any dividends or distributions
made to the stockholders of the Continuing Delaware Corporation and shall be entitled to the voting rights generally granted to stockholders
of the Continuing Delaware Corporation.

 

(iv)  
In the event of occurrence of any Milestone, as soon as practicable (but in any event within five (5) Business Days), the Continuing
Delaware Corporation shall deliver written notice thereof to the Sponsor.

 

(v)  
In the event that after the Closing and prior to the expiration of the Earn-Out Period, (A) there is a Change of Control (or a
definitive agreement providing for a Change of Control has been entered into prior to expiration of the Earn-Out Period and such Change
of Control is ultimately consummated, even if such consummation occurs after the expiration of the Earn-Out Period), (B) any liquidation,
dissolution or winding up of the Continuing Delaware Corporation (whether voluntary of involuntary) is initiated, (C) any bankruptcy,
reorganization, debt arrangement or similar proceeding under any bankruptcy, insolvency or similar law, or any dissolution or liquidation
proceeding, is instituted by or against the Continuing Delaware Corporation, or a receiver is appointed for the Continuing Delaware Corporation
or a substantial part of its assets or properties or (D) the Continuing Delaware Corporation makes an assignment for the benefit of creditors,
or petitions or applies to any Governmental Authority for, or consents or acquiesces to, the appointment of a custodian, receiver or
trustee for all or substantially all of its assets or properties, then any Milestone that has not previously occurred and the related
vesting conditions shall be deemed to have occurred.

 

(vi)  
For purposes hereof:

 

(A)  
a “Change of Control” means the occurrence in a single transaction or as a result of a series of related transactions,
of one or more of the following events: (1) any person or any group of persons acting together which would constitute a “group”
for purposes of Section 13(d) of the Exchange Act or any successor provisions thereto (a “Group”) (excluding a corporation
or other entity owned, directly or indirectly, by the stockholders of the Continuing Delaware Corporation in substantially the same proportions
as their ownership of stock of the Continuing Delaware Corporation) (x) is or becomes the beneficial owner, directly or indirectly, of
securities of the Continuing Delaware Corporation representing more than fifty percent (50%) of the combined voting power of the Continuing
Delaware Corporation’s then outstanding voting securities or (y) has or acquires control of the board of directors of the Continuing
Delaware Corporation; (2) a merger, consolidation, reorganization or similar business combination transaction involving the Continuing
Delaware Corporation, and, immediately after the consummation of such transaction or series of transactions, either (x) the board of
directors of the Continuing Delaware Corporation immediately prior to the merger or consolidation does not constitute at least a majority
of the board of directors of the company surviving the merger or, if the surviving company is a subsidiary, the ultimate parent thereof,
or (y) the voting securities of the Continuing Delaware Corporation immediately prior to such merger or consolidation do not continue
to represent or are not converted into more than fifty percent (50%) of the combined voting power of the then outstanding voting securities
of the person resulting from such transaction or series of transactions or, if the surviving company is a subsidiary, the ultimate parent
thereof; or (3) the sale, lease or other disposition, directly or indirectly, by the Continuing Delaware Corporation of all or substantially
all of the assets of the Continuing Delaware Corporation and its subsidiaries, taken as a whole, other than such sale or other disposition
by VGII of all or substantially all of the assets of the Continuing Delaware Corporation and its subsidiaries, taken as a whole, to an
entity at least a majority of the combined voting power of the voting securities of which are owned by stockholders of the Continuing
Delaware Corporation;

 

(B)  
Permitted Transferee” means (1) in the case of an individual, (a) by gift to any person related to the applicable
holder by blood, marriage, or domestic relationship (“immediate family”), a charitable organization or a trust or
other entity formed for estate planning purposes for the benefit of an immediate family member, (b) by will, intestacy or by virtue of
laws of descent and distribution upon the death of such individual, or (c) pursuant to a qualified domestic relations order, or (2) in
the case of a corporation, limited liability company, partnership, trust or other entity, to any stockholder, member, partner or trust
beneficiary as part of a distribution, or to any corporation, partnership or other entity that is an affiliate (as defined in Rule 405
of the Securities Act of 1933, as amended) of the applicable holder;

 

(C)  
Stock Price” means, on any date after the Closing, the volume weighted average price of the shares of Class
A Common Stock reported as of such date by Bloomberg, or if not available on Bloomberg, as reported by Morningstar;

 

(D)  
Trading Day” means any day on which trading is generally conducted on the New York Stock Exchange or any other
exchange on which the shares of Common Stock are traded and published; and

 

(E)  
Transfer” means the (1) sale or assignment of, offer to sell, contract or agreement to sell, gift, hypothecate,
pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment
or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning
of Section 16 of the Exchange Act with respect to, any security, (2) entry into any swap or other arrangement that transfers to another,
in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by
delivery of such securities, in cash or otherwise, or (3) public announcement of any intention to effect any transaction specified in
clause (1) or (2).

 

(d)  
If the Continuing Delaware Corporation shall, at any time or from time to time, after the date hereof effect a subdivision, share
or stock split, share or stock dividend, reorganization, combination, recapitalization or similar transaction affecting the outstanding
Ordinary Shares or shares of Class A Common Stock, as applicable, the number of Earn-Out Shares subject to vesting pursuant to, and the
stock price targets set forth in, subsection (i) of Section 2(c), shall be equitably adjusted for such subdivision, share or stock
split, share or stock dividend, reorganization, combination, recapitalization or similar transaction. Any adjustment under this paragraph
shall become effective at the close of business on the date the subdivision or combination becomes effective. For the avoidance of doubt,
the Transactions shall not constitute an event requiring an equitable adjustment hereunder.

 

3.  
Working Capital Loans. The Prospectus (as such term is defined in the Underwriting Agreement) permits loans made by the
Sponsor or an affiliate of the Sponsor or any of VGII’s officers or directors (each, a “Lender”), on such terms
as to be determined by VGII from time to time, to finance transaction costs in connection with an intended initial Business Combination
(“Working Capital Loans”). Each of the Insider Letter, the Warrant Agreement and the Registration Rights Agreement
contemplates that up to $1,500,000 of Working Capital Loans may be convertible into warrants at a price of $1.50 per warrant, at the
option of the Lender. VGII, Sponsor and each Insider, each on its own behalf and on behalf of its affiliates (including the officers
and directors of VGII), hereby agrees, and shall take such necessary or appropriate actions so as to ensure, that each and any Working
Capital Loan shall be repaid solely in cash, at or prior to the Closing, and that no Working Capital Loan will be converted into warrants
or other securities (derivative or otherwise) of VGII, notwithstanding any provisions of the Insider Letter, the Warrant Agreement or
any other agreement to the contrary.

 

4.  
Registration Rights Agreement. Each of VGII, Sponsor, and each Holder hereby agree that the Registration Rights Agreement
is being amended and restated in its entirety, and superseded, in connection with the Closing, and until such time as the Closing occurs
(or this Agreement is terminated in accordance with its terms), all references in the Registration Rights Agreement to the Founder Shares
Lock-Up Period shall mean the period of restriction on Transfer of the Founder Shares set forth in Section 2(b) of this Agreement.

 

5.  
Anti-Dilution Adjustment Waiver. Sponsor, who is the holder of at least a majority of the outstanding Class B Shares, hereby
waives on behalf of the holders of all Class B Shares, pursuant to and in compliance with the provisions of the Amended and Restated
Memorandum and Articles of Association of VGII (the “Articles”), any adjustment to the conversion ratio set forth
in Section 17 of the Articles, and any rights to other anti-dilution protections with respect to the Class B Shares (or the shares of
Class B Common Stock issued upon conversion thereof in connection with the Domestication), that may result from the PIPE Financing and/or
the consummation of the Transactions.

 

6.  
Representations and Warranties of Sponsor and the Insiders. Each of Sponsor and each Insider hereby represents and warrants,
severally but not jointly, to Grove Collaborative and VGII as follows:

 

(a)  
Binding Agreement. Each of Sponsor and each Insider (i) if a natural person, is of legal age to execute this Agreement
and is legally competent to do so and (ii) if not a natural person, (A) is a corporation, limited liability company or partnership
duly organized and validly existing under the laws of the jurisdiction of its organization and (B) has all necessary power and authority
to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby by Sponsor and such Insider has been duly authorized by all necessary corporate,
limited liability or partnership action on the part of Sponsor and such Insider, as applicable. This Agreement, assuming due authorization,
execution and delivery hereof by the other Parties, constitutes a legal, valid and binding obligation of Sponsor and such Insider, enforceable
against Sponsor or such Insider, as applicable, in accordance with its terms (except as such enforceability may be limited by bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general applicability relating to or affecting
creditor’s rights, and to general equitable principles).

 

(b)  
Ownership of Shares. Exhibit A attached hereto sets forth opposite such Person’s name the number of all of
the Class A Shares, Class B Shares and Warrants over which such Person has beneficial ownership as of the date hereof. As of the date
hereof, such Person is the lawful owner of the Class A Shares, Class B Shares and Warrants denoted as being owned by such Person on Exhibit
A
and has the sole power to vote or cause to be voted such Class A Shares and Class B Shares and, assuming the exercise of the Warrants,
the Class A Shares underlying such Warrants. Sponsor or such Insider, as applicable, has good and valid title to the Class A Shares,
Class B Shares and Warrants denoted as being owned by Sponsor or such Insider, as applicable, on Exhibit A, free and clear of
any and all Liens, other than those created by this Agreement, those imposed by the Insider Letter and those imposed by applicable Law,
including federal and state securities Laws. There are no claims for finder’s fees or brokerage commissions or other like payments
in connection with this Agreement or the transactions contemplated hereby payable by Sponsor or such Insider pursuant to arrangements
made by Sponsor or such Insider. Except for the Class A Shares, Class B Shares and Warrants denoted on Exhibit A, as of the date
of this Agreement, neither Sponsor nor such Insider is a beneficial owner or record holder of any (i) equity securities of VGII, (ii)
securities of VGII having the right to vote on any matters on which the holders of equity securities of VGII may vote or which are convertible
into or exchangeable for, at any time, equity securities of VGII, or (iii) options or other rights to acquire from VGII any equity securities
or securities convertible into or exchangeable for equity securities of VGII.

 

(c)  
No Conflicts.

 

(i)  
No filing with, or notification to, any Governmental Authority, and no consent, approval, authorization or permit of any other
Person is necessary for the execution of this Agreement by Sponsor or such Insider and the consummation by Sponsor and such Insider of
the transactions contemplated hereby. If such Insider is a natural person, no consent of such Insider’s spouse is necessary under
any “community property” or other Laws in order for such Insider to enter into and perform its obligations under this Agreement.

 

(ii)  
None of the execution and delivery of this Agreement by Sponsor or such Insider, the consummation by Sponsor or such Insider,
as applicable, of the transactions contemplated hereby or compliance by Sponsor or such Insider, as applicable, with any of the provisions
hereof shall (A) conflict with or result in any breach of the organizational documents of Sponsor or such Insider, as applicable,
(B) result in, or give rise to, a violation or breach of or a default under any of the terms of any material contract to which Sponsor
or such Insider, as applicable, is a party or by which such Sponsor or such Insider, as applicable, or any of their respective Class
A Shares, Class B Shares or Warrants or assets may be bound, or (C) violate any applicable order, writ, injunction, decree, Law,
statute, rule or regulation of any Governmental Authority, except for any of the foregoing in clauses (A) through (C) as would
not reasonably be expected to materially impair Sponsor’s or such Insider’s ability to perform its obligations under this
Agreement in any material respect.

 

(d)  
No Inconsistent Agreements. Each of Sponsor and such Insider hereby covenants and agrees that, except for this Agreement,
Sponsor and such Insider, as applicable, (i) has not entered into, nor will enter into at any time while this Agreement remains in effect,
any voting agreement or voting trust with respect to Sponsor’s or such Insider’s Class A Shares or Class B Shares, as applicable,
inconsistent with Sponsor’s or such Insider’s obligations pursuant to this Agreement, (ii) has not granted, nor will grant
at any time while this Agreement remains in effect, a proxy, consent or power of attorney with respect to Sponsor’s or such Insider’s
Class A Shares or Class B Shares, as applicable, and (iii) has not entered into any agreement or knowingly taken any action (nor will
enter into any agreement or knowingly take any action) that would make any representation or warranty of Sponsor or such Insider contained
herein untrue or incorrect in any material respect or have the effect of preventing Sponsor or such Insider from performing any of its
material obligations under this Agreement.

 

(e)  
Adequate Information. Each of Sponsor and such Insider is a sophisticated stockholder and has adequate information concerning
the business and financial condition of VGII and Grove Collaborative to make an informed decision regarding the Transactions and has
independently and without reliance upon VGII or Grove Collaborative and based on such information as each of Sponsor and such Insider
has deemed appropriate, made its own analysis and decision to enter into this Agreement. Each of Sponsor and such Insider acknowledges
that Grove Collaborative has not made and does not make any representation or warranty, whether express or implied, of any kind or character
except as expressly set forth in this Agreement. Each of Sponsor and such Insider acknowledges that the agreements contained herein with
respect to the Class A Shares, Class B Shares and Warrants held by Sponsor or such Insider, as applicable, are irrevocable.

 

(f)  
Absence of Litigation. As of the date hereof, there is no Action pending or, to the knowledge of Sponsor or such Insider,
as applicable, threatened, against Sponsor or such Insider that would reasonably be expected to materially impair the ability of Sponsor
or such Insider, as applicable, to perform Sponsor’s or such Insider’s obligations hereunder or to consummate the transactions
contemplated hereby.

 

7.  
Representations and Warranties of Grove Collaborative. Grove Collaborative hereby represents to Sponsor, the Insiders and
VGII as follows:

 

(a)  
Binding Agreement. Grove Collaborative is a corporation duly organized and validly existing under the Laws of the State
of Delaware. Grove Collaborative has all necessary corporate power and authority to execute and deliver this Agreement and to consummate
the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated
hereby by Grove Collaborative have been duly authorized by all necessary corporate actions on the part of Grove Collaborative. This Agreement,
assuming due authorization, execution and delivery hereof by the other Parties, constitutes a legal, valid and binding obligation of
Grove Collaborative enforceable against Grove Collaborative in accordance with its terms (except as such enforceability may be limited
by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general applicability relating to
or affecting creditor’s rights, and to general equitable principles).

 

(b)  
No Conflicts.

 

(i)  
No filing with, or notification to, any Governmental Authority, and no consent, approval, authorization or permit of any other
Person is necessary for the execution of this Agreement by Grove Collaborative and the consummation by Grove Collaborative of the transactions
contemplated hereby.

 

(ii)  
None of the execution and delivery of this Agreement by Grove Collaborative, the consummation by Grove Collaborative of the transactions
contemplated hereby or compliance by Grove Collaborative with any of the provisions hereof shall (A) conflict with or result in
any breach of the organizational documents of Grove Collaborative, (B) result in, or give rise to, a violation or breach of or a
default under any of the terms of any material contract, understanding, agreement or other instrument or obligation to which Grove Collaborative
is a party or by which Grove Collaborative or any of its assets may be bound, or (C) violate any applicable order, writ, injunction,
decree, Law, statute, rule or regulation of any Governmental Authority, except for any of the foregoing as would not reasonably be expected
to impair Grove Collaborative’s ability to perform its obligations under this Agreement in any material respect.

 

8.  
Representations and Warranties of VGII. VGII hereby represents and warrants to Sponsor, the Insiders and Grove Collaborative
as follows:

 

(a)  
Binding Agreement. VGII is a an exempted company incorporated with limited liability in the Cayman Islands, and is duly
organized and validly existing under the Laws of the Cayman Islands. VGII has all necessary corporate power and authority to execute
and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby by VGII have been duly authorized by all necessary corporate actions on the part
of VGII. This Agreement, assuming due authorization, execution and delivery hereof by the other Parties, constitutes a legal, valid and
binding obligation of VGII enforceable against VGII in accordance with its terms (except as such enforceability may be limited by bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general applicability relating to or affecting
creditor’s rights, and to general equitable principles).

 

(b)  
No Conflicts.

 

(i)  
No filing with, or notification to, any Governmental Authority, and no consent, approval, authorization or permit of any other
Person is necessary for the execution of this Agreement by VGII and the consummation by VGII of the transactions contemplated hereby.

 

(ii)  
None of the execution and delivery of this Agreement by VGII, the consummation by VGII of the transactions contemplated hereby
or compliance by VGII with any of the provisions hereof shall (A) conflict with or result in any breach of the organizational documents
of Grove Collaborative, (B) result in, or give rise to, a violation or breach of or a default under any of the terms of any material
contract, understanding, agreement or other instrument or obligation to which VGII is a party or by which VGII or any of its assets may
be bound, or (C) violate any applicable order, writ, injunction, decree, Law, statute, rule or regulation of any Governmental Authority,
except for any of the foregoing as would not reasonably be expected to impair VGII’s ability to perform its obligations under this
Agreement in any material respect.

 

9.  
Acknowledgment. Each Party understands and acknowledges that each of the other Parties is entering into the Transaction
Agreement in reliance upon such Party’s execution and delivery of this Agreement. Such Party has had the opportunity to read the
Transaction Agreement, this Agreement and the Affected Agreements and has had the opportunity to consult with its tax and legal advisors
in respect thereof.

 

10.  
Termination. This Agreement and all of its provisions shall automatically terminate and be of no further force or effect
upon the termination of the Transaction Agreement in accordance with its terms. Upon such termination of this Agreement, all obligations
of the Parties under this Agreement will terminate, without any liability or other obligation on the part of any Party to any person
in respect hereof or the transactions contemplated hereby.

 

11.  
Governing Law. This Agreement, the rights and duties of the Parties, and any disputes (whether in contract, tort or statute)
arising out of, under or in connection with this Agreement will be governed by and construed and enforced in accordance with the Laws
of the State of Delaware, without giving effect to its principles or rules of conflict of laws to the extent such principles or rules
would require or permit the application of the Laws of another jurisdiction. The Parties irrevocably and unconditionally submit to the
exclusive jurisdiction of the United States District Court for the District of Delaware or, if such court does not have jurisdiction,
the Delaware state courts located in Wilmington, Delaware, in any action arising out of or relating to this Agreement. The Parties irrevocably
agree that all such claims shall be heard and determined in such a Delaware federal or state court, and that such jurisdiction of such
courts with respect thereto will be exclusive. Each Party hereby waives, and agrees not to assert, as a defense in any action, suit or
proceeding arising out of or relating to this Agreement that it is not subject to such jurisdiction, or that such action, suit or proceeding
may not be brought or is not maintainable in such courts or that the venue thereof may not be appropriate or that this Agreement may
not be enforced in or by such courts. The Parties hereby consent to and grant any such court jurisdiction over the person of such Parties
and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with any such action,
suit or proceeding in the manner provided in Section 14 or in such other manner as may be permitted by law, will be
valid and sufficient service thereof.

 

12.  
Waiver of Jury Trial. To the extent not prohibited by applicable law that cannot be waived, each of the Parties irrevocably
waives any right it may have to trial by jury in respect of any litigation based on, arising out of, under or in connection with this
Agreement or any course of conduct, course of dealing, verbal or written statement or action of any Party or thereto, in each case, whether
now existing or hereafter arising, and whether in contract, tort, statute, equity or otherwise. Each Party hereby further agrees and
consents that any such litigation shall be decided by court trial without a jury and that the Parties to this Agreement may file a copy
of this Agreement with any court as written evidence of the consent of the Parties to the waiver of their right to trial by jury.

 

13.  
Assignment. This Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the Parties
and their respective heirs, successors and permitted assigns. Neither this

 

Agreement
nor any of the rights, interests or obligations hereunder will be assigned (including by operation of law) without the prior written
consent of the Parties.

 

14.  
Specific Performance. The Parties agree that irreparable damage may occur in the event that any of the provisions of this
Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that monetary
damages may not be an adequate remedy for such breach and the non-breaching Party shall be entitled to injunctive relief, in addition
to any other remedy that such Party may have in law or in equity, and to enforce specifically the terms and provisions of this Agreement
in the chancery court or any other state or federal court within the State of Delaware. Without limiting the foregoing, each of the Parties
acknowledges and agrees that Grove Collaborative is a beneficiary of each of the provisions of this Agreement and has the right to enforce
the same it its own name.

 

15.  
Amendment. This Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated, except
upon the execution and delivery of a written agreement executed by all of the Parties.

 

16.  
Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction,
the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable
only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

 

17.  
Notices. All notices, consents, waivers and other communications under this Agreement must be in writing and will be deemed
to have been duly given (a) if personally delivered, on the date of delivery; (b) if delivered by express courier service of national
standing for next day delivery (with charges prepaid), on the Business Day following the date of delivery to such courier service; (c)
if delivered by telecopy (with confirmation of delivery), on the date of transmission if on a Business Day before 5:00 p.m. local time
of the recipient Party (otherwise on the next succeeding Business Day); (d) if delivered by electronic mail, on the date of transmission
if on a Business Day before 5:00 p.m. local time of the business address of the recipient Party (otherwise on the next succeeding Business
Day); and (e) if deposited in the United States mail, first-class postage prepaid, on the date of delivery, in each case to the appropriate
addresses or electronic mail addresses set forth below (or to such other addresses or electronic mail addresses as a Party may designate
by notice to the other Parties in accordance with this Section 17):

 

(a)  
If to VGII, to its address of record under the Transaction Agreement;

 

(b)  
If to Credit Suisse as representative of the several Underwriters, to its address of record under the Underwriting Agreement;

 

(c)  
If to the Sponsor or to the Insiders, to their respective addresses of record under the Insider Letter; and

 

(d)  
If to the Holders, to their respective addresses of record under the Registration Rights Agreement.

 

18.  
Counterparts. This Agreement may be executed in two or more counterparts (any of which may be delivered by facsimile or
electronic transmission), each of which shall constitute an original, and all of which taken together shall constitute one and the same
instrument.

 

19.  
Entire Agreement. In the event and to the extent that there shall be a conflict between the provisions of this Agreement
and the provisions of any Affected Agreement, this Agreement shall control

 

with
respect to the subject matter thereof. This Agreement and the Transaction Agreement constitute the entire agreement and understanding
of the Parties in respect of the subject matter hereof and supersedes all prior understandings, agreements or representations by or among
the Parties to the extent they relate in any way to the subject matter hereof.

 

[Signature Page
Follows
]

 

IN
WITNESS WHEREOF, the Parties have each caused this VGII Letter Agreement to be duly executed as of the date first written above.

 

  VGII: VIRGIN ACQUISITION CORP. II
         
         
    By:    
      Name:  
      Title:  
         
  CREDIT SUISSE: CREDIT SUISSE SECURITIES (USA) LLC
         
         
    By:    
      Name:  
      Title:  
         
    Acting on behalf of itself and as the representative of the several Underwriters
         
  SPONSOR: VIRGIN GROUP ACQUISITION SPONSOR II LLC
         
    By:  
         
         
         
    By:  
      Name:  
      Title:  
         
         
  INSIDERS:  
    RAYHAN ARIF, individual
         
         
     
    CHRIS BURGGRAEVE, individually
         
         
     
    LATIF PERACHA, individually
         
         
     
    ELIZABETH NELSON, individually

[Signature Page to VGII Letter Agreement.]

   
  Evan Lovell, individually
   
   
   
  Josh Bayliss, individually

[Signature Page to VGII Letter Agreement.]

  GROVE COLLABORATIVE, INC.
       
       
       
  By:  
    Name:  
    Title:  

[Signature Page to VGII Letter Agreement.]

EXHIBIT A

 

Name Number
of Class A
Shares Currently Held
Number
of Class A Shares Issuable Upon exercise of Warrants Currently Held
Number
of Class B
Shares Currently Held
Number
of
Earn-Out Shares
Sponsor:        
Virgin
Acquisition Sponsor II LLC
       
Insiders:         
Rayhan
Arif
       
Josh
Bayliss
       
Chris
Burggraeve
       
Evan
Lovell
       
Elizabeth
Nelson
       
Latif
Peracha
       
Holders:        
Virgin
Acquisition Sponsor II LLC
 

 

Exhibit 10.2

 

SUBSCRIPTION
AGREEMENT

 

This SUBSCRIPTION
AGREEMENT (this “Subscription Agreement”) is entered into this seventh day of December 2021, by and between Virgin
Group Acquisition Corp. II, a Cayman Islands exempted company (the “Issuer”), and the undersigned (“Subscriber
or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto
in the Business Combination Agreement (as defined below).

 

WHEREAS, the Issuer,
Grove Collaborative, Inc., a Delaware public benefit corporation (“Grove”), and the other parties named therein will,
immediately following the execution of this Subscription Agreement, enter into that certain Agreement and Plan of Merger, dated as of
the date hereof (as amended, modified, supplemented or waived from time to time in accordance with its terms, the “Business
Combination Agreement
”), pursuant to which the Issuer will redomesticate as a public benefit corporation organized under the
state of Delaware (the “Redomestication”), and immediately thereafter a wholly owned subsidiary of the Issuer will
merge with and into Grove, with Grove surviving as a wholly owned subsidiary of the Issuer (together with the other transactions contemplated
by the Business Combination Agreement, the “Transactions”);

 

WHEREAS, in connection
with the Transactions, Subscriber desires to subscribe for and purchase from the Issuer, immediately following the Redomestication, that
number of shares of the Issuer’s Class A common stock (the “Common Shares”) set forth on the signature page
hereto (the “Subscribed Shares”) for a purchase price of $10.00 per share (the “Per Share Price”),
and for the aggregate purchase price set forth on the signature page hereto (the “Purchase Price”), and the Issuer
desires to issue and sell to Subscriber the Subscribed Shares in consideration of the payment of the Purchase Price therefor by or on
behalf of Subscriber to the Issuer, all on the terms and subject to the conditions set forth herein; and

 

WHEREAS, certain
other “qualified institutional buyers” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities
Act
”)) or “accredited investors” (within the meaning of Rule 501(a) under the Securities Act) (each, an “Other
Subscriber
”) have, severally and not jointly, entered into separate subscription agreements with the Issuer (the “Other
Subscription Agreements
”), pursuant to which such Other Subscribers have agreed to purchase Common Shares on the Closing Date
(as defined below) at the same per share purchase price as Subscriber, and the aggregate amount of securities to be sold by the Issuer
pursuant to this Subscription Agreement and the Other Subscription Agreements equals, as of the date hereof, [–] Common Shares.

 

NOW, THEREFORE,
in consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, herein contained,
and intending to be legally bound hereby, the parties hereto hereby agree as follows:

 

For ease of administration,
this single Subscription Agreement is being executed so as to enable each Subscriber identified on the signature page to enter into a
Subscription Agreement, severally, but not jointly. The parties agree that (i) this Subscription Agreement shall be treated as if it
were a separate agreement with respect to each Subscriber listed on the signature page, as if each Subscriber entity had executed a separate
Subscription Agreement naming only itself as

 

Subscriber, and (ii)
no Subscriber listed on the signature page shall have any liability under the Subscription Agreement for the obligations of any Other
Subscriber so listed. The decision of Subscriber to purchase the Subscribed Shares pursuant to this Subscription Agreement has been made
by Subscriber independently of any Other Subscriber or any other investor and independently of any information, materials, statements
or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, condition (financial or
otherwise) or prospects of the Issuer, Grove or any of their respective subsidiaries which may have been made or given by any Other Subscriber
or investor or by any agent or employee of any Other Subscriber or investor, and neither Subscriber nor any of its agents or employees
shall have any liability to any Other Subscriber or investor (or any other person) relating to or arising from any such information,
materials, statements or opinions. Nothing contained herein or in any Other Subscription Agreement, and no action taken by Subscriber
or investor pursuant hereto or thereto, shall be deemed to constitute Subscriber and Other Subscribers or other investors as a partnership,
an association, a joint venture or any other kind of entity, or create a presumption that Subscriber and Other Subscribers or other investors
are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Subscription
Agreement and the Other Subscription Agreements. Subscriber acknowledges that no Other Subscriber has acted as agent for Subscriber in
connection with making its investment hereunder and no Other Subscriber will be acting as agent of Subscriber in connection with monitoring
its investment in the Subscribed Shares or enforcing its rights under this Subscription Agreement. Subscriber shall be entitled to independently
protect and enforce its rights, including without limitation the rights arising out of this Subscription Agreement, and it shall not
be necessary for any Other Subscriber or investor to be joined as an additional party in any proceeding for such purpose.

 

1.  
Subscription. Subject to the terms and conditions hereof, at the Closing (as defined below), Subscriber hereby agrees,
to subscribe for and purchase, and the Issuer hereby agrees to issue and sell to Subscriber, upon the payment of the Purchase Price,
the Subscribed Shares (such subscription and issuance, the “Subscription”). Notwithstanding anything herein to the
contrary, the consummation of the Subscription is contingent upon the substantially concurrent occurrence of the closing of the Transactions
as further described herein. Each of the parties hereto acknowledge and agree that the Subscribed Shares that will be issued pursuant
hereto shall be shares of common stock in a Delaware public benefit corporation (and not shares in a Cayman Islands exempted company).

 

2.  
Representations, Warranties and Agreements.

 

2.1.  
Subscriber’s Representations, Warranties and Agreements. To induce the Issuer to issue the Subscribed Shares, Subscriber
hereby represents and warrants to the Issuer and acknowledges and agrees with the Issuer, as of the date hereof and as of the Closing
Date, as follows:

 

2.1.1.  
If Subscriber is not an individual, Subscriber has been duly formed or incorporated and is validly existing in good standing under
the laws of its jurisdiction of incorporation or formation, with power and authority to enter into, deliver and perform its obligations
under this Subscription Agreement. If Subscriber is an

 

individual,
Subscriber has the capacity to enter into, deliver and perform its obligations under this Subscription Agreement.

 

2.1.2.  
If Subscriber is not an individual, this Subscription Agreement has been duly authorized, validly executed and delivered by Subscriber.
If Subscriber is an individual, the signature on this Subscription Agreement is genuine, and Subscriber has legal competence and capacity
to execute the same. Assuming that this Subscription Agreement constitutes the valid and binding agreement of the Issuer, this Subscription
Agreement is the valid and binding obligation of Subscriber, and is enforceable against Subscriber in accordance with its terms, except
as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws
relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity.

 

2.1.3.  
The execution, delivery and performance by Subscriber of this Subscription Agreement and the consummation of the transactions
contemplated herein do not and will not (i) if Subscriber is not an individual, result in any violation of the provisions of the organizational
documents of Subscriber or any of its subsidiaries or (ii) result in any violation of any statute or any judgment, order, rule or regulation
of any court or governmental agency or body, domestic or foreign, having jurisdiction over Subscriber that would reasonably be expected
to have a material adverse effect on the legal authority and ability of Subscriber to enter into and timely perform its obligations under
this Subscription Agreement (a “Subscriber Material Adverse Effect”).

 

2.1.4.  
Subscriber (i) is (a) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an “accredited
investor” within the meaning of Rule 501(a) under the Securities Act, (b) an Institutional Account as defined in FINRA Rule 4512(c)
and (c) a sophisticated institutional investor, experienced in investing in transactions of the type contemplated by this Subscription
Agreement and capable of evaluating investment risks independently, in each case, satisfying the applicable requirements set forth on
Schedule I, (ii) is acquiring the Subscribed Shares only for its own account and not for the account of others, or if Subscriber
is subscribing for the Subscribed Shares as a fiduciary or agent for one or more investor accounts, each owner of such account is a qualified
institutional buyer, and Subscriber has full investment discretion with respect to each such account, and the full power and authority
to make the acknowledgements, representations, warranties and agreements herein on behalf of each owner of each such account, for investment
purposes only and not with a view to any distribution of the Subscribed Shares in any manner that would violate the securities laws of
the United States or any other applicable jurisdiction and (iii) is not acquiring the Subscribed Shares with a view to, or for offer
or sale in connection with, any distribution thereof in violation of the Securities Act (and shall provide the requested information
on Schedule I following the signature page hereto). Subscriber is not an entity formed for the specific purpose of acquiring the
Subscribed Shares.

 

2.1.5.  
Subscriber understands that the Subscribed Shares are being offered in a transaction not involving any public offering within
the meaning of the Securities Act and that the Subscribed Shares have not been registered under the

 

Securities
Act. Except in respect of any stock lending program, Subscriber understands that the Subscribed Shares may not be resold, transferred,
pledged or otherwise disposed of by Subscriber absent an effective registration statement under the Securities Act, except (i) to the
Issuer or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur solely outside the United States within
the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements
of the Securities Act, and in each of cases (i) and (iii), in accordance with any applicable securities laws
of the states and other jurisdictions of the United States, and that the Subscribed Shares shall be subject to a legend to such effect
(provided that such legends will be eligible for removal upon compliance with the relevant resale provisions of Rule 144 and as set forth
in this Subscription Agreement). Subscriber acknowledges that the Subscribed Shares will not be eligible for resale pursuant to Rule
144A promulgated under the Securities Act. Subscriber understands and agrees that the Subscribed Shares will be subject to the foregoing
restrictions and, as a result, Subscriber may not be able to readily resell the Subscribed Shares and may be required to bear the financial
risk of an investment in the Subscribed Shares for an indefinite period of time. Subscriber understands that it has been advised to consult
independent legal counsel prior to making any offer, resale, pledge or transfer of any of the Subscribed Shares. Subscriber has determined
based on its own independent review and such professional advice as it deems appropriate that the Subscribed Shares are a suitable investment
for Subscriber, notwithstanding the substantial risks inherent in investing in or holding the Subscribed Shares, and that Subscriber
is able at this time and in the foreseeable future to bear the economic risk of a total loss of Subscriber’s investment in the
Issuer. Subscriber acknowledges specifically that a possibility of total loss exists. Subscriber will not look to the Placement Agents
for all or part of any such loss or losses Subscriber may suffer.

 

2.1.6.  
Subscriber understands and agrees that Subscriber is purchasing the Subscribed Shares directly from the Issuer. Subscriber further
acknowledges that there have been no representations, warranties, covenants or agreements made to Subscriber by the Issuer, Grove, or
any of their respective officers or directors, expressly or by implication, other than those representations, warranties, covenants and
agreements expressly set forth in this Subscription Agreement.

 

2.1.7.  
If Subscriber is an employee benefit plan that is subject to Title I of the Employee Retirement Income Security Act of 1974, as
amended (“ERISA”), Subscriber represents and warrants that its acquisition and holding of the Subscribed Shares will
not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Internal Revenue Code
of 1986, as amended (the “Code”), or any applicable other federal, state, local, non-U.S. or other laws or regulations
that are similar to such provisions of ERISA or the Code (collectively, “Similar Laws”).

 

2.1.8.  
In making its decision to purchase the Subscribed Shares, Subscriber represents that it has relied solely upon independent investigation
made by Subscriber and the representations, warranties and covenants of the Issuer contained in this Subscription Agreement. Without
limiting the generality of the foregoing, Subscriber

 

has not
relied on any statements or other information provided by anyone (including Credit Suisse Securities (USA) LLC and Morgan Stanley &
Co. LLC (collectively, in their capacity as placement agents, the “Placement Agents”)), other than the Issuer and
its representatives concerning the Issuer or the Subscribed Shares or the offer and sale of the Subscribed Shares. Subscriber acknowledges
and agrees that Subscriber has received access to and has had an adequate opportunity to review such information as Subscriber deems
necessary in order to make an investment decision with respect to the Subscribed Shares, including with respect to the Issuer, Grove
and the Transactions. Subscriber represents and agrees that Subscriber and Subscriber’s professional advisor(s), if any, have had
the full opportunity to ask such questions, receive such answers and obtain such information as Subscriber and Subscriber’s professional
advisor(s), if any, have deemed necessary to make an investment decision with respect to the Subscribed Shares. Subscriber represents
and warrants it is relying exclusively on its own investment analysis and due diligence (including professional advice it deems appropriate)
with respect to the Transactions, the Subscribed Shares and the business, condition (financial and otherwise), management, operations,
properties and prospects of the Issuer and Grove including but not limited to all business, legal, regulatory, accounting, credit and
tax matters. Subscriber further acknowledges that Subscriber has not relied upon the Placement Agents in connection with Subscriber’s
due diligence review of the offering of the Subscribed Shares and the Issuer.

 

2.1.9.  
Subscriber acknowledges and agrees that (a) it has been informed that each of the Placement Agents is acting solely as placement
agent in connection with the Transactions and is not acting as an underwriter or in any other capacity in connection with the Subscriptions
and is not and shall not be construed as a fiduciary for Subscriber in connection with the Transactions, (b) the Placement Agents have
not made and will not make any representation or warranty, whether express or implied, of any kind or character and have not provided
any advice or recommendation in connection with the Transactions, in each case, to Subscriber (c) the Placement Agents will have no responsibility
to Subscriber with respect to (i) any representations, warranties or agreements made by any person or entity under or in connection with
the Transactions or any of the documents furnished pursuant thereto or in connection therewith, or the execution, legality, validity
or enforceability (with respect to any person) or any thereof, or (ii) the business, condition (financial and otherwise), management,
operations, properties or prospects of, the Issuer, Grove or the Transactions, and (d) the Placement Agents, their respective affiliates
or any control persons, officers, directors, employees, partners, agents or representatives of the Placement Agents, shall have no liability
or obligation (including without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards,
liabilities, costs, expenses or disbursements incurred by Subscriber) to the maximum extent permitted by applicable law, whether in contract,
tort or otherwise, to Subscriber, or to any person claiming through Subscriber, in respect of the Transactions. Subscriber further acknowledges
that Morgan Stanley & Co. LLC is acting as financial advisor to Grove in connection with the Transactions. Issuer and Grove are solely
responsible for paying any fees or other commission owed to the Placement Agents in connection with the Transactions.

 

2.1.10.  
Subscriber became aware of this offering of the Subscribed Shares solely by means of direct contact between Subscriber and the
Issuer or one of their respective representatives. Subscriber did not become aware of this offering of the Subscribed Shares, nor were
the Subscribed Shares offered to Subscriber, by any general solicitation. Subscriber acknowledges that the Issuer represents and warrants
that the Subscribed Shares were not offered by any form of general solicitation or general advertising, including methods described in
section 502(c) of Regulation D under the Securities Act.

 

2.1.11.  
Subscriber understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the
Subscribed Shares or made any findings or determination as to the fairness of an investment in the Subscribed Shares.

 

2.1.12.  
Subscriber represents and warrants that Subscriber is not (i) a person or entity named on the List of Specially Designated Nationals
and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”)
or in any Executive Order issued by the President of the United States and administered by OFAC (“OFAC List”), or
a person or entity prohibited by any OFAC sanctions program, (ii) a Designated National as defined in the Cuban Assets Control Regulations,
31 C.F.R. Part 515 or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Subscriber agrees
to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that Subscriber is permitted
to do so under applicable law. If Subscriber is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.),
as amended by the USA PATRIOT Act of 2001, and its implementing regulations (collectively, the “BSA/PATRIOT Act”),
Subscriber represents that it maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT
Act. Subscriber also represents that, to the extent required, it maintains policies and procedures reasonably designed for the screening
of its investors against the OFAC sanctions programs, including the OFAC List. Subscriber further represents and warrants that, to the
extent required, it maintains policies and procedures reasonably designed to ensure that the funds held by Subscriber and used to purchase
the Subscribed Shares were legally derived.

 

2.1.13.  
If Subscriber is an employee benefit plan that is subject to Title I of ERISA, a plan, an individual retirement account or other
arrangement that is subject to section 4975 of the Code or an employee benefit plan that is a governmental plan (as defined in section
3(32) of ERISA), a church plan (as defined in section 3(33) of ERISA), a non-U.S. plan (as described in section 4(b)(4) of ERISA) or
other plan that is not subject to the foregoing but may be subject to provisions under any other Similar Laws or an entity whose underlying
assets are considered to include “plan assets” of any such plan, account or arrangement (each, a “Plan”),
Subscriber represents and warrants that neither the Issuer nor any of its affiliates (the “Transaction Parties”) has
acted as the Plan’s fiduciary, or has been relied on for advice, with respect to its decision to acquire and hold the Subscribed
Shares, and none of the Transaction Parties shall at any time be

 

relied upon
as the Plan’s fiduciary with respect to any decision to acquire, continue to hold or transfer the Subscribed Shares.

 

2.1.14.  
Subscriber is not a foreign person (as defined in 31 C.F.R. Part 800.224) in which the national or subnational governments of
a single foreign state have a substantial interest (as defined in 31 C.F.R. Part 800.244) and that will acquire a substantial interest
in the Issuer as a result of the purchase and sale of Subscribed Shares hereunder such that a declaration to the Committee on Foreign
Investment in the United States would be mandatory under 31 C.F.R. Part 800.401, and no foreign person will have control (as defined
in 31 C.F.R. Part 800.208) over the Issuer from and after the Closing as a result of the purchase and sale of the Subscribed Shares hereunder.

 

2.1.15.  
On each date the Purchase Price would be required to be funded to the Issuer pursuant to Section 3.1, Subscriber
will have sufficient immediately available funds to pay the Purchase Price pursuant to Section 3.1.

 

2.1.16.  
No broker, finder or other financial consultant has acted on behalf of Subscriber in connection with this Subscription Agreement
or the transactions contemplated hereby in such a way as to create any liability on the Issuer.

 

2.1.17.  
Subscriber agrees that, from the date of this Subscription Agreement until the Closing or the earlier termination of this Subscription
Agreement, none of Subscriber, its controlled affiliates, or any person or entity acting on behalf of Subscriber or any of its controlled
affiliates or pursuant to any understanding with Subscriber or any of its controlled affiliates will engage in any Short Sales with respect
to securities of the Issuer. For the purposes hereof, “Short Sales” shall include, without limitation, all “short
sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, and all types of direct and indirect stock
pledges (other than pledges in the ordinary course of business as part of prime brokerage arrangements), forward sale contracts, options,
puts, calls, swaps and similar arrangements (including on a total return basis), including through non-U.S. broker dealers or foreign
regulated brokers. Notwithstanding the foregoing, (a) nothing herein shall prohibit any entities under common management or that share
an investment advisor with Subscriber (including Subscriber’s controlled affiliates and/or affiliates) from entering into any Short
Sales and (b) in the case of a Subscriber that is a multimanaged investment vehicle whereby separate portfolio managers manage separate
portions of such Subscriber’s assets, this Section 2.1.17 shall only apply with respect to the portion of assets managed by the
portfolio manager that made the investment decision to purchase the Subscribed Shares covered by this Subscription Agreement. For the
avoidance of doubt, this Section 2.1.17 shall not apply to (i) any sale (including the exercise of any redemption right) of securities
of the Issuer (A) held by the Subscriber, its controlled affiliates or any person or entity acting on behalf of the Subscriber or any
of its controlled affiliates prior to the execution of this Subscription Agreement or (B) purchased by the Subscriber, its controlled
affiliates or any person or entity acting on behalf of the Subscriber or any of its controlled affiliates in an open market transaction
after the execution of this Subscription Agreement or (ii) ordinary course, non-speculative hedging transactions.

 

2.2.  
Issuer’s Representations, Warranties and Agreements. To induce Subscriber to purchase the Subscribed Shares, the
Issuer hereby represents and warrants to Subscriber and agrees with Subscriber, as of the date hereof and as of the Closing Date, as
follows:

 

2.2.1.  
The Issuer has been duly incorporated and (i) is validly existing and in good standing under the laws of its jurisdiction of incorporation
or formation, (ii) is duly licensed or qualified to conduct its business and, if applicable, in good standing under the laws of each
jurisdiction (other than its jurisdiction of incorporation) in which the conduct of its business or the ownership of its properties or
assets requires such license or qualification, except, with respect to the foregoing clause (ii), where the failure to be in good standing
would not reasonably be expected to have an Issuer Material Adverse Effect (as defined below), (iii) has all requisite power and authority
to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations
under this Subscription Agreement. As of the Closing Date, the Issuer will be duly incorporated, validly existing and in good standing
under the laws of the State of Delaware.

 

2.2.2.  
The Subscribed Shares will be duly authorized and, when issued and delivered to Subscriber against full payment for the Subscribed
Shares, will be free and clear of all liens or other restrictions (other than arising under applicable securities laws) in accordance
with the terms of this Subscription Agreement and registered with the Issuer’s transfer agent, the Subscribed Shares will be validly
issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights under
the Issuer’s constitutive agreements or applicable law.

 

2.2.3.  
This Subscription Agreement has been duly authorized, validly executed and delivered by the Issuer and, assuming that this Subscription
Agreement constitutes the valid and binding obligation of Subscriber, is the valid and binding obligation of the Issuer, and is enforceable
against Issuer in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally and (ii) principles of
equity, whether considered at law or equity.

 

2.2.4.  
The execution, delivery and performance of this Subscription Agreement (including compliance by the Issuer with all of the provisions
hereof), the issuance and sale of the Subscribed Shares and the consummation of the other transactions contemplated herein, including
the Transactions, will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a
default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Issuer
or any of its subsidiaries pursuant to the terms of any indenture, mortgage, charge, deed of trust, loan agreement, lease, license or
other agreement or instrument to which the Issuer or any of its subsidiaries is a party or by which the Issuer or any of its subsidiaries
is bound or to which any of the property or assets of the Issuer or any of its subsidiaries is subject, which would reasonably be expected
to have a material adverse effect on the business, properties, financial condition, stockholders’ equity or results of operations
of the Issuer and Grove and their respective

 

subsidiaries,
taken as a whole or materially and adversely affects the ability of the Issuer to timely perform its obligations under this Subscription
Agreement, in each case subject to the exceptions in the definition of Company Material Adverse Effect in the Business Combination Agreement
mutatis mutandis (collectively, an “Issuer Material Adverse Effect”), (ii) result in any violation of the provisions
of the organizational documents of the Issuer or any of its subsidiaries or (iii) result in any violation of any statute or any judgment,
order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer or any
of its subsidiaries or any of its properties that would reasonably be expected to have an Issuer Material Adverse Effect.

 

2.2.5.  
Neither the Issuer, nor any person acting on its behalf has, directly or indirectly, made any offers or sales of any security
of the Issuer nor solicited any offers to buy any security under circumstances that would adversely affect reliance by the Issuer on
Section 4(a)(2) of the Securities Act for the exemption from registration for the transactions contemplated hereby or would require registration
of the issuance of the Subscribed Shares under the Securities Act.

 

2.2.6.  
Neither the Issuer, nor any person acting on its behalf has conducted any general solicitation or general advertising, including
methods described in section 502(c) of Regulation D under the Securities Act, in connection with the offer or sale of any of the Subscribed
Shares and neither the Issuer, nor any person acting on its behalf has offered any of the Subscribed Shares in a manner involving a public
offering under, or in a distribution in violation of, the Securities Act or any state securities laws.

 

2.2.7.  
Concurrently with the execution and delivery of this Subscription Agreement, the Issuer is entering into the Other Subscription
Agreements providing for the sale of an aggregate of [–] Common Shares for an aggregate purchase price of $[–](including the Subscribed
Shares purchased and sold under this Subscription Agreement ). Other than the Other Subscription Agreements, the Issuer has not entered
into any side letter or agreement (written or oral) with any Other Subscriber or any other investor relating to or modifying such Other
Subscriber’s or investor’s direct or indirect investment in the Issuer. The Other Subscription Agreements reflect the same
Per Share Price and terms that are not materially more favorable from an economic perspective to any similarly situated Other Subscriber
thereunder than the terms of this Subscription Agreement. The Other Subscription Agreements have not been amended in any material respect
following the date of this Subscription Agreement.

 

2.2.8.  
As of the date of this Subscription Agreement, the authorized share capital of the Issuer consists of 200,000,000 Class A ordinary
shares, 20,000,000 Class B ordinary shares and 1,000,000 preference shares, $0.0001 par value each and as of the date immediately prior
to the Transactions, the authorized share capital of the Issuer will consist of 200,000,000 Class A ordinary shares, 20,000,000 Class
B ordinary shares and 1,000,000 preference shares, $0.0001 par value each. All issued and outstanding ordinary shares of the Issuer have
been duly authorized and validly issued, are fully paid, non-assessable and are not subject to preemptive or similar rights. There are
no shareholder agreements, voting trusts or other agreements or understandings to

 

which the
Issuer is a party or by which it is bound relating to the voting of any securities of the Issuer, other than as contemplated by the Business
Combination Agreement and the Ancillary Agreements (as defined in the Business Combination Agreement). There are no securities or instruments
issued by or to which the Issuer is a party containing anti-dilution or similar provisions that will be triggered by the issuance of
(i) the Subscribed Shares or (ii) the shares to be issued pursuant to any Other Subscription Agreement that have not been or will not
be validly waived on or prior to the closing of the Transactions.

 

2.2.9.  
Assuming the accuracy of Subscriber’s representations and warranties set forth in Section 2.1 of this
Subscription Agreement, (i) no registration under the Securities Act is required for the offer and sale of the Subscribed Shares by the
Issuer to Subscriber and (ii) no consent, approval, order or authorization of, or registration, qualification, designation, declaration
or filing with, any federal, state or local governmental authority is required on the part of the Issuer in connection with the consummation
of the transactions contemplated by this Subscription Agreement, except for filings pursuant to Regulation D of the Securities Act and
applicable state securities laws and filings required to consummate the Transactions as provided under the Business Combination Agreement.

 

2.2.10.  
As of the date hereof, there are no pending or, to the knowledge of the Issuer, threatened, suits, claims, actions, or proceedings,
which, if determined adversely, would, individually or in the aggregate, reasonably be expected to have an Issuer Material Adverse Effect.
As of the date hereof, there is no unsatisfied judgment , any open injunction, or any decree, ruling or order of any governmental authority
or arbitrator outstanding against or binding upon the Issuer, which would, individually or in the aggregate, reasonably be expected to
have an Issuer Material Adverse Effect.

 

2.2.11.  
The Issuer is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or
registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person
in connection with the execution, delivery and performance by the Issuer of this Subscription Agreement (including, without limitation,
the issuance of the Subscribed Shares), other than (i) filings with the Commission, (ii) filings required by applicable state or federal
securities laws, (iii) filings required in accordance with Section ‎‎4, (iv) those required by the New York Stock
Exchange (the “NYSE”) or Nasdaq, and (v) filings, the failure of which to obtain would not be reasonably be expected
to have, individually or in the aggregate, an Issuer Material Adverse Effect.

 

2.2.12.  
At Closing, the Issuer will be classified as a domestic corporation for U.S. federal income tax purposes.

 

2.2.13.  
The Issuer made available to Subscriber (including via the Commission’s EDGAR system) a true, correct and complete copy
of each form, report, statement, schedule, prospectus, proxy, registration statement and other documents filed by the Issuer with the
Commission prior to the date of this Subscription Agreement (the “SEC Documents”), which SEC Documents, as of their
respective filing dates, complied in all material respects with the requirements of the Exchange Act applicable to the SEC

 

Documents
and the rules and regulations of the Commission promulgated thereunder and applicable to the SEC Documents. As of their respective dates,
all SEC Documents required to be filed by the Issuer with the Commission prior to the date hereof complied in all material respects with
the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder.
None of the SEC Documents filed under the Exchange Act, contained, when filed or, if amended prior to the date of this Subscription Agreement,
as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omitted
to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading. The Issuer has timely filed each report, statement, schedule, prospectus, and registration statement
that the Issuer was required to file with the Commission since its inception and through the date hereof. As of the date hereof, there
are no material outstanding or unresolved comments in comment letters from the Commission staff with respect to any of the SEC Documents.
The financial statements of Issuer included in the SEC Documents complied in all material respects with applicable accounting requirements
and the rules and regulations of the SEC with respect thereto as in effect at the time of filing and fairly present in all material respects
the financial condition of Issuer as of and for the dates thereof and the results of operations and cash flows for the periods then ended,
subject, in the case of unaudited statements, to normal, year-end audit adjustments, and such financial statements have been prepared
in conformity with GAAP applied on a consistent basis during the periods involved (except as may be disclosed therein or in the notes
thereto, and except that the unaudited financial statements may not contain all footnotes required by GAAP); except, in each case, as
set forth in any subsequent SEC Document filed or furnished with the SEC on or prior to the date hereof.

 

2.2.14.  
No broker, finder or other financial consultant has acted on behalf of the Issuer in connection with this Subscription Agreement
or the transactions contemplated hereby in such a way as to create any liability on Subscriber.

 

2.2.15.  
The Issuer is not, and immediately after receipt of payment for the Subscribed Shares will not be, an “investment company”
within the meaning of the Investment Company Act of 1940, as amended.

 

2.2.16.  
Issuer represents and warrants that Issuer is not (i) a person or entity named on OFAC List, or a person or entity prohibited
by any OFAC sanctions program, (ii) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515 or (iii)
a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Subscriber agrees to provide law enforcement
agencies, if requested thereby, such records as required by applicable law, provided that Issuer is permitted to do so under applicable
law. If Issuer is a financial institution subject to the BSA/PATRIOT Act, Issuer represents that it maintains policies and procedures
reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. Issuer also represents that, to the extent required,
it maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including
the OFAC List. Issuer further represents and warrants that,

 

to the extent
required, it maintains policies and procedures reasonably designed to ensure that the funds held by Issuer were legally derived.

 

2.2.17.  
The Issuer is not in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute
a default or violation) of any term, condition or provision of (i) the organizational documents of the Issuer, (ii) any loan or credit
agreement, guarantee, note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which, as of the date
of this Subscription Agreement, the Issuer is a party or by which the Issuer’s properties or assets are bound or (iii) any statute
or any judgment, order, rule or regulation of any court or governmental agency, taxing authority or regulatory body, domestic or foreign,
having jurisdiction over the Issuer or any of its properties, except, in the case of clauses (ii) and (iii), for defaults or violations
that have not had and would not be reasonably likely to have, individually or in the aggregate, an Issuer Material Adverse Effect.

 

2.2.18.  
The Issuer is in compliance with all applicable laws, except where such non-compliance would not be reasonably likely to have
an Issuer Material Adverse Effect.

 

2.2.19.  
As of the date hereof, the issued and outstanding Class A ordinary shares, $0.0001 par value, of the Issuer (the “Class
A Shares
”) are registered pursuant to Section 12(b) of the Exchange Act, and are listed for trading on NYSE under the symbol
“VGII”. There is no suit, action, proceeding or investigation pending or, to the knowledge of the Issuer, threatened against
the Issuer by NYSE or the Commission with respect to any intention by such entity to deregister the Class A Shares or prohibit or terminate
the listing of the Class A Shares on NYSE. The Issuer has taken no action that is designed to terminate the registration of the Class
A Shares under the Exchange Act or the listing of the Class A Shares on the NYSE. Following the Redomestication, the Class A Shares are
expected to be registered under the Exchange Act and listed for trading on the NYSE or Nasdaq.

 

2.2.20.  
Upon consummation of the Transactions, the issued and outstanding Shares will continue to be registered pursuant to Section 12(b)
of the Exchange Act and will be listed for trading on the NYSE.

 

3.  
Settlement Date and Delivery.

 

3.1.  
Closing. The closing of the Subscription contemplated hereby (the “Closing”) shall occur on the date
of, and immediately prior to (but subject to), the consummation of the Transactions (the date of the Closing, the “Closing Date”).
Upon written notice from (or on behalf of) the Issuer to Subscriber (the “Closing Notice”) at least five (5) Business
Days prior to the date that the Issuer reasonably expects all conditions to the closing of the Transactions to be satisfied (the “Expected
Closing Date
”), upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 3, Subscriber shall
deliver to the Issuer, the Purchase Price for the Subscribed Shares, (i) no later than two (2) Business Days prior to the Expected Closing
Date by wire transfer of United States dollars in immediately available funds to the account specified by the Issuer in the Closing Notice,
such funds to be held by the

 

Issuer in escrow until
the Closing, or (ii) on the Closing Date, following Subscriber’s receipt of reasonably acceptable evidence from the Company’s
transfer agent showing Subscriber as the owner of the Subscribed Shares on and as of the Closing Date, to an account specified by the
Issuer and as otherwise mutually agreed by Subscriber and the Issuer acting reasonably (“Alternative Settlement Procedures”).
For the avoidance of doubt, mutually agreeable Alternative Settlement Procedures shall include, without limitation, Subscriber delivering
to the Issuer on the Closing Date the Purchase Price for the Subscribed Shares by wire transfer of U.S. dollars in immediately available
funds to the account specified by the Issuer in the Closing Notice against delivery to the undersigned of the Subscribed Shares. On the
Closing Date, the Issuer shall issue to Subscriber (or the funds and accounts designated by Subscriber if so designated by Subscriber,
or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable, the Subscribed
Shares, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws),
which Subscribed Shares, unless otherwise determined by the Issuer, shall be uncertificated, with record ownership reflected only in
the register of shareholders of the Issuer and shall, prior to Subscriber delivering the funds on the Closing Date, provide evidence
of such issuance from the Issuer’s transfer agent showing Subscriber as the owner of the Subscribed Shares on and as of the Closing
Date. If the Transactions are not consummated within three (3) Business Days after the Expected Closing Date, the Issuer shall promptly
(but no later than one (1) Business Day thereafter) return the Purchase Price to Subscriber by wire transfer of United States dollars
in immediately available funds to an account specified by Subscriber, and the Subscribed Shares shall be cancelled. Notwithstanding such
return, (i) a failure to close on the Expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions
to Closing set forth in this Section 3 to be satisfied or waived on or prior to the Closing Date, and (ii) unless and until this Subscription
Agreement is terminated in accordance with Section 5 hereof, Subscriber shall remain obligated (A) to redeliver funds on the new Closing
Date to the Issuer following the Issuer’s delivery to Subscriber of a new Closing Notice and (B) to consummate the Closing upon
satisfaction of the conditions set forth in this Section 3. For purposes of this Subscription Agreement, “Business Day
means any day that, in New York, New York, is neither a legal holiday nor a day on which banking institutions are generally authorized
or required by law or regulation to close.

 

3.2.  
Conditions to Closing of the Issuer.

 

The Issuer’s
obligations to sell and issue the Subscribed Shares at the Closing are subject to the fulfillment or (to the extent permitted by applicable
law) written waiver by the Issuer, on or prior to the Closing Date, of each of the following conditions:

 

3.2.1.  
Representations and Warranties Correct. The representations and warranties made by Subscriber in Section 2.1
hereof shall be true and correct in all material respects when made (unless they specifically speak as of another date in which case
they shall be true and correct in all material respects as of such date) (other than representations and warranties that are qualified
as to materiality or Subscriber Material Adverse Effect, which representations and warranties shall be true and correct in all respects),
and shall be true and correct in all material respects on and as of the Closing Date (unless they specifically speak as of another date
in which case they shall be true and correct in all material respects as of such date) (other than representations and

 

warranties
that are qualified as to materiality or Subscriber Material Adverse Effect, which representations and warranties shall be true in all
respects) with the same force and effect as if they had been made on and as of said date, but in each case without giving effect to consummation
of the Transactions.

 

3.2.2.  
Compliance with Covenants. Subscriber shall have performed, satisfied and complied in all respects with the covenants,
agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by Subscriber at or prior
to the Closing, except where the failure of such performance or compliance would not or would not reasonably be expected to prevent,
materially delay, or materially impair the ability of Subscriber to consummate the Closing.

 

3.2.3.  
Closing of the Transactions. All conditions precedent to each of the Issuer’s and Grove’s obligations to consummate,
or cause to be consummated, the Transactions set forth in the Business Combination Agreement shall have been satisfied or waived by the
party entitled to the benefit thereof under the Business Combination Agreement (other than those conditions that may only be satisfied
at the consummation of the Transactions, but subject to satisfaction or waiver by such party of such conditions as of the consummation
of the Transactions), and the Transactions will be consummated immediately following the Closing.

 

3.2.4.  
Legality. There shall not be in force any order, judgment, injunction, decree, writ, stipulation, determination or award,
in each case, entered by or with any governmental authority, statute, rule or regulation enjoining or prohibiting the consummation of
the Subscription.

 

3.3.  
Conditions to Closing of Subscriber.

 

Subscriber’s
obligation to purchase the Subscribed Shares at the Closing is subject to the fulfillment or (to the extent permitted by applicable law)
written waiver by Subscriber, on or prior to the Closing Date, of each of the following conditions:

 

3.3.1.  
Representations and Warranties Correct. The representations and warranties made by the Issuer in Section 2.2
hereof shall be true and correct in all material respects when made (unless they specifically speak as of another date in which case
they shall be true and correct in all material respects as of such date) (other than representations and warranties that are qualified
as to materiality or Issuer Material Adverse Effect, which representations and warranties shall be true and correct in all respects),
and shall be true and correct in all material respects on and as of the Closing Date (unless they specifically speak as of another date
in which case they shall be true and correct in all material respects as of such date) (other than representations and warranties that
are qualified as to materiality or Issuer Material Adverse Effect, which representations and warranties shall be true and correct in
all respects) with the same force and effect as if they had been made on and as of said date, but in each case without giving effect
to consummation of the Transactions.

 

3.3.2.  
Compliance with Covenants. The Issuer shall have performed, satisfied and complied in all respects with the covenants,
agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by the Issuer at or prior
to the Closing, except where the failure of such performance or compliance would not or would not reasonably be expected to prevent,
materially delay, or materially impair the ability of the Issuer to consummate the Closing.

 

3.3.3.  
Closing of the Transactions. All conditions precedent to the consummation of the Transactions set forth in the Business
Combination Agreement shall have been satisfied or waived by the party entitled to the benefit thereof under the Business Combination
Agreement (other than those conditions that may only be satisfied at the consummation of the Transactions, but subject to satisfaction
or waiver by such party of such conditions as of the consummation of the Transactions), and the Transactions will be consummated immediately
following the Closing.

 

3.3.4.  
Legality. There shall not be in force any order, judgment, injunction, decree, writ, stipulation, determination or award,
in each case, entered by or with any governmental authority, statute, rule or regulation enjoining or prohibiting consummation of the
transactions contemplated by this Subscription Agreement or the Transactions and no such governmental authority shall have instituted
or threatened in writing a proceeding seeking to impose any such restraint or prohibition.

 

3.3.5.  
Amendment of Business Combination Agreement. The terms of the Business Combination Agreement shall not have been amended
in a manner that would reasonably be expected to materially and adversely affect the economic benefits that Subscriber (in its capacity
as such) would reasonably expect to receive under this Subscription Agreement unless Subscriber has consented in writing to such amendment.

 

3.3.6.  
Listing. No suspension of the qualification of the Common Shares for offering or sale or trading in any jurisdiction, and
no suspension or removal from listing of the Common Shares on the NYSE or Nasdaq, and no initiation or threatening of any proceedings
for any of such purposes or delisting, shall have occurred, and the Subscribed Shares shall be approved for listing on the NYSE or Nasdaq,
as applicable, subject to official notice of issuance.

 

3.3.7.  
Amendment of Other Subscription Agreements. There shall have been no amendment, waiver or modification to the Other Subscription
Agreements (including via side letter or other agreement) that materially economically benefits the Other Subscribers thereunder unless
the Subscriber has been offered the same benefits.

 

4.  
Registration Statement.

 

4.1.  
The Issuer agrees that, within twenty (20) business days after the consummation of the Transactions (the “Filing Date”),
the Issuer will file with the Commission (at the Issuer’s sole cost and expense) a registration statement (the “Registration
Statement
”) registering the resale of the Subscribed Shares (the “Registrable Securities”), and the Issuer
shall use its commercially reasonable efforts to have the Registration Statement declared

 

effective as soon
as practicable after the filing thereof, but no later than the earlier of (i) the 60th calendar day (or 90th calendar day if the Commission
notifies the Issuer that it will “review” the Registration Statement) following the Closing Date and (ii) the 5th Business
Day after the date the Issuer is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement
will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Date”);
provided, however, that the Issuer’s obligations to include the Registrable Securities in the Registration Statement are contingent
upon Subscriber furnishing a completed and executed selling shareholders questionnaire in customary form to the Issuer that contains
the information required by Commission rules for a Registration Statement regarding Subscriber, the securities of the Issuer held by
Subscriber and the intended method of disposition of the Registrable Securities to effect the registration of the Registrable Securities,
and Subscriber shall execute such documents in connection with such registration as the Issuer may reasonably request that are customary
of a selling stockholder in similar situations, including providing that the Issuer shall be entitled to postpone and suspend the effectiveness
or use of the Registration Statement, if applicable, as permitted hereunder; provided, that Subscriber shall not in connection with the
foregoing be required to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability
to transfer the Registrable Securities. For purposes of clarification, any failure by the Issuer to file the Registration Statement by
the Filing Date or to effect such Registration Statement by the Effectiveness Date shall not otherwise relieve the Issuer of its obligations
to file or effect the Registration Statement as set forth above in this Section 4. For purposes of this Section
4
, Registrable Securities shall include, as of any date of determination, the Subscribed Shares and any other equity
security of the Issuer issued or issuable with respect to the Subscribed Shares by way of share split, dividend, distribution, recapitalization,
merger, exchange, replacement or similar event or otherwise and “Subscriber” shall include any person to which the rights
under this Section 4 shall have been duly assigned. The Issuer will provide a draft of the Registration Statement to Subscriber for review
at least two (2) business days in advance of filing the Registration Statement. In no event shall Subscriber be identified as a statutory
underwriter in the Registration Statement unless requested by the Commission and consented to by the Subscriber. If the Commission requests
that Subscriber be identified as a statutory underwriter in the Registration Statement, Subscriber will have an opportunity to withdraw
from the Registration Statement. Notwithstanding the foregoing, if the Commission prevents the Issuer from including any or all of the
Subscribed Shares proposed to be registered for resale under the Registration Statement due to limitations on the use of Rule 415 of
the Securities Act for the resale of the Subscribed Shares by the applicable shareholders or otherwise, (i) such Registration Statement
shall register for resale such number of Subscribed Shares which is equal to the maximum number of Subscribed Shares as is permitted
by the Commission and (ii) the number of Subscribed Shares to be registered for each selling shareholder named in the Registration Statement
shall be reduced pro rata among all such selling shareholders; and as promptly as practicable after being permitted to register additional
Subscribed Shares under Rule 415 under the Securities Act, the Issuer shall amend the Registration Statement or file a new Registration
Statement to register such Subscribed Shares not included in the initial Registration Statement and cause such amendment or Registration
Statement to become effective as promptly as practicable.

 

4.2.  
In the case of the registration effected by the Issuer pursuant to this Subscription Agreement, the Issuer shall, upon reasonable
request, inform Subscriber as to the status of such registration. At its expense the Issuer shall:

 

4.2.1.  
except for such times as the Issuer is permitted hereunder to suspend the use of the prospectus forming part of a Registration
Statement, use its commercially reasonable efforts to keep such registration, and any qualification, exemption or compliance under state
securities laws which the Issuer determines to obtain, continuously effective with respect to Subscriber, and to keep the applicable
Registration Statement or any subsequent shelf registration statement free of any material misstatements or omissions, until the earlier
of the following: (i) Subscriber ceases to hold any Registrable Securities and (ii) the date all Registrable Securities held by Subscriber
may be sold without restriction under Rule 144, including without limitation, any volume and manner of sale restrictions which may be
applicable to affiliates under Rule 144 and without the requirement for the Issuer to be in compliance with the current public information
required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable); provided, that for as long as the Registration Statement shall remain
effective pursuant to the immediately preceding sentence, the Issuer will use commercially reasonable efforts to file all reports, and
provide all customary and reasonable cooperation, necessary to enable Subscriber to resell the Subscribed Shares pursuant to the Registration
Statement, and update or amend the Registration Statement as necessary to include the Subscribed Shares.

 

4.2.2.  
advise Subscriber, as promptly as practicable but in any event within five (5) Business Days:

 

(a)  
when a Registration Statement or any post-effective amendment thereto has become effective;

 

(b)  
of any request by the Commission for amendments or supplements to any Registration Statement or the prospectus included therein
or for additional information;

 

(c)  
of the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or the initiation
of any proceedings for such purpose;

 

(d)  
of the receipt by the Issuer of any notification with respect to the suspension of the qualification of the Registrable Securities
included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and

 

(e)  
subject to the provisions in this Subscription Agreement, of the occurrence of any event that requires the making of any changes
in any Registration Statement or prospectus so that, as of such date, the statements therein are not misleading and do not omit to state
a material fact required to be stated therein or necessary to make the statements therein (in the case of a

 

prospectus,
in the light of the circumstances under which they were made) not misleading.

 

Notwithstanding
anything to the contrary set forth herein, the Issuer shall not, when so advising Subscriber of such events, provide Subscriber with
any material, nonpublic information regarding the Issuer or subject the Subscriber to any duty of confidentiality;

 

4.2.3.  
use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration
Statement as soon as reasonably practicable;

 

4.2.4.  
upon the occurrence of any event contemplated in Section 4.2.2(d), except for such times as the Issuer is permitted
hereunder to suspend, and has suspended, the use of a prospectus forming part of a Registration Statement, the Issuer shall use its commercially
reasonable efforts to as soon as reasonably practicable prepare a post-effective amendment to such Registration Statement or a supplement
to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities
included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary
to make the statements therein, in the light of the circumstances under which they were made, not misleading; and

 

4.2.5.  
use its commercially reasonable efforts to cause all Subscribed Shares to be listed on each securities exchange or market, if
any, on which the Issuer’s common stock is then listed.

 

4.3.  
Notwithstanding anything to the contrary in this Subscription Agreement, the Issuer shall be entitled to delay or postpone the
effectiveness of the Registration Statement, and from time to time to require Subscriber not to sell under the Registration Statement
or to suspend the effectiveness thereof, (i) as may be necessary in connection with the preparation and filing of a post-effective amendment
to the Registration Statement following the filing of the Issuer’s Annual Report on Form 10-K, or (ii) if the filing, effectiveness
or continued use of any Registration Statement would require the Issuer to make any public disclosure of material non-public information,
which disclosure, in the good faith determination of the board of directors of the Issuer, after consultation with counsel to the Issuer,
(a) would be required to be made in any Registration Statement in order for the applicable Registration Statement not to contain any
untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading,
(b) would not be required to be made at such time if the Registration Statement were not being filed, and (c) the Issuer has a bona fide
business purpose for not making such information public (each such circumstance, a “Suspension Event”); provided,
however, that the Issuer may not delay or suspend the Registration Statement on more than two occasions or for more than sixty
(60) consecutive calendar days, or more than ninety (90) total calendar days, in each case, during any twelve-month period. Upon receipt
of any written notice from the Issuer (which notice shall not contain any material non-public information regarding the Issuer and which
notice shall not be subject to any duty of confidentiality) of the happening of any Suspension Event during the period that the Registration
Statement is effective or if as a result of a Suspension Event the Registration Statement or related

 

prospectus contains
any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made (in the case of the prospectus) not misleading, Subscriber agrees that
it will immediately discontinue offers and sales of the Subscribed Shares under the Registration Statement (excluding, for the avoidance
of doubt, sales conducted pursuant to Rule 144) until Subscriber receives copies of a supplemental or amended prospectus (which the Issuer
agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective
amendment has become effective or unless otherwise notified by the Issuer that it may resume such offers and sales (which notice shall
not contain any material non-public information regarding the Issuer and which notice shall not be subject to any duty of confidentiality).
If so directed by the Issuer, Subscriber will deliver to the Issuer or, in Subscriber’s sole discretion destroy, all copies of
the prospectus covering the Subscribed Shares in Subscriber’s possession; provided, however, that this obligation
to deliver or destroy all copies of the prospectus covering the Subscribed Shares shall not apply (i) to the extent Subscriber is required
to retain a copy of such prospectus (a) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements
or (b) in accordance with a bona fide pre-existing document retention policy or (ii) to copies stored electronically on archival servers
as a result of automatic data back-up.

 

4.4.  
Subscriber may deliver written notice (including via email in accordance with Section 6.3
(an “Opt-Out Notice”) to the Issuer requesting that Subscriber not receive notices from the Issuer otherwise
required by Section 4.3provided, however, that Subscriber may later revoke any such Opt-Out Notice
in writing. Following receipt of an Opt-Out Notice from Subscriber (unless subsequently revoked), (i) the Issuer shall
not deliver any such notices to Subscriber and Subscriber shall no longer be entitled to the rights associated with any such notice and
(ii) each time prior to Subscriber’s intended use of an effective Registration Statement, Subscriber will notify the Issuer
in writing at least two (2) business days in advance of such intended use, and if a notice of a Suspension Event was previously
delivered (or would have been delivered but for the provisions of this Section 4.4) and the related suspension period
remains in effect, the Issuer will so notify Subscriber, within one (1) business day of Subscriber’s notification to the Issuer,
by delivering to Subscriber a copy of such previous notice of Suspension Event, and thereafter will provide Subscriber with the related
notice of the conclusion of such Suspension Event immediately upon its availability (which notices shall not contain any material non-public
information regarding the Issuer and which notice shall not be subject to any duty of confidentiality).

 

4.5.  
The parties agree that:

 

4.5.1.  
The Issuer shall, notwithstanding the termination of this Subscription Agreement, indemnify and hold harmless, to the extent permitted
by law, Subscriber (to the extent a seller under the Registration Statement), the officers, directors, agents, partners, members, managers,
shareholders, affiliates, employees and investment advisers of each Subscriber, each person who controls such Subscriber (within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and the officers, directors, partners, members,
managers, shareholders, agents, affiliates,

 

employees
and investment advisers of each such controlling from and against any and all losses, claims, damages, liabilities, costs and expenses
(including, without limitation, any reasonable attorneys’ fees and expenses incurred in connection with defending or investigating
any such action or claim) (collectively, “Losses”), as incurred, that arise out of or are based upon (i) any untrue
or alleged untrue statement of material fact contained in any Registration Statement (or incorporated by reference therein), prospectus
included in any Registration Statement or preliminary prospectus or any amendment thereof or supplement thereto or arising out of or
relating to any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements
therein (in the case of any prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were
made) not misleading or (ii) any violation or alleged violation by the Issuer of the Securities Act, Exchange Act or any state securities
law or any rule or regulation thereunder, in connection with the performance of its obligations under this Section 4, except insofar
as the same are caused by or contained in any information furnished in writing to the Issuer by or on behalf of Subscriber expressly
for use therein or Subscriber has omitted a material fact from such information; provided, however, that the indemnification contained
in this Section 4.5 shall not apply to amounts paid in settlement of any Losses if such settlement is effected without
the consent of the Issuer (which consent shall not be unreasonably withheld, conditioned or delayed), nor shall the Issuer be liable
for any Losses to the extent they arise out of or are based upon a violation which occurs (A) in reliance upon and in conformity with
written information furnished by Subscriber expressly for use in such Registration Statement or preliminary prospectus or any amendment
thereof or supplement thereto, (B) in connection with any failure of such person to deliver or cause to be delivered a prospectus made
available by the Issuer in a timely manner, (C) as a result of offers or sales effected by or on behalf of any person by means of a “free
writing prospectus” (as defined in Rule 405 under the Securities Act) that was not authorized in writing by the Issuer, or (D)
in connection with any offers or sales effected by or on behalf of Subscriber in violation of Section 4.3 hereof.
The Issuer shall notify Subscriber promptly of the institution, threat or assertion of any proceeding arising from or in connection with
the transactions contemplated by this Section 4 of which the Issuer is aware.

 

4.5.2.  
Subscriber agrees, severally and not jointly with any person that is a party to the Other Subscription Agreements, to indemnify
and hold harmless, to the extent permitted by law, the Issuer, its directors, officers, employees and agents and each person who controls
the Issuer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) against any and all Losses, as
incurred, that arise out of or are based upon any untrue or alleged untrue statement of material fact contained in any Registration Statement,
prospectus included in any Registration Statement or preliminary prospectus or any amendment thereof or supplement thereto or arising
out of or relating to any omission of a material fact required to be stated therein or necessary to make the statements therein (in the
case of any prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading,
but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by
such Subscriber expressly for use therein; provided, however, that the indemnification contained in this Section 4.5
shall

 

not apply
to amounts paid in settlement of any Losses if such settlement is effected without the consent of Subscriber (which consent shall not
be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary herein, in no event shall the liability of
Subscriber be greater in amount than the dollar amount of the net proceeds received by Subscriber upon the sale of the Subscribed Shares
purchased pursuant to this Subscription Agreement giving rise to such indemnification obligation.

 

4.5.3.  
Any person entitled to indemnification herein shall (1) give prompt written notice to the indemnifying party of any claim with
respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right
to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (2) unless in such indemnified
party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to
such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified
party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified
party without its consent. An indemnifying party who elects not to assume the defense of a claim shall not be obligated to pay the fees
and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the
reasonable judgment of legal counsel to any indemnified party a conflict of interest exists between such indemnified party and any other
of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party (which
consent shall not be unreasonably withheld, conditioned or delayed), consent to the entry of any judgment or enter into any settlement
which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the
terms of such settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff
to such indemnified party of a release from all liability in respect to such claim or litigation.

 

4.5.4.  
The indemnification provided for under this Subscription Agreement shall remain in full force and effect regardless of any investigation
made by or on behalf of the indemnified party and shall survive the transfer of the Subscribed Shares purchased pursuant to this Subscription
Agreement.

 

4.5.5.  
If the indemnification provided under this Section 4.5 from the indemnifying party is unavailable or insufficient
to hold harmless an indemnified party in respect of any Losses referred to herein, then the indemnifying party, in lieu of indemnifying
the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages,
liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified
party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall
be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of
a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying
party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent,

 

knowledge,
access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the Losses
or other liabilities referred to above shall be deemed to include, subject to the limitations set forth above, any legal or other fees,
charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section
4.5
from any person who was not guilty of such fraudulent misrepresentation. Each indemnifying party’s obligation
to make a contribution pursuant to this Section 4.5 shall be individual, not joint and several, and in no event shall the liability
of Subscriber be greater in amount than the dollar amount of the net proceeds received by Subscriber upon the sale of the Subscribed
Shares purchased pursuant to this Subscription Agreement giving rise to such contribution obligation.

 

5.  
Termination. This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights
and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon
the earliest to occur of (i) such date and time as the Business Combination Agreement is validly terminated in accordance with its terms,
(ii) upon the mutual written agreement of each of the parties hereto to terminate this Subscription Agreement and (iii) at the election
of Subscriber after July 31, 2022 if the Closing shall not have occurred; provided that nothing herein will relieve any party
from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law
or in equity to recover losses, liabilities or damages arising from such breach. The Issuer shall promptly notify Subscriber of the termination
of the Business Combination Agreement promptly after the termination of such agreement. Upon the termination hereof in accordance with
this Section 5, any monies paid by Subscriber to the Issuer in connection herewith shall promptly (and in any event within one (3) Business
Days) be returned in full to Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by Subscriber,
without any deduction for or on account of any tax withholding, charges or set-off, whether or not the Transaction shall have been consummated.

 

6.  
Miscellaneous.

 

6.1.  
Further Assurances. At the Closing, the parties hereto shall execute and deliver such additional documents and take such
additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the Subscription as contemplated
by this Subscription Agreement.

 

6.1.1.  
Subscriber acknowledges that the Issuer will rely on the acknowledgments, understandings, agreements, representations and warranties
made by Subscriber contained in this Subscription Agreement. Prior to the Closing, Subscriber agrees to promptly notify the Issuer and
the Placement Agents if any of the acknowledgments, understandings, agreements, representations and warranties made by Subscriber set
forth herein are no longer accurate in all material respects. The Issuer acknowledges that Subscriber will rely on the acknowledgments,
understandings, agreements, representations and warranties made by the Issuer contained in this Subscription Agreement. Prior to the
Closing, the Issuer agrees to promptly notify Subscriber if any of the acknowledgments, understandings, agreements, representations

 

and warranties
made by Issuer set forth herein are no longer accurate in all material respects (other than those acknowledgments, understandings, agreements,
representations and warranties qualified by materiality, in which case the Issuer shall notify Subscriber if they are no longer accurate
in any respect).

 

6.1.2.  
Each of the Issuer, Subscriber and each of the Placement Agents is entitled to rely upon this Subscription Agreement and is irrevocably
authorized to produce this Subscription Agreement or a copy hereof to any interested party in any administrative or legal proceeding
or official inquiry with respect to the matters covered hereby.

 

6.1.3.  
The Issuer may request from Subscriber such additional information as the Issuer may reasonably deem necessary to evaluate the
eligibility of Subscriber to acquire the Subscribed Shares, and Subscriber shall provide such information as may be reasonably requested,
to the extent within Subscriber’s possession and control or otherwise readily available to Subscriber, provided that the Issuer
agrees to keep confidential any such information provided by Subscriber.

 

6.1.4.  
Each of Subscriber and the Issuer shall pay all of its own respective expenses in connection with this Subscription Agreement
and the transactions contemplated herein (it being agreed that all expenses related to the Registration Statement are for the account
of the Issuer to the extent provided in Section 4, and the Issuer shall be responsible for the fees of its transfer agent and all of
DTC’s fees associated with the issuance of the Subscribed Shares).

 

6.1.5.  
Each of Subscriber and the Issuer shall take, or cause to be taken, all actions and do, or cause to be done, all things necessary,
proper or advisable to consummate the transactions contemplated by this Subscription Agreement on the terms and conditions described
therein no later than immediately prior to the consummation of the Transactions.

 

6.2.  
Subscriber hereby acknowledges and agrees that, except in respect of any stock lending program, it will not, nor will any person
acting at Subscriber’s direction or pursuant to any understanding with Subscriber (including Subscriber’s controlled affiliates),
directly or indirectly, offer, sell, pledge, contract to sell, sell any option in, or engage in hedging activities or execute any “short
sales” (as defined in Rule 200 of Regulation SHO under the Exchange Act) with respect to, any Subscribed Shares or any securities
of the Issuer or any instrument exchangeable for or convertible into any Subscribed Shares or any securities of the Issuer until the
consummation of the Transactions (or such earlier termination of this Subscription Agreement in accordance with its terms). Notwithstanding
the foregoing, (i) nothing herein shall prohibit any entities under common management or that share an investment advisor with Subscriber
(including Subscriber’s controlled affiliates and/or affiliates) from entering into any Short Sales; (ii) in the case of a Subscriber
that is a multimanaged investment vehicle whereby separate portfolio managers manage separate portions of such Subscriber’s assets,
this Section 6.2 shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment
decision to purchase the Subscribed Shares covered by this Subscription Agreement. For the avoidance of doubt, this Section 6.2 shall
not apply to

 

(i) any sale (including
the exercise of any redemption right) of securities of the Issuer (A) held by the Subscriber, its controlled affiliates or any person
or entity acting on behalf of the Subscriber or any of its controlled affiliates prior to the execution of this Subscription Agreement
or (B) purchased by the Subscriber, its controlled affiliates or any person or entity acting on behalf of the Subscriber or any of its
controlled affiliates in an open market transaction after the execution of this Subscription Agreement or (ii) ordinary course, non-speculative
hedging transactions.

 

6.3.  
Notices. Any notice or communication required or permitted hereunder shall be in writing and either delivered personally,
emailed or sent by overnight mail via a reputable overnight carrier, or sent by certified or registered mail, postage prepaid, and shall
be deemed to be given and received (i) when so delivered personally, (ii) when sent, with no mail undeliverable or other rejection notice,
if sent by email, or (iii) three (3) Business Days after the date of mailing to the address below or to such other address or addresses
as such person may hereafter designate by notice given hereunder:

 

(i) if to Subscriber,
to such address or addresses set forth on the signature page hereto;

 

(ii) if to the Issuer,
to:

 

Virgin Group Acquisition Corp.
II

65 Bleecker Street, 6th
Floor 

New York, NY 10012

Attention: 

Harold Brunink

Email: 

harold.brunink@virgin.com

 

with a required copy
(which copy shall not constitute notice) to:

 

Davis Polk & Wardwell LLP

450 Lexington Avenue 

New York, NY 10017

Attention: 

Derek Dostal, Lee Hochbaum,
William Aaronson

Email: 

derek.dostal@davispolk.com

lee.hochbaum@davispolk.com

william.aaronson@davispolk.com

 

6.4.  
Entire Agreement. This Subscription Agreement constitutes the entire agreement, and supersedes all other prior agreements,
understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof,
including any commitment letter entered into relating to the subject matter hereof.

 

6.5.  
Modifications and Amendments. This Subscription Agreement may not be amended, modified, supplemented or waived except by
an instrument in writing, signed by the party against whom enforcement of such amendment, modification, supplement or waiver is sought
and also signed by Grove.

 

6.6.  
Assignment. Neither this Subscription Agreement nor any rights, interests or obligations that may accrue to the parties
hereunder (other than the Subscribed Shares acquired hereunder and the rights set forth in Section 4) may be transferred or assigned
without the prior written consent of the Subscriber, Issuer and Grove; provided that all or a portion of Subscriber’s rights and
obligations hereunder (including Subscriber’s rights to purchase the Subscribed Shares) may be assigned to one or more of its affiliates
(including any fund or account managed by the same investment manager as Subscriber), or by an affiliate of such investment manager,
without the prior consent of the Issuer, provided that such assignee(s) agrees in writing to be bound by the terms hereof, and upon such
assignment by a Subscriber, the assignee(s) shall become Subscriber hereunder and have the rights and obligations and be deemed to make
the representations and warranties of Subscriber provided for herein to the extent of such assignment; provided further that,
no assignment shall relieve the assigning party of any of its obligations hereunder, including any assignment to any fund or account
managed by the same investment manager as Subscriber.

 

6.7.  
Benefit. Except as otherwise provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit
of the parties hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements,
representations, warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such
heirs, executors, administrators, successors, legal representatives and permitted assigns. This Subscription Agreement shall not confer
rights or remedies upon any person other than the parties hereto and their respective successors and assigns, except that the Placement
Agents shall be third-party beneficiaries to the representations and warranties made by the Issuer and Subscriber in this Subscription
Agreement and Grove shall be a third-party beneficiary with respect to the entirety of this Subscription Agreement and as provided in
Section 4.5.

 

6.8.  
Governing Law. This Subscription Agreement, and any claim or cause of action hereunder based upon, arising out of or related
to this Subscription Agreement (whether based on law, in equity, in contract, in tort or any other theory) or the negotiation, execution,
performance or enforcement of this Subscription Agreement, shall be governed by and construed in accordance with the laws of the State
of Delaware, without giving effect to the principles of conflicts of law thereof.

 

6.9.  
Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties irrevocably consents to the exclusive jurisdiction and
venue of the Court of Chancery of the State of Delaware, provided that if subject matter jurisdiction over the matter that is the subject
of the legal proceeding is vested exclusively in the U.S. federal courts, such legal proceeding shall be heard in the U.S. District Court
for the District of Delaware (together with the Court of Chancery of the State of Delaware, “Chosen Courts”), in connection
with any matter based upon or arising out of this Subscription Agreement. Each party hereby waives, and shall not assert as a defense
in any legal dispute, that (i) such person is not personally subject to the jurisdiction of the Chosen Courts for any reason, (ii) such
legal proceeding may not be brought or is not maintainable in the Chosen Courts, (iii) such person’s property is exempt or immune
from execution, (iv) such legal proceeding is brought in an inconvenient forum or (v) the venue of such legal proceeding is improper.
Each party hereby consents to service of process in any such proceeding in any manner permitted by Delaware law, further consents to
service of process by

 

nationally recognized
overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at its address
specified pursuant to Section 6.3 and waives and covenants not to assert or plead any objection which they might otherwise
have to such manner of service of process. Notwithstanding the foregoing in this Section 6.9, a party may commence
any action, claim, cause of action or suit in a court other than the Chosen Courts solely for the purpose of enforcing an order or judgment
issued by the Chosen Courts. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES WAIVES ANY RIGHT
TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS SUBSCRIPTION AGREEMENT WHETHER NOW EXISTING
OR HEREAFTER ARISING. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY
SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT. FURTHERMORE,
NO PARTY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT
BE WAIVED.

 

6.10.  
Severability. If any provision of this Subscription Agreement shall be invalid, illegal or unenforceable, the validity,
legality or enforceability of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby
and shall continue in full force and effect.

 

6.11.  
No Waiver of Rights, Powers and Remedies. No failure or delay by a party hereto in exercising any right, power or remedy
under this Subscription Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right,
power or remedy of such party. No single or partial exercise of any right, power or remedy under this Subscription Agreement by a party
hereto, nor any abandonment or discontinuance of steps to enforce any such right, power or remedy, shall preclude such party from any
other or further exercise thereof or the exercise of any other right, power or remedy hereunder. The election of any remedy by a party
hereto shall not constitute a waiver of the right of such party to pursue other available remedies. No notice to or demand on a party
not expressly required under this Subscription Agreement shall entitle the party receiving such notice or demand to any other or further
notice or demand in similar or other circumstances or constitute a waiver of the rights of the party giving such notice or demand to
any other or further action in any circumstances without such notice or demand.

 

6.12.  
Remedies.

 

6.12.1.  
The parties agree that irreparable damage would occur if this Subscription Agreement is not performed or the Closing is not consummated
in accordance with its specific terms or is otherwise breached and that money damages or other legal remedies would not be an adequate
remedy for any such damage. It is accordingly agreed that the parties hereto shall be entitled to equitable relief, including in the
form of an injunction or injunctions, to prevent breaches or threatened breaches of this Subscription Agreement and to enforce specifically
the terms and provisions of this Subscription Agreement in an appropriate court of competent jurisdiction as set forth in

 

Section
6.9
, this being in addition to any other remedy to which any party is entitled at law or in equity, including money damages.
The right to specific enforcement shall include the right of the parties hereto to cause the other parties hereto to cause the transactions
contemplated hereby to be consummated on the terms and subject to the conditions and limitations set forth in this Subscription Agreement.
The parties hereto further agree (i) to waive any requirement for the security or posting of any bond in connection with any such equitable
remedy, (ii) not to assert that a remedy of specific enforcement pursuant to this Section 6.12 is unenforceable, invalid,
contrary to applicable law or inequitable for any reason and (iii) to waive any defenses in any action for specific performance, including
the defense that a remedy at law would be adequate.

 

6.12.2.  
The parties acknowledge and agree that this Section 6.12 is an integral part of the transactions contemplated
hereby and without that right, the parties hereto would not have entered into this Subscription Agreement.

 

6.13.  
Survival of Representations and Warranties and Covenants. All representations and warranties made by the parties hereto,
and all covenants and other agreements of the parties hereto, in this Subscription Agreement shall survive the Closing.

 

6.14.  
Headings and Captions. The headings and captions of the various subdivisions of this Subscription Agreement are for convenience
of reference only and shall in no way modify or affect the meaning or construction of any of the terms or provisions hereof.

 

6.15.  
Counterparts. This Subscription Agreement may be executed in one or more counterparts, all of which when taken together
shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered
to the other parties, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered
by facsimile transmission or any other form of electronic delivery, such signature shall create a valid and binding obligation of the
party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original
thereof.

 

6.16.  
Construction. The words “include,” “includes,” and “including
will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed
to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context
otherwise requires. The words “this Subscription Agreement,” “herein,” “hereof,”
hereby,” “hereunder,” and words of similar import refer to this Subscription Agreement as a whole
and not to any particular subdivision unless expressly so limited. The parties hereto intend that each representation, warranty, and
covenant contained herein will have independent significance. If any party hereto has breached any representation, warranty, or covenant
contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject
matter (regardless of the relative levels of specificity) which such party hereto has not breached will not detract from or mitigate
the fact that such party hereto is in breach of the first representation, warranty, or covenant. All references in this Subscription
Agreement to numbers of shares, per share amounts and purchase prices shall be appropriately adjusted to reflect any stock split, stock
dividend, stock combination, recapitalization or the like occurring after the date hereof.

 

6.17.  
Mutual Drafting. This Subscription Agreement is the joint product of the parties hereto and each provision hereof has been
subject to the mutual consultation, negotiation and agreement of the parties and shall not be construed for or against any party hereto.

 

7.  
Cleansing Statement; Disclosure.

 

7.1.  
The Issuer shall, by 9:00 a.m., New York City time, on the first (1st) Business Day immediately following the date of this Subscription
Agreement, issue one or more press releases or file with the Commission a Current Report on Form 8-K (collectively, the “Disclosure
Document
”) disclosing all material terms of the transactions contemplated hereby and by the Other Subscription Agreements and
the Transactions and any other material nonpublic information that the Issuer or its officers, directors, employees or agents has provided
to Subscriber prior to the filing of the Disclosure Document. Upon the issuance of the Disclosure Document, to the actual knowledge of
the Issuer, Subscriber shall not be in possession of any material, non-public information received from the Issuer or any of its officers,
directors, employees or agents, and Subscriber shall no longer be subject to any confidentiality or similar obligations under any current
agreement, whether written or oral, with the Issuer, the Placement Agents or any of their respective affiliates, relating to the transactions
contemplated by this Subscription Agreement.

 

7.2.  
Notwithstanding anything in this Subscription Agreement to the contrary, the Issuer shall not (and shall cause its officers, directors,
employees and agents not to) publicly disclose the name of Subscriber or any affiliate or investment adviser of Subscriber, or include
the name of Subscriber or any affiliate or investment adviser of Subscriber without the prior written consent (including by e-mail) of
Subscriber (i) in any press release or marketing materials, or (ii) in any filing with the Commission or any regulatory agency or trading
market, except as required by the federal securities laws, rules or regulations and to the extent such disclosure is required by other
laws, rules or regulations, at the request of the staff of the Commission or regulatory agency or under regulations of the NYSE, in which
case the Issuer shall provide Subscriber with prior written notice (including by e-mail) of such permitted disclosure, and shall reasonably
consult with Subscriber regarding such disclosure.

 

8.  
Trust Account Waiver. In addition to the waiver of the Issuer pursuant to Section 6.03 of the Business Combination Agreement,
and notwithstanding anything to the contrary set forth herein, each of the Issuer and Subscriber acknowledges that the Issuer has established
a trust account containing the proceeds of its initial public offering and from certain private placements (collectively, with interest
accrued from time to time thereon, the “Trust Account”). Each of the Issuer and Subscriber agrees that (i) it has
no right, title, interest or claim of any kind in or to any monies held in the Trust Account, and (ii) it shall have no right of set-off
or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, in each case
in connection with this Subscription Agreement, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that
it may have in connection with this Subscription Agreement; provided, however, that nothing in this Section 8
shall be deemed to limit Subscriber’s right, title, interest or claim to the Trust Account by virtue of such Subscriber’s
record or beneficial ownership of securities of the Issuer, including, but not limited to, any redemption right with respect to any such
securities of the Issuer. In the event Subscriber has any Claim against the Issuer under this Subscription Agreement, Subscriber shall
pursue

 

such Claim solely
against the Issuer and its assets outside the Trust Account and not against the property or any monies in the Trust Account. Subscriber
agrees and acknowledges that such waiver is material to this Subscription Agreement and has been specifically relied upon by the Issuer
to induce the Issuer to enter into this Subscription Agreement and Subscriber further intends and understands such waiver to be valid,
binding and enforceable under applicable law.
Notwithstanding the foregoing, in no event shall the terms of this Section 8 apply to any money or other assets held outside the Trust
Account.

 

9.  
Non-Reliance. Subscriber acknowledges that it is not relying upon, and has not relied upon, any statement, representation
or warranty made by any person, firm or corporation, other than the representations and warranties of the Issuer expressly set forth
in this Subscription Agreement, in making its investment or decision to invest in the Issuer. Subscriber agrees that no Other Subscriber
pursuant to this Subscription Agreement or any other agreement related to the private placement of shares of the Issuer’s capital
stock (including the controlling persons, officers, directors, partners, agents or employees of any such Subscriber) shall be liable
to any Other Subscriber pursuant to this Subscription Agreement or any other agreement related to the private placement of shares of
the Issuer’s capital stock for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with
the purchase of the Subscribed Shares hereunder.

 

10.  
Rule 144. From and after such time as the benefits of Rule 144 promulgated under the Securities Act or any other similar
rule or regulation of the Commission that may allow Subscriber to sell securities of the Issuer to the public without registration are
available to holders of the Issuer’s shares of common stock and for so long as Subscriber holds the Subscribed Shares, the Issuer
agrees to:

 

10.1.  
make and keep public information available, as those terms are understood and defined in Rule 144; and

 

10.2.  
file with the Commission in a timely manner all reports and other documents required of the Issuer under the Securities Act and
the Exchange Act so long as the Issuer remains subject to such requirements and the filing of such reports and other documents is required
for the applicable provisions of Rule 144; and

 

10.3.  
furnish to Subscriber so long as it owns Subscribed Shares, as promptly as practicable upon request, (x) a written statement by
the Company, if true, that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, and
(y) such other information as may be reasonably requested to permit Subscriber to sell such securities pursuant to Rule 144 without registration.

 

The Issuer shall,
if requested by the Subscriber (i) cause the removal of any restrictive legend related to compliance with the federal securities laws
set forth on the Subscribed Shares, (ii) cause its legal counsel to deliver an opinion, if necessary, to the transfer agent in connection
with the instruction under subclause (i) to the effect that removal of such legends in such circumstances may be effected in compliance
under the Securities Act, and (iii) issue Subscribed Shares without any such legend in certificated or book-entry form or by electronic
delivery through The Depository Trust Company, at the Subscriber’s option, within two (2) Business

 

Days of such request,
if (A) such Subscribed Shares may be sold by the Subscriber without restriction under Rule 144, including without limitation, any volume
and manner of sale restrictions, or (B) the Subscriber has sold or transferred Subscribed Shares pursuant to the Registration Statement
or in compliance with Rule 144. The Issuer’s obligation to remove legends under this paragraph may be conditioned upon the Subscriber
providing such representations and documentation (including broker representation letters) as are reasonably necessary and customarily
required in connection with the removal of restrictive legends related to compliance with the federal securities laws.

 

11.  
Massachusetts Business Trust. If Subscriber is a Massachusetts Business Trust, a copy of the Agreement and Declaration
of Trust of Subscriber or any affiliate thereof is on file with the Secretary of State of the Commonwealth of Massachusetts and notice
is hereby given that the Subscription Agreement is executed on behalf of the trustees of Subscriber or any affiliate thereof as trustees
and not individually and that the obligations of the Subscription Agreement are not binding on any of the trustees, officers or stockholders
of Subscriber or any affiliate thereof individually but are binding only upon Subscriber or any affiliate thereof and its assets
and property.

 

[Signature Page
Follows
]

 

IN WITNESS WHEREOF,
each of the Issuer and Subscriber has executed or caused this Subscription Agreement to be executed by its duly authorized representative
as of the date set forth below.

 

  VIRGIN GROUP ACQUISITION CORP. II
   
   
  By:  
  Name:  
  Title:  

Accepted and agreed this seventh day
of December, 2021.

 

SUBSCRIBER:

 

Signature of Subscriber:   Signature of Joint Subscriber, if applicable:
     
     
By:     By:  
Name:   Name:
Title:   Title:
         

Date: December 7, 2021

 

Name of Subscriber:   Name of Joint Subscriber, if applicable:
     
(Please print. Please indicate name and   (Please print. Please indicate name and
Capacity of person signing above)   Capacity of person signing above)

 

     
Name in which securities are to be registered    
(if different from the name of Subscriber listed directly above):    

 

Email Address:

 

If there are joint investors, please
check one:

 


Joint Tenants with Rights of Survivorship

 


Tenants-in-Common

 


Community Property

 

Subscriber’s EIN:     Joint Subscriber’s EIN:  

 

Business Address-Street:   Mailing Address-Street (if different):
     
     

City, State, Zip:   City, State, Zip:

 

 

Telephone No.: _________________________   Telephone No.: _____________________

 

Facsimile No.: __________________________   Facsimile No.: ______________________

 

Aggregate Number of Subscribed Shares
subscribed for:

 

_____________________________________________

 

Aggregate Purchase Price: $______________.

 

You must pay the Purchase Price by wire
transfer of U.S. dollars in immediately available funds to the account specified by the Issuer in the Closing Notice.

 

SCHEDULE I

 

ELIGIBILITY
REPRESENTATIONS OF SUBSCRIBER

 

A.  QUALIFIED
INSTITUTIONAL BUYER STATUS

 

(Please check the
applicable subparagraphs):

 

1.
We are a “qualified institutional buyer”
(as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities
Act
”) (a “QIB”)).

 

2.
We are subscribing for the Subscribed Shares as a fiduciary
or agent for one or more investor accounts, and each owner of such account is a QIB.

 

*** OR ***

 

B. INSTITUTIONAL ACCREDITED INVESTOR STATUS
(Please check the applicable subparagraphs):

 

1.
We are an “accredited investor” (within
the meaning of Rule 501(a) under the Securities Act) or an entity in which all of the equity
holders are accredited investors within the meaning of Rule 501(a) under the Securities Act,
and have marked and initialed the appropriate box on the following page indicating the provision
under which we qualify as an “accredited investor.”

 

2.
We are not a natural person.

 

*** AND ***

 

C.  AFFILIATE
STATUS

 

(Please check the
applicable box) SUBSCRIBER:

 

 

 

an “affiliate” (as
defined in Rule 144 under the Securities Act) of the Issuer or acting on behalf of an affiliate of the Issuer.

 

This
page should be completed by Subscriber
and constitutes a part of the Subscription Agreement.

 

Rule 501(a) under the Securities Act,
in relevant part, states that an “accredited investor” shall mean any person who comes within any of the below listed categories,
or who the issuer reasonably believes comes within any of the below listed categories, at the time of the sale of the securities to that
person. Subscriber has indicated, by marking and initialing the appropriate box below, the provision(s) below which apply to Subscriber
and under which Subscriber accordingly qualifies as an “accredited investor.”

 

Any
bank as defined in section 3(a)(2) of the Securities Act, or any savings and loan association
or other institution as defined in section 3(a)(5)(A) of the Securities Act whether acting
in its individual or fiduciary capacity;

 

Any
broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934,
as amended;

 

Any
insurance company as defined in section 2(a)(13) of the Securities Act;

 

Any
investment company registered under the Investment Company Act of 1940, as amended (the “Investment
Company Act
”) or a business development company as defined in section 2(a)(48)
of the Investment Company Act;

 

Any
Small Business Investment Company licensed by the U.S. Small Business Administration under
section 301(c) or (d) of the Small Business Investment Act of 1958, as amended;

 

Any
plan established and maintained by a state, its political subdivisions, or any agency or
instrumentality of a state or its political subdivisions, for the benefit of its employees,
if such plan has total assets in excess of $5,000,000;

 

Any
employee benefit plan within the meaning of the Employee Retirement Income Security Act of
1974, as amended (“ERISA”), if (i) the investment decision is made by
a plan fiduciary, as defined in section 3(21) of ERISA, which is either a bank, a savings
and loan association, an insurance company, or a registered investment adviser, (ii) the
employee benefit plan has total assets in excess of $5,000,000 or, (iii) such plan is a self-directed
plan, with investment decisions made solely by persons that are “accredited investors”;

 

Any
private business development company as defined in section 202(a)(22) of the Investment Advisers
Act of 1940, as amended;

 

Any
(i) corporation, limited liability company or partnership, (ii) Massachusetts or similar
business trust, or (iii) organization described in section 501(c)(3) of the Internal Revenue
Code of 1986, as amended, not formed for the specific purpose of acquiring the securities
offered, and with total assets in excess of $5,000,000;

 

Any
director, executive officer, or general partner of the issuer of the securities being offered
or sold, or any director, executive officer, or general partner of a general partner of that
issuer;

 

Any
natural person whose individual net worth, or joint net worth with that person’s spouse,
exceeds $1,000,000. For purposes of calculating a natural person’s net worth: (a) the
person’s primary residence shall not be included as an asset; (b) indebtedness that
is secured by the person’s primary residence, up to the estimated fair market value
of the primary residence at the time of the sale of securities, shall not be included as
a liability (except that if the amount of such indebtedness outstanding at the time of sale
of securities exceeds the amount outstanding sixty (60) days before such time, other than
as a result of the acquisition of the primary residence, the amount of such excess shall
be included as a liability); and (c) indebtedness that is secured by the person’s primary
residence in excess of the estimated fair market value of the primary residence at the time
of the sale of securities shall be included as a liability;

 

Any
natural person who had an individual income in excess of $200,000 in each of the two most
recent years or joint income with that person’s spouse in excess of $300,000 in each
of those years and has a reasonable expectation of reaching the same income level in the
current year;

 

Any
trust, with total assets in excess of $5,000,000, not formed for the specific purpose of
acquiring the securities offered, whose purchase is directed by a sophisticated person as
described in Section 230.506(b)(2)(ii) of Regulation D;

 

Any
entity in which all of the equity owners are “accredited investors”;

 

Any
natural person holding in good standing one or more professional certifications or designations
or credentials from an accredited educational institution that the SEC has designated as
qualifying an individual for accredited investor status, such as a General Securities Representative
license (Series 7), a Private Securities Offerings Representative license (Series 82) and
an Investment Adviser Representative license (Series 65);

 

Any
“family office” as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers
Act of 1940 which was not formed for the purpose of investing in the Issuer, has assets under
management in excess of $5,000,000 and whose prospective investment is directed by a person
who has such knowledge and experience in financial and business matters that such family
office is capable of evaluating the merits and risks of the prospective investment; or

 

Any
“family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers
Act of 1940, of a family office, whose prospective investment in the Issuer is directed by
such family office, and such family office is one (i) with assets under management in excess
of $5,000,000, (ii) that was not formed for the specific purpose of investing in the Issuer
, and (iii) whose prospective investment in the Issuer is directed by a person who has such
knowledge and experience in financial and business matters that such family office is capable
of evaluating the merits and risks of such prospective investment.

 

 

Exhibit 10.3

 

SUPPORT
AGREEMENT

 

This
Support Agreement (this “Agreement”) is made as of December 7, 2021, 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”).

 

WHEREAS,
contemporaneously with the execution and delivery of this Agreement, Parent and the Company, and the other persons party thereto, have
entered into an Agreement and Plan of Merger (as amended or modified from time to time, the “Transaction Agreement”),
whereby the parties intend to effect a business combination between Parent and the Company, on the terms and subject to the conditions
set forth therein (collectively, the “Transactions”) (capitalized terms used but not defined herein shall have the
respective meanings set forth in the Transaction Agreement).

 

NOW,
THEREFORE,
in consideration of the premises and for other good and valuable consideration, the receipt, sufficiency and adequacy
of which are hereby acknowledged, the parties hereto agree as follows:

 

1.  
Definitions. As used herein, the term “Voting Shares” shall mean all securities of the Company beneficially
owned (as such term is defined in Rule 13d-3 under the Exchange Act, excluding shares of stock underlying unexercised options or
warrants, but including any shares of stock acquired upon exercise of such options or warrants) (“Beneficially Owned”)
by any Company Stockholder, including any and all securities of the Company acquired and held in such capacity subsequent to the date
hereof. Capitalized terms used and not defined herein shall have the respective meanings assigned to them in the Transaction Agreement.

 

2.  
Representations and Warranties of the Company Stockholders. Each Company Stockholder on its own behalf hereby represents
and warrants to the other parties hereto, severally and not jointly, with respect to such Company Stockholder (and not as to any other
Person) and such Company Stockholder’s ownership of its Voting Shares:

 

(a)  
Authority. If Company Stockholder is a legal entity, Company Stockholder is an entity duly organized, validly existing
and in good standing (where applicable) under the Laws of the jurisdiction in which it is incorporated, organized or constituted, and
has all requisite power and authority to enter into this Agreement, to perform fully Company Stockholder’s obligations hereunder
and to consummate the transactions contemplated hereby. If Company Stockholder is a natural person, Company Stockholder has the legal
capacity to enter into this Agreement. If Company Stockholder is a legal entity, this Agreement has been duly authorized, executed and
delivered by Company Stockholder. This Agreement constitutes a valid and binding obligation of Company Stockholder enforceable in accordance
with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws
affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in
equity or at law).

 

(b)  
No Consent. No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Authority
or other Person on the part of Company Stockholder is required in connection with the execution, delivery and performance of this Agreement,
that would reasonably be expected to prevent or delay the consummation of the Transactions or that would reasonably be expected to prevent
or materially delay Company Stockholder from fulfilling its obligations under this Agreement. If Company Stockholder is a natural person,
no consent of such Company Stockholder’s spouse is necessary under any “community property” or other Laws for the execution
and delivery of this Agreement or the consummation of the transactions contemplated hereby. If Company Stockholder is a trust, no consent
of any beneficiary is required for the execution and delivery of this Agreement or the consummation of the transactions contemplated
hereby.

 

(c)  
No Conflicts. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated
hereby, nor compliance with the terms hereof, will violate, conflict with or result in a breach of, or constitute a default (with or
without notice or lapse of time or both) under any provision of, Company Stockholder’s organizational documents, any trust agreement,
loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license,
judgment, order, notice, decree, statute, Law, ordinance, rule or regulation applicable to Company Stockholder or to Company Stockholder’s
property or assets (including the Voting Shares) that would reasonably be expected to prevent or delay the consummation of the Transactions
or that would reasonably be expected to prevent Company Stockholder from fulfilling its obligations under this Agreement.

 

(d)  
Ownership of Shares. Company Stockholder (i) Beneficially Owns all of the Voting Shares free and clear of all Liens (ii)
has the sole power to vote or caused to be voted its Voting Shares and the sole power of disposition and sole power to agree to all of
the matters set forth in this Agreement, in each case, with respect to all of its Voting Shares, other than pursuant to the Company Affiliate
Agreements or any restrictions on transfer arising under applicable securities Laws. Except pursuant hereto and pursuant to (A) that
certain Amended and Restated Investors’ Rights Agreement, dated as of November 25, 2020 (the “Investors’ Rights
Agreement
”), by and among the Company, certain Company Stockholders and the other stockholders of the Company party thereto;
(B) that certain Amended and Restated Voting Agreement, dated as of November 25, 2020 (the “Voting Agreement”), by
and among the Company, certain Company Stockholders and the other stockholders of the Company party thereto; (C) that certain Amended
and Restated Right of First Refusal and Co-Sale Agreement, dated as of November 25, 2020 (the “ROFR Agreement” and,
together with the Investor Rights Agreement, the Voting Agreement, and any other similar agreements or side letters between the Company
and Company Stockholders relating to management rights, board observer rights or similar arrangements, the “Company Affiliate
Agreements
”), by and among the Company, certain Company Stockholders and the other stockholders of the Company party thereto;
(D) the Amended and Restated Certificate of Incorporation of the Company, filed with the Secretary of State of the State of Delaware
on March 19, 2021 (the “Company Charter”); and (E) the Amended and Restated Bylaws of the Company, duly adopted on
February 24, 2021 (the “Company Bylaws” and, together with the Company Charter, the “Company Charter Documents”),
there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Company Stockholder
is a party relating to the pledge, acquisition, disposition, transfer or voting of Voting Shares prior to the consummation of the Transactions
and there are no voting trusts or voting

 

agreements
with respect to the Voting Shares. Company Stockholder does not Beneficially Own (i) any Voting Shares other than the Voting Shares
set forth on Annex A or (ii) any options, warrants or other rights to acquire any additional Voting Shares or any security
exercisable for or convertible into Voting Shares, other than as set forth on Annex A.

 

(e)  
No Litigation. There is no Action pending against, or, to the knowledge of Company Stockholder, threatened against, Company
Stockholder that would reasonably be expected, individually or in the aggregate, to materially impair or materially adversely affect
the ability of Company Stockholder to perform Company Stockholder’s obligations hereunder or to consummate the transactions contemplated
by this Agreement. None of Company Stockholder or any of its Affiliates is subject to any injunction, order, decree or ruling enacted,
issued, promulgated, enforced or entered into by any Governmental Authority that would reasonably be expected, individually or in the
aggregate, to materially impair or materially adversely affect the ability of Company Stockholder to perform Company Stockholder’s
obligations hereunder or to consummate the transactions contemplated by this Agreement.

 

3.  
Agreement to Vote Shares; Irrevocable Proxy; Further Assurances.

 

(a)  
Each Company Stockholder irrevocably and unconditionally agrees that it shall, and shall cause any other holder of record of any
of such Company Stockholder’s Voting Shares to, validly execute and deliver to the Company, as promptly as reasonably practicable
after the Registration Statement becomes effective, and in any event within seventy-two (72) hours after the Registration Statement becomes
effective, the Written Consent in the form attached hereto as Annex B in respect of all of such Company Stockholder’s Voting
Shares. In addition, each Company Stockholder irrevocably and unconditionally agrees that at any duly called meeting of the stockholders
of the Company (or any adjournment or postponement thereof), and in any action by written consent of the stockholders of the Company
requested by the Company’s board of directors or undertaken as contemplated by the Transactions, each Company Stockholder shall,
if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause its Voting Shares to be counted as present thereat
for purposes of establishing a quorum, and each Company Stockholder shall vote or consent (or cause to be voted or consented), in person
or by proxy, all of such Voting Shares (i) in favor of the adoption of the Transaction Agreement and approval of the Transactions (and
any actions required in furtherance thereof), (ii) against any action, proposal, transaction or agreement that would result in a breach
in any respect of any representation, warranty, covenant, obligation or agreement of the Company contained in the Transaction Agreement,
(iii) in favor of any proposal to adjourn or postpone such meeting of the Company to a later date if there are not sufficient votes to
approve the Transactions, (iv) in favor of the conversion of the Company Preferred Stock into the right to receive the Closing Payment
Shares on an as-converted to Company Common Stock basis contingent upon the consummation of the Transactions, (v) in favor of the termination
of the Company Affiliate Agreements, immediately prior to, and contingent upon, the consummation of the Transactions and (vi) against
the following actions or proposals: (A) any proposal in opposition to approval of the Transaction Agreement or in competition with
or materially inconsistent with the Transaction Agreement or (B) any other action or proposal involving the Company or any of its
subsidiaries that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect
the Transactions in any material respect or would reasonably be expected to result in any of the Company’s closing conditions or
obligations under the Transaction Agreement not being satisfied.

 

Each
Company Stockholder agrees not to, and shall cause its Affiliates not to, enter into any agreement, commitment or arrangement with any
person, the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 3(a).

 

(b)  
Each of the Company Stockholders hereby appoints Parent, as its proxy and attorney-in-fact, with full power of substitution and
resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Voting Shares in accordance with
Section 3(a) (but only to matters and proposals relating thereto). This proxy and power of attorney is given to secure the
performance of the duties of Company Stockholder under this Agreement. Each Company Stockholder shall take such further action or execute
such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by Company
Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law
to support an irrevocable proxy and shall revoke any and all prior proxies granted by Company Stockholder with respect to the Voting
Shares (but only with respect to the matters and proposals set forth in Section 3(a) hereto). The power of attorney granted by Company
Stockholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of Company Stockholder.
The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement.

 

(c)  
From time to time, at the request of the Company, each Company Stockholder shall take all such further actions, as may be necessary
or appropriate to, in the most expeditious manner reasonably practicable, effect the purposes of this Agreement, and execute customary
documents incident to the consummation of the Transactions.

 

4.  
No Voting Trusts or Other Arrangement. Each Company Stockholder agrees that during the term of this Agreement Company Stockholder
will not, and will not permit any entity under Company Stockholder’s control to, deposit any Voting Shares in a voting trust, grant
any proxies with respect to the Voting Shares or subject any of the Voting Shares to any arrangement with respect to the voting of the
Voting Shares. Each Company Stockholder hereby revokes any and all previous proxies and attorneys in fact with respect to the Voting
Shares.

 

5.  
Transfer and Encumbrance. Each Company Stockholder agrees that during the term of this Agreement, absent the advance written
consent of Parent, Company Stockholder will not, directly or indirectly, Transfer any of his, her or its Voting Shares or enter into
any contract, option or other agreement with respect to, or consent to, a Transfer of, any of his, her or its Voting Shares or Company
Stockholder’s voting or economic interest therein. Any attempted Transfer of Voting Shares or any interest therein in violation
of this Section 5 shall be null and void. This Section 5 shall not prohibit a Transfer of Voting Shares by any
Company Stockholder (a) to any other Company Stockholder who is a signatory hereto, (b) in the case of an individual, (i) by gift to
any person related to the Company Stockholder by blood, marriage, or domestic relationship (“immediate family”), a
charitable organization or a trust or other entity formed for estate planning purposes for the benefit of an immediate family member,
(ii) by will, intestacy or by virtue of laws of descent and distribution upon the death of such individual, or (iii) pursuant to a qualified
domestic relations order, (c) in the case of a corporation, limited liability company, partnership, trust or other entity, to any stockholder,
member, partner or trust beneficiary as part of a distribution, or to any corporation, partnership or other entity that is an affiliate
(as defined in Rule 405 of the Securities Act of 1933, as amended) of the Company Stockholder, (d) in the event of a

 

liquidation,
merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange
their shares of common stock for cash, securities or other property, or (e) to the Company in connection with the “net” or
“cashless” exercise of options or other rights to purchase shares of common stock held by such Company Stockholder in satisfaction
of any tax withholding or exercise price obligations through cashless surrender or otherwise (each, a “Permitted Transferee”),
provided that any shares of common stock issued upon exercise of such option or other rights shall remain subject to the terms
of this Section 5; provided, however, that, in the case of clauses (b) and (c), such transferees shall enter into
a written agreement with the Company agreeing to be bound by the transfer restrictions set forth herein; and provided, further,
with respect to clauses (b) and (c), that any such transfer shall not involve a disposition for value. For purposes of this Agreement,
Transfer” means the (1) sale or assignment of, offer to sell, contract or agreement to sell, gift, hypothecate, pledge,
grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase
of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16
of the Exchange Act with respect to, any security, (2) entry into any swap or other arrangement that transfers to another, in whole or
in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of
such securities, in cash or otherwise, or (3) public announcement of any intention to effect any transaction specified in clause (1)
or (2).

 

6.  
Appraisal and Dissenters’ Rights. Each Company Stockholder hereby (a) waives, and agrees not to assert or perfect,
any rights of appraisal or rights to dissent from the Transactions that Company Stockholder may have by virtue of ownership of the Voting
Shares and (b) agrees not to commence or participate in any claim, derivative or otherwise, against the Company relating to the negotiation,
execution or delivery of this Agreement or the Transaction Agreement or the consummation of the Transactions, including any claim (i)
challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (ii) alleging a breach of any
fiduciary duty of the Board of Directors of the Company in connection with this Agreement, the Transaction Agreement or the Transactions.

 

7.  
Lock-Up.

 

(a)  
Subject to and contingent upon the consummation of the Transactions, the Company Stockholders may not Transfer any shares of common
stock received by the Company Stockholders as consideration in the Transactions (“Lock-up Shares”) until the end of
the period beginning on the closing date of the Transactions and ending on the date of the opening of the first trading window at least
150 days after the closing date of the Transactions (the “Lock-up Period”). The Lock-up Shares shall carry appropriate
legends indicating the restrictions on Transfer imposed by this Section 7, including as required by Section 151(f) of the DGCL
in respect to uncertificated stock.

 

(b)  
Notwithstanding the provisions set forth in Section 7(a), the Company Stockholders or their respective Permitted Transferees
may Transfer the Lock-up Shares during the Lock-up Period to any Permitted Transferee (with such definition applying mutatis mutandis
to the Lock-up Shares as if set forth fully herein), provided that any shares of common stock issued upon exercise of option
or other rights pursuant to clause (e) of the definition of Permitted Transferee shall remain subject to the terms of this Section
7
; provided, however, that, in the case

 

of
clauses (b) and (c) of the definition of Permitted Transferee, such transferees shall enter into a written agreement with Newco agreeing
to be bound by the transfer restrictions set forth herein; and provided, further, with respect to clauses (b) and (c) of
the definition of Permitted Transferee, that any such transfer shall not involve a disposition for value.

 

8.  
Termination. This Agreement shall automatically terminate upon the earliest to occur of (a) the Effective Time and (b)
the date on which the Transaction Agreement is terminated in accordance with its terms; provided, that, in the event the Transactions
are consummated, the obligations of the Company Stockholders with respect to the Lock-up Shares shall survive any termination of this
Agreement until the expiration of the Lock-up Period. Upon termination of this Agreement, no party shall have any further obligations
or liabilities under this Agreement; provided, that nothing in this Section 8 shall relieve any party of liability
for any willful breach of this Agreement occurring prior to termination.

 

9.  
No Agreement as Director or Officer. Each Company Stockholder is signing this Agreement solely in its capacity as a Company
Stockholder, as applicable. No Company Stockholder makes any agreement or understanding in this Agreement in such Company Stockholder’s
capacity (or in the capacity of any Affiliate, partner or employee of Company Stockholder) as a director or officer of the Company (if
Company Stockholder holds such office). Nothing in this Agreement will limit or affect any actions or omissions taken by a Company Stockholder
in his, her or its capacity as a director or officer of the Company, and no actions or omissions taken in any Company Stockholder’s
capacity as a director or officer shall be deemed a breach of this Agreement. Nothing in this Agreement will be construed to prohibit,
limit or restrict a Company Stockholder from exercising his or her fiduciary duties as an officer or director to the Company or its stockholders,
as applicable.

 

10.  
Specific Enforcement. Monetary damages would not adequately compensate an injured party for the breach of this Agreement
by any party hereto and, accordingly, this Agreement shall be specifically enforceable, in addition to any other remedy to which such
injured party is entitled at law or in equity, and any breach of this Agreement shall be the proper subject of a temporary or permanent
injunction or restraining order. Further, each party hereto waives any claim or defense that there is an adequate remedy at law for such
breach or threatened breach or an award of specific performance is not an appropriate remedy for any reason at law or equity and agrees
that a party’s rights would be materially and adversely affected if the obligations of the other parties under this Agreement were
not carried out in accordance with the terms and conditions hereof.

 

11.  
Entire Agreement. This Agreement and the Transaction Agreement supersede all prior agreements, written or oral, among the
parties hereto with respect to the subject matter hereof and contain the entire agreement among the parties with respect to the subject
matter hereof. Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is
signed, in the case of an amendment, by each party to this Agreement, or, in the case of a waiver, by the party against whom the waiver
is to be effective. No waiver of any provisions hereof by either party shall be deemed a waiver of any other provisions hereof by such
party, nor shall any such waiver be deemed a continuing waiver of any provision hereof by such party.

 

12.  
Notices. All notices, requests, claims, demands, and other communications hereunder shall be in writing and shall be deemed
to have been given (a) when delivered by hand (with written confirmation of receipt), (b) when received by the addressee if sent by a
nationally recognized overnight courier (receipt requested), (c) on the date sent by e-mail of a PDF document (provided, that
no “error” message or other notification of non-delivery or non-receipt is generated) if sent during normal business hours
of the recipient, and on the next Business Day if sent after normal business hours of the recipient, or (d) on the next Business Day
after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to
the respective parties at the addresses set forth in the Transaction Agreement, with respect to Parent and the Company, and at the addresses
set forth on Annex A with respect to the Company Stockholders (or at such other address for a party as shall be specified in a
notice given in accordance with this Section 12).

 

13.  
Miscellaneous.

 

(a)  
Governing Law. This Agreement, the rights and duties of the parties hereto, and any disputes (whether in contract, tort
or statute) arising out of, under or in connection with this Agreement will be governed by and construed and enforced in accordance with
the Laws of the State of Delaware, without giving effect to its principles or rules of conflict of Laws to the extent such principles
or rules would require or permit the application of the Laws of another jurisdiction. The parties hereto irrevocably and unconditionally
submit to the exclusive jurisdiction of the United States District Court for the District of Delaware or, if such court does not have
jurisdiction, the Delaware state courts located in Wilmington, Delaware, in any action arising out of or relating to this Agreement.
The parties hereto irrevocably agree that all such claims shall be heard and determined in such a Delaware federal or state court, and
that such jurisdiction of such courts with respect thereto will be exclusive. Each party hereto hereby waives, and agrees not to assert,
as a defense in any action, suit or proceeding arising out of or relating to this Agreement that it is not subject to such jurisdiction,
or that such action, suit or proceeding may not be brought or is not maintainable in such courts or that the venue thereof may not be
appropriate or that this Agreement may not be enforced in or by such courts. The parties hereto hereby consent to and grant any such
court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that mailing of process
or other papers in connection with any such action, suit or proceeding in the manner provided in Section 12 or in such other
manner as may be permitted by Law, will be valid and sufficient service thereof.

 

(b)  
Waiver of Jury Trial. To the extent not prohibited by applicable Law that cannot be waived, each of the parties hereto
irrevocably waives any right it may have to trial by jury in respect of any litigation based on, arising out of, under or in connection
with this Agreement, including but not limited to any course of conduct, course of dealing, oral or written statement or action of any
party hereto.

 

(c)  
Severability. The invalidity of any portion hereof shall not affect the validity, force or effect of the remaining portions
hereof. If it is ever held that any restriction hereunder is too broad to permit enforcement of such restriction to its fullest extent,
such restriction shall be enforced to the maximum extent permitted by Law.

 

(d)  
Counterparts. This Agreement may be executed in two or more counterparts for the convenience of the parties hereto, each
of which shall be deemed an original and all of which together will constitute one and the same instrument. Delivery of an executed counterpart
of a signature page to this Agreement by electronic, facsimile or portable document format shall be effective as delivery of a mutually
executed counterpart to this Agreement.

 

(e)  
Titles and Headings. The titles, captions and table of contents in this Agreement are for reference purposes only, and
shall not in any way define, limit, extend or describe the scope of this Agreement or otherwise affect the meaning or interpretation
of this Agreement.

 

(f)  
Assignment; Successors and Assigns; No Third Party Rights. Except as otherwise provided herein, this Agreement may not,
without the prior written consent of the other parties hereto, be assigned by operation of law or otherwise, and any attempted assignment
shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective heirs, successors, permitted assigns and legal representatives, and nothing herein, express or implied, is intended
to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason
of this Agreement.

 

(g)  
Further Assurances. Each party hereto shall execute and deliver such additional documents as may be necessary or desirable
to effect the transactions contemplated by this Agreement.

 

[Remainder
of this page intentionally left blank]

 

IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Support Agreement as of the date first written above.

 

  PARENT:    
       
  VIRGIN GROUP ACQUISITION CORP. II  
               
  Name:    
  By:    
  Title:    
       
         

[Signature Page to Stockholder Support Agreement]

IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Support Agreement as of the date first written above.

 

  COMPANY:  
       
  GROVE COLLABORATIVE, INC.  
                        
  Name:    
  By:    
  Title:    
         

[Signature Page to Stockholder Support Agreement]

IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Support Agreement as of the date first written above.

 

  [INDIVIDUAL/ENTITY]  
     
     
  By:    
    [Signature]  
  Name:    
    [Print Name of Signatory]  
  Title:    
    [Print Title of Signatory]  

[Signature Page to Stockholder Support Agreement]

Annex A
Voting Shares of Company Stockholders

 

Name Address Voting
Interests
[_________]        
[_________]        
[_________]        
[_________]        
[_________]        
[_________]        
[_________]        
[_________]        
[_________]        
         

 

 Exhibit 10.4

 

 

AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT

 

 

by and among

 

 

GROVE COLLABORATIVE,
INC.,

 

 

and

 

 

THE STOCKHOLDERS
THAT ARE SIGNATORIES HERETO

 

 

Dated as of [●],
2021

 

 

Table
of Contents

 

Page

 

SECTION 1. CERTAIN DEFINITIONS 1
SECTION 2. REGISTRATION RIGHTS. 6
2.1. Demand Registrations. 6
2.2. Piggyback Registrations. 10
2.3. Allocation of Securities Included in Registration Statement. 11
2.4. Registration Procedures 13
2.5. Registration Expenses. 20
2.6. Certain Limitations on Registration Rights 20
2.7. Limitations on Sale or Distribution of Other Securities 20
2.8. No Required Sale 21
2.9. Indemnification. 21
2.10. No Inconsistent Agreements 25
SECTION 3. UNDERWRITTEN OFFERINGS. 25
3.1. Requested Underwritten Offerings 25
3.2. Piggyback Underwritten Offerings 26
SECTION 4. GENERAL. 26
4.1. Adjustments Affecting Registrable Securities 26
4.2. Rule 144 26
4.3. Nominees for Beneficial Owners 26
4.4. Amendments and Waivers 27
4.5. Notices 27
4.6. Successors and Assigns 27
4.7. Termination. 28
4.8. Entire Agreement 28
4.9. Governing Law; Jurisdiction; WAIVER OF JURY TRIAL. 28
4.10. Interpretation; Construction. 29
4.11. Counterparts 29
4.12. Severability 29
4.13. Specific Enforcement 29
4.14. Further Assurances 30

 

Table
of Contents

(continued)

 

Page

 

4.15. Confidentiality 30
4.16. Opt-Out Requests 30
4.17. Original Registration Rights Agreement 31

 

Exhibit A Joinder Agreement

 

AMENDED
AND RESTATED REGISTRATION RIGHTS AGREEMENT
, dated as of [●], 2021 (as amended, restated, supplemented or otherwise modified
from time to time, this “Agreement”), is made and entered into by and among (i) Grove Collaborative, 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”).

 

RECITALS:

 

WHEREAS,
the Company, Treehouse Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger
Sub
”), and Grove Collaborative, Inc., a Delaware public benefit corporation (“Grove”), have entered
into an Agreement and Plan of Merger, dated as of December 7, 2021 (as amended from time to time on or prior to the date hereof, the
Merger Agreement”), pursuant to which Merger Sub has merged with and into Grove with Grove continuing as the
surviving entity and a subsidiary of the Company (the “Merger”);

 

WHEREAS,
the Company and Virgin Group Acquisition Sponsor II LLC, a Cayman Island limited liability company and a Stockholder (the “Sponsor”)
are parties to that certain Registration and Shareholder Rights Agreement, dated as of March 22, 2021 (the “Original Registration
Rights Agreement
”), which shall be amended and restated by this Agreement;

 

WHEREAS,
following the closing of the Merger (the “Closing”), the Sponsor and the other Stockholders owned shares of Class
A Common Stock, par value $0.0001 per share of the Company (the “Class A Common Stock”), Class A Common Stock Equivalents
(as defined herein), shares of Class B Common Stock, par value $0.0001 per share of the Company (the “Class B Common Stock”),
which are convertible on a share for share basis into shares of Class A Common Stock, and/or Class B Common Stock Equivalents (as defined
herein);

 

WHEREAS,
each of the Stockholders (other than the Sponsor and Corvina Holdings Limited) beneficially owns at least 5% of the Common Stock; and

 

WHEREAS,
in connection with the Merger, the Company has agreed to provide the registration rights set forth in this Agreement.

 

NOW,
THEREFORE
, in consideration of the premises and of the mutual covenants and obligations hereinafter set forth, the parties hereto
hereby agree as follows:

 

Section 1.  
Certain Definitions. As used herein, the following terms shall have the following meanings:

 

Additional
Piggyback Rights
” has the meaning ascribed to such term in Section 2.3(a).

 

Affiliate
means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by or is under common control
with, such Person. For the purposes of this definition “control” (including, with correlative meanings, the terms “controlling”,
“controlled by” and “under common control with”), with respect to any Person, means the possession, directly
or

 

indirectly,
of the power to direct or cause the direction of the management and policies of such specified Person, whether through the ownership
of voting securities, by contract or otherwise. For the avoidance of doubt, neither the Company nor any Person controlled by the Company
shall be deemed to be an Affiliate of any Holder.

 

Agreement
has the meaning ascribed to such term in the Preamble.

 

Automatic
shelf registration statement
” has the meaning ascribed to such term in Section 2.4.

 

Board
means the Board of Directors of the Company.

 

Business
Day
” means a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or
required by law to close.

 

Claims
has the meaning ascribed to such term in Section 2.9(a).

 

Class
A Common Stock
” has the meaning ascribed to such term in the recitals.

 

Class
A Common Stock Equivalents
” means all shares of Class B Common Stock, all Class B Common Stock Equivalents, and all options,
warrants and other securities convertible into, or exchangeable or exercisable for (at any time or upon the occurrence of any event or
contingency and without regard to any vesting or other conditions to which such securities may be subject), shares of Class A Common
Stock (including any note or debt security convertible into or exchangeable for shares of Class A Common Stock).

 

Class
B Common Stock
” has the meaning ascribed to such term in the recitals.

 

Class
B Common Stock Equivalents
” means all options, warrants and other securities convertible into, or exchangeable or exercisable
for (at any time or upon the occurrence of any event or contingency and without regard to any vesting or other conditions to which such
securities may be subject), shares of Class B Common Stock (including any note or debt security convertible into or exchangeable for
shares of Class B Common Stock).

 

Common
Stock
” means all shares existing or hereafter authorized of the Class A Common Stock and Class B Common Stock, and any class
of common stock of the Company and any and all securities of any kind whatsoever which may be issued after the date hereof in respect
of, or in exchange for, such shares of common stock of the Company pursuant to a merger, consolidation, stock split, stock dividend or
recapitalization of the Company or otherwise.

 

Company
has the meaning ascribed to such term in the Preamble.

 

Confidential
Information
” has the meaning ascribed to such term in Section 4.15.

 

Demand
Exercise Notice
” has the meaning ascribed to such term in Section 2.1(b)(i).

 

Demand
Registration
” has the meaning ascribed to such term in Section 2.1(b)(i).

 

Demand
Registration Period
” has the meaning ascribed to such term in Section 2.1(b)(i).

 

Demand
Registration Request
” has the meaning ascribed to such term in Section 2.1(b)(i).

 

Exchange
Act
” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC issued under such Act,
as they may from time to time be in effect.

 

Expenses
means any and all fees and expenses incident to the Company’s performance of or compliance with Section 2, including:
(i) SEC, stock exchange, FINRA and all other registration and filing fees and all listing fees and fees with respect to the inclusion
of securities on the Nasdaq or on any other U.S. or non-U.S. securities market on which the Registrable Securities are listed or quoted,
(ii) fees and expenses of compliance with state securities or “blue sky” laws of any state or jurisdiction of the United
States or compliance with the securities laws of foreign jurisdictions and in connection with the preparation of a “blue sky”
survey, including reasonable fees and expenses of outside “blue sky” counsel and securities counsel in foreign jurisdictions,
(iii) word processing, printing and copying expenses, (iv) messenger and delivery expenses, (v) expenses incurred in connection
with any road show, (vi) fees and disbursements of counsel for the Company, (vii) with respect to each registration or underwritten
offering, the reasonable fees and disbursements of one counsel for the Initiating Holder and one counsel for all other Participating
Holder(s) collectively (selected by the holders of a majority of the Registrable Securities held by such other Participating Holder(s)),
together in each case with any local counsel, provided that expenses payable by the Company pursuant to this clause (vii) shall
not exceed (1) $150,000 for the first registration pursuant to this Agreement and (2) $100,000 for each subsequent registration, (viii) fees
and disbursements of all independent public accountants (including the expenses of any opinion and/or audit/review and/or “comfort”
letter and updates thereof) and fees and expenses of other Persons, including special experts, retained by the Company, (ix) fees and
expenses payable to a Qualified Independent Underwriter (but expressly excluding any underwriting discounts and commissions), (x) fees
and expenses of any transfer agent or custodian, (xi) any other fees and disbursements of underwriters, if any, customarily paid by issuers
or sellers of securities, including reasonable fees and expenses of counsel for the underwriters in connection with any filing with or
review by FINRA (but expressly excluding any underwriting discounts and commissions) and (xii) rating agency fees and expenses.

 

FINRA
means the Financial Industry Regulatory Authority, Inc.

 

Initiating
Holders
” means (a) Holders of at least thirty percent (30%) of the Registrable Securities then outstanding or (b) the Sponsor.

 

Joinder
Agreement
” means a writing in the form set forth in Exhibit A hereto whereby a new Holder of Registrable Securities
becomes a party to, and agrees to be bound, to the same extent as its transferor, as applicable, by the terms of this Agreement.

 

Majority
Participating Holders
” means Participating Holders holding more than 50% of the Registrable Securities proposed to be included
in any offering of Registrable Securities by such Participating Holders pursuant to Section 2.1 or Section 2.2.

 

Manager
means the lead managing underwriter of an underwritten offering.

 

Merger
Agreement
” has the meaning ascribed to such term in the Recitals.

 

Merger
Sub
” has the meaning ascribed to such term in the Recitals.

 

Minimum
Threshold
” means $50.0 million.

 

Opt-Out
Request
” has the meaning ascribed to such term in Section 4.16.

 

Participating
Holders
” means all Holders of Registrable Securities which are proposed to be included in any offering of Registrable Securities
pursuant to Section 2.1 or Section 2.2.

 

Person
means any individual, firm, corporation, company, limited liability company, partnership, trust, joint stock company, business trust,
incorporated or unincorporated association, joint venture, governmental authority or other legal entity of any nature whatsoever.

 

Piggyback
Notice
” has the meaning ascribed to such term in Section 2.2(a).

 

Piggyback
Shares
” has the meaning ascribed to such term in Section 2.3(a)(ii).

 

Postponement
Period
” has the meaning ascribed to such term in Section 2.1(c).

 

Qualified
Independent Underwriter
” means a “qualified independent underwriter” within the meaning of FINRA Rule 5121.

 

Registrable
Securities
” means (a) any shares of Class A Common Stock held by the Holders at any time (including those held as a result
of, or issuable upon, the conversion or exercise of Class A Common Stock Equivalents) or any other equity security other than Class B
Common Stock or Class B Common Stock Equivalents (including warrants to purchase shares of Class A Common Stock), whether now owned or
acquired by the Holders at a later time, (b) any shares of Class A Common Stock or any other equity security other than Class B
Common Stock or Class B Common Stock Equivalents (including warrants to purchase shares of Class A Common Stock) issued or issuable,
directly or indirectly, in exchange for or with respect to the Common Stock or any other equity security (including warrants to purchase
shares of Class A Common Stock) referenced in clause (a) above by way of stock dividend, stock split or combination of shares or in connection
with a reclassification, recapitalization, merger, share exchange, consolidation or other reorganization and (c) any securities
other than Class B Common Stock or Class B Common Stock Equivalents issued in replacement of or exchange for any securities described
in clause (a) or (b) above. Class B Common Stock and Class B Common Stock Equivalents shall not constitute Registrable Securities
hereunder, provided that the Class A Common Stock issuable upon conversion of such Class B Common Stock and underlying Class B Common
Stock Equivalents are Registrable Securities for all purposes hereunder as though, in each case, such shares of Class A Common Stock
were outstanding on the date hereof. For purposes of this Agreement, a Person will be deemed to be a holder of Registrable Securities
whenever such Person has the right to acquire, directly or indirectly, such Registrable Securities (including upon conversion, exercise
or exchange of any equity interests but disregarding any restrictions or limitations upon the exercise of such right), whether or not
such acquisition has actually been effected, and such Person shall not be required to convert, exercise or exchange such equity interests
(or otherwise acquire such Registrable Securities) to participate in any registered offering hereunder until the closing of such

 

offering.
As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (A) a registration statement
with respect to the sale of such securities shall have been declared effective under the Securities Act and such securities shall have
been disposed of in accordance with such registration statement, (B) such securities shall have been disposed of in compliance with
the requirements of Rule 144, (C) such securities have been sold in a public offering of securities or (D) such securities
have ceased to be outstanding.

 

Rule 144
have the meaning ascribed to such term in Section 4.2.

 

SEC
means the U.S. Securities and Exchange Commission or such other federal agency which at such time administers the Securities Act.

 

Section 2.3(a)
Sale Number
” has the meaning ascribed to such term in Section 2.3(a).

 

Section 2.3(b)
Sale Number
” has the meaning ascribed to such term in Section 2.3(b).

 

Section 2.3(c)
Sale Number
” has the meaning ascribed to such term in Section 2.3(c).

 

Securities
Act
” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC issued under such Act, as they
may from time to time be in effect.

 

Shelf
Registrable Securities
” has the meaning ascribed to such term in Section 2.1(a)(ii).

 

Shelf
Registration Statement
” has the meaning ascribed to such term in Section 2.1(a)(i).

 

Shelf
Underwriting
” has the meaning ascribed to such term in Section 2.1(a)(ii).

 

Shelf
Underwriting Initiating Holders
” has the meaning ascribed to such term in Section 2.1(a)(ii).

 

Shelf
Underwriting Notice
” has the meaning ascribed to such term in Section 2.1(a)(ii).

 

Shelf
Underwriting Request
” has the meaning ascribed to such term in Section 2.1(a)(ii).

 

Subsidiary
means any direct or indirect subsidiary of the Company on the date hereof and any direct or indirect subsidiary of the Company organized
or acquired after the date hereof.

 

Underwritten
Block Trade
” has the meaning ascribed to such term in Section 2.1(a)(ii).

 

Valid
Business Reason
” has the meaning ascribed to such term in Section 2.1(c).

 

WKSI
means a “well-known seasoned issuer” (as defined in Rule 405 of the Securities Act).

 

Section 2.  
Registration Rights.

 

2.1.  
Demand Registrations.

 

(a)  
(i) As soon as practicable but no later than thirty (30) calendar days following the closing of the Merger (the “Filing
Date
”), the Company shall prepare and file with the SEC a shelf registration statement under Rule 415 of the Securities
Act (such registration statement, a “Shelf Registration Statement”) covering the resale of all the Registrable Securities
(determined as of two business days prior to such filing) on a delayed or continuous basis and shall use its commercially reasonable
efforts to have such Shelf Registration Statement declared effective as soon as practicable after the filing thereof and no later than
the earlier of (x) the ninetieth (90th) calendar day following the Filing Date if the Commission notifies the Company that it will “review”
the Shelf Registration Statement and (y) the tenth (10th) business day after the date the Company is notified in writing by the SEC that
such Shelf Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf Registration
Statement shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods
legally available to, and requested by, any Holder named therein. The Company shall maintain the Shelf Registration Statement in accordance
with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements
as may be necessary to keep a Shelf Registration Statement continuously effective, available for use to permit all Holders named therein
to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as
there are no longer any Registrable Securities. In the event the Company files a Shelf Registration Statement on Form S-1, the Company
shall use its commercially reasonable efforts to convert such Shelf Registration Statement to a Shelf Registration Statement on Form
S-3 as soon as practicable after the Company is eligible to use Form S-3.

 

(ii)  
Subject to Section 2.1(c) and the provisions below with respect to the Minimum Threshold, following the expiration of any
applicable lock-up agreement, each Holder (or Holders) shall have the right at any time and from time to time to elect to sell all or
any part of its Registrable Securities pursuant to an underwritten offering pursuant to the Shelf Registration Statement by delivering
a written request therefor to the Company specifying the number of Registrable Securities to be included in such registration and the
intended method of distribution thereof. The Holder or Holders shall make such election by delivering to the Company a written request
(a “Shelf Underwriting Request”) for such underwritten offering specifying the number of Registrable Securities that
the Holder or Holders desire to sell pursuant to such underwritten offering (the “Shelf Underwriting”). With respect
to any Shelf Underwriting Request, the Holder or Holders making such demand shall be referred to as the “Shelf Underwriting
Initiating Holders
”. As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting
Request, the Company shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request
to the Holders of record of other Registrable Securities registered on such Shelf Registration Statement (“Shelf Registrable
Securities
”). The Company, subject to Sections 2.3 and 2.6, shall include in such Shelf Underwriting (x) the
Registrable Securities of the Shelf Underwriting Initiating Holders and (y) the Shelf Registrable Securities of any other Holder
of Shelf Registrable Securities which shall have made a written request to the Company for inclusion in such Shelf Underwriting (which
request shall specify the maximum number of Shelf Registrable Securities intended to be disposed

 

of
by such Holder) within five (5) days after the receipt of the Shelf Underwriting Notice. The Company shall, as expeditiously as possible
(and in any event within fifteen (15) Business Days after the receipt of a Shelf Underwriting Request), but subject to Section 2.1(b),
use its reasonable best efforts to effect such Shelf Underwriting. The Company shall, at the request of any Shelf Underwriting Initiating
Holder or any other Holder of Registrable Securities registered on such Shelf Registration Statement, file any prospectus supplement
or, if the applicable Shelf Registration Statement is an automatic shelf registration statement, any post-effective amendments and otherwise
take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Shelf Underwriting Initiating
Holders or any other Holder of Shelf Registrable Securities to effect such Shelf Underwriting. Notwithstanding anything to the contrary
in this Section 2.1(a)(ii), each Shelf Underwriting must include, in the aggregate, Registrable Securities having an aggregate
market value of at least the Minimum Threshold (based on the Registrable Securities included in such Shelf Underwriting by all Participating
Holders). In connection with any Shelf Underwriting (including an Underwritten Block Trade), the Company shall have the right to designate
the Manager and each other managing underwriter in connection with any such Shelf Underwriting or Underwritten Block Trade, subject to
Shelf Underwriting Initiating Holders’ reasonable approval. Notwithstanding the foregoing, if a Shelf Underwriting Initiating Holder
wishes to engage in an underwritten block trade or similar transaction or other transaction with a 2-day or less marketing period (collectively,
Underwritten Block Trade”) off of a Shelf Registration Statement, then notwithstanding the foregoing time periods,
such Shelf Underwriting Initiating Holder only needs to notify the Company of the Underwritten Block Trade two (2) Business Days prior
to the day such offering is to commence and the Holders of record of other Registrable Securities shall not be entitled to notice of
such Underwritten Block Trade and shall not be entitled to participate in such Underwritten Block Trade.

 

(b)  
(i) At any time after the first anniversary of the Closing Date that a Shelf Registration Statement as required by Section 2.1(a)
is not available for use by the Holders (a “Demand Registration Period”) other than pursuant to Section 2.1(c),
subject to this Section 2.1(b) and Sections 2.1(c) and 2.3) and the provisions below with respect to the
Minimum Threshold, at any time and from time to time during such Demand Registration Period, each Initiating Holder (or Initiating Holders)
shall have the right to require the Company to effect one or more registration statements under the Securities Act covering all or any
part of its Registrable Securities by delivering a written request therefor to the Company specifying the number of Registrable Securities
to be included in such registration and the intended method of distribution thereof. Any such request by any Initiating Holder or Initiating
Holders pursuant to this Section 2.1(b)(i) is referred to herein as a “Demand Registration Request,”
and the registration so requested is referred to herein as a “Demand Registration”. Subject to Section 2.1(c),
the Initiating Holders shall be entitled to request (and the Company shall be required to effect) an unlimited number of Demand Registrations.
The Company shall give written notice (the “Demand Exercise Notice”) of such Demand Registration Request to each of
the Holders of record of Registrable Securities in accordance with Section 2.2, and, subject to Sections 2.3 and 2.6,
shall include in a Demand Registration (x) the Registrable Securities of the Initiating Holders and (y) the Registrable Securities
of any other Holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration
pursuant to Section 2.2. Notwithstanding anything to the contrary in this Section 2.1(b)(i), each Demand Registration
must include, in the aggregate, Registrable Securities having an aggregate market value of at least the Minimum Threshold (based on the
Registrable Securities included in such Demand Registration by all

 

Holders
participating in such Demand Registration). In connection with any Demand Registration, the Company shall have the right to designate
the Manager and each other managing underwriter in connection with any underwritten offering pursuant to such registration, subject to
the Initiating Holders’ reasonable approval; provided that in each case, each such underwriter is reasonably satisfactory
to the Company, which approval shall not be unreasonably withheld or delayed.

 

(ii)  
The Company shall, as expeditiously as possible, but subject to Section 2.1(c), use its reasonable best efforts to
(x) file or confidentially submit with the SEC (no later than (A) sixty (60) days from the Company’s receipt of the applicable
Demand Registration Request if the Demand Registration is on Form S-1 or similar long-form registration and or (B) thirty (30)
days from the Company’s receipt of the applicable Demand Registration Request if the Demand Registration is on Form S-3 or
any similar short-form registration), (y) cause to be declared effective as soon as reasonably practicable such registration statement
under the Securities Act that includes the Registrable Securities which the Company has been so requested to register for distribution
in accordance with the intended method of distribution, and (z) if requested by the Initiating Holders, obtain acceleration of the
effective date of the registration statement relating to such registration.

 

(c)  
Notwithstanding anything to the contrary in Section 2.1(a) or Section 2.1(b), the Shelf Underwriting and Demand
Registration rights granted in Section 2.1 (a) and Section 2.1(b) are subject to the following limitations: (i) the
Company shall not be required to cause a registration statement filed pursuant to Section 2.1(b) to be declared effective
within a period of ninety (90) days after the effective date of any other registration statement of the Company filed pursuant to the
Securities Act (other than a Form S-4, Form S-8 or a comparable form or an equivalent registration form then in effect); (ii) the
Company shall not be required to effect more than three (3) Demand Registrations on Form S-1 or any similar long-form registration
statement at the request of the Holders in the aggregate; (iii)  if the Board, in its good faith judgment, determines that any registration
of Registrable Securities or Shelf Underwriting should not be made or continued because it would materially and adversely interfere with
any existing or potential financing, acquisition, corporate reorganization, merger, share exchange or other transaction or event involving
the Company or any of its subsidiaries or would otherwise result in the public disclosure of information that the Board in good faith
has a bona fide business purpose for keeping confidential (a “Valid Business Reason”), then (x) the Company may
postpone filing or confidentially submitting a registration statement relating to a Demand Registration Request or a prospectus supplement
relating to a Shelf Underwriting Request until five (5) Business Days after such Valid Business Reason no longer exists, but in no event
for more than forty-five (45) days after the date the Board determines a Valid Business Reason exists or (y) if a registration statement
has been filed or confidentially submitted relating to a Demand Registration Request or a prospectus supplement has been filed relating
to a Shelf Underwriting Request, the Company may, to the extent determined in the good faith judgment of the Board to be reasonably necessary
to avoid interference with any of the transactions described above, suspend use of or, if required by the SEC, cause such registration
statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until
five (5) Business Days after such Valid Business Reason no longer exists, but in no event for more than forty-five (45) days after the
date the Board determines a Valid Business Reason exists (such period of postponement or withdrawal under this clause (iv), the
Postponement Period”). The Company shall give written notice to the Initiating Holders or Shelf Underwriting Initiating
Holders and any

 

other
Holders that have requested registration pursuant to Section 2.2 of its determination to postpone or suspend use of or withdraw
a registration statement and of the fact that the Valid Business Reason for such postponement or suspension or withdrawal no longer exists,
in each case, promptly after the occurrence thereof; provided, however, that the Company shall not be entitled to more
than two (2) Postponement Periods during any twelve (12) month period.

 

Each
Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to suspend
use of, withdraw, terminate or postpone amending or supplementing any registration statement pursuant to clause (c)(iii) above,
such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement. If the Company shall
have suspended use of, withdrawn or terminated a registration statement filed under Section 2.1(b)(i) (whether pursuant
to clause (c)(iii) above or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental
agency or court), the Company shall not be considered to have effected a Demand Registration for the purposes of this Agreement and such
request shall not count as a Demand Registration Request under this Agreement until the Company shall have permitted use of such suspended
registration statement or filed a new registration statement covering the Registrable Securities covered by the withdrawn or terminated
registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company
shall give any notice of suspension, withdrawal or postponement of a registration statement, the Company shall, not later than five (5)
Business Days after the Valid Business Reason that caused such suspension, withdrawal or postponement no longer exists (but, with respect
to a suspension, withdrawal or postponement pursuant to clause (c)(iii) above, in no event later than forty-five (45) days after
the date of the suspension, postponement or withdrawal), as applicable, permit use of such suspended registration statement or use its
reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or
postponed registration statement in accordance with this Section 2.1 (unless the Initiating Holders or Shelf Underwriting
Initiating Holders shall have withdrawn such request, in which case the Company shall not be considered to have effected a Demand Registration
for the purposes of this Agreement and such request shall not count as a Demand Registration Request under this Agreement), and following
such permission or such effectiveness such registration shall no longer be deemed to be suspended, withdrawn or postponed pursuant to
clause (iv) of Section 2.1(c) above.

 

(d)  
No Demand Registration shall be deemed to have occurred for purposes of Section 2.1(b) (i) if the registration
statement relating thereto (x) does not become effective, (y) is not maintained effective for a period of at least one hundred
eighty (180) days after the effective date thereof or such shorter period during which all Registrable Securities included in such Registration
Statement have actually been sold (provided, however, that such period shall be extended for a period of time equal to
the period any Holder of Registrable Securities refrains from selling any securities included in such Registration Statement at the request
of the Company or an underwriter of the Company), or (z) is subject to a stop order, injunction, or similar order or requirement
of the SEC during such period, (ii) for each Initiating Holder, if less than seventy five percent (75%) of the Registrable Securities
requested by such Initiating Holder to be included in such Demand Registration are not so included pursuant to Section 2.3,
(iii) if the method of disposition is a firm commitment underwritten public offering and less than seventy five percent (75%) of
the applicable Registrable Securities have not been sold pursuant thereto (excluding any

 

Registrable
Securities included for sale in the underwriters’ overallotment option) or (iv) if the conditions to closing specified in
any underwriting agreement, purchase agreement or similar agreement entered into in connection with the registration relating to such
request are not satisfied (other than as a result of a default or breach thereunder by such Initiating Holder(s) or its Affiliates or
are otherwise waived by such Initiating Holder(s)).

 

(e)  
Any Initiating Holder may withdraw or revoke a Demand Registration Request delivered by such Initiating Holder at any time prior
to the effectiveness of such Demand Registration by giving written notice to the Company of such withdrawal or revocation and such Demand
Registration shall have no further force or effect and such request shall not count as a Demand Registration Request under this Agreement.

 

2.2.  
Piggyback Registrations.

 

(a)  
If the Company proposes or is required to register any of its equity securities for its own account or for the account of any
other shareholder under the Securities Act (other than pursuant to registrations on Form S-4 or Form S-8 or any similar successor
forms thereto), the Company shall give written notice (the “Piggyback Notice”) of its intention to do so to each of
the Holders of record of Registrable Securities, at least five (5) Business Days prior to the filing of any registration statement under
the Securities Act. Notwithstanding the foregoing, the Company may delay any Piggyback Notice until after filing a registration statement,
so long as all recipients of such notice have the same amount of time to determine whether to participate in an offering as they would
have had if such notice had not been so delayed. Upon the written request of any such Holder, made within five (5) days following the
receipt of any such Piggyback Notice (which request shall specify the maximum number of Registrable Securities intended to be disposed
of by such Holder and the intended method of distribution thereof), the Company shall, subject to Sections 2.2(c), 2.3
and 2.6 hereof, use its reasonable best efforts to cause all such Registrable Securities, the Holders of which have so requested
the registration thereof, to be registered under the Securities Act with the securities which the Company at the time proposes to register
to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof) of the Registrable
Securities to be so registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration
statement filed by the Company or the prospectus related thereto. There is no limitation on the number of such piggyback registrations
which the Company is obligated to effect pursuant to the preceding sentence. No registration of Registrable Securities effected under
this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrations under Section 2.1
hereof. For the avoidance of doubt, this Section 2.2 shall not apply to any Underwritten Block Trade.

 

(b)  
Other than in connection with a Demand Registration or a Shelf Underwriting, at any time after giving a Piggyback Notice and prior
to the effective date of the registration statement filed in connection with such registration, if the Company shall determine for any
reason not to register or to delay registration of such equity securities, the Company may, at its election, give written notice of such
determination to all Holders of record of Registrable Securities and (x) in the case of a determination not to register, shall be
relieved of its obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice,
however, to the rights of Holders under Section 2.1, and (y) in the case of a

 

determination
to delay such registration of its equity securities, shall be permitted to delay the registration of such Registrable Securities for
the same period as the delay in registering such other equity securities.

 

(c)  
Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any registration statement
pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw; provided, however,
that such request must be made in writing prior to the earlier of the execution by such Holder of the underwriting agreement or the execution
by such Holder of the custody agreement with respect to such registration or as otherwise required by the underwriters.

 

2.3.  
Allocation of Securities Included in Registration Statement.

 

(a)  
If any requested registration or offering made pursuant to Section 2.1 (including a Shelf Underwriting) involves an
underwritten offering and the Manager of such offering shall advise the Company in good faith that, in its view, the number of securities
requested to be included in such underwritten offering by the Holders of Registrable Securities, the Company or any other Persons exercising
contractual registration rights (“Additional Piggyback Rights”) exceeds the largest number of securities (the “Section 2.3(a)
Sale Number
”) that can be sold in an orderly manner in such underwritten offering within a price range acceptable to the Initiating
Holders and the Majority Participating Holders, the Company shall include in such underwritten offering:

 

(i)  
first, all Registrable Securities requested to be included in such underwritten offering by the Holders thereof (including pursuant
to the exercise of piggyback rights pursuant to Section 2.2); provided, however, that if the number of such
Registrable Securities exceeds the Section 2.3(a) Sale Number, the number of such Registrable Securities (not to exceed the Section 2.3(a)
Sale Number) to be included in such underwritten offering shall be allocated on a pro rata basis among all Holders (including each Initiating
Holder) requesting that Registrable Securities be included in such underwritten offering (including pursuant to the exercise of piggyback
rights pursuant to Section 2.2), based on the number of Registrable Securities then owned by each such Holder requesting
inclusion in relation to the aggregate number of Registrable Securities owned by all Holders requesting inclusion; and

 

(ii)  
second, to the extent that the number of Registrable Securities to be included pursuant to clause (i) of this Section 2.3(a)
is less than the Section 2.3(a) Sale Number, any securities that the Company proposes to register for its own account, up to
the Section 2.3(a) Sale Number; and (iii) third, to the extent that the number of securities to be included pursuant to clauses
(i) and (ii) of this Section 2.3(a) is less than the Section 2.3(a) Sale Number, the remaining securities
to be included in such underwritten offering shall be allocated on a pro rata basis among all Persons other than Holders requesting that
securities be included in such underwritten offering pursuant to the exercise of Additional Piggyback Rights (“Piggyback Shares”),
based on the aggregate number of Piggyback Shares then owned by each Person requesting inclusion in relation to the aggregate number
of Piggyback Shares owned by all Persons requesting inclusion, up to the Section 2.3(a) Sale Number.

 

(b)  
If any registration or offering made pursuant to Section 2.2 involves an underwritten primary offering on behalf of
the Company and the Manager shall advise the Company that, in its view, the number of securities requested to be included in such underwritten
offering by the Holders of Registrable Securities, the Company or any other Persons exercising Additional Piggyback Rights exceeds the
largest number of securities (the “Section 2.3(b) Sale Number”) that can be sold in an orderly manner in such
underwritten offering within a price range acceptable to the Company, the Company shall include in such underwritten offering:

 

(i)  
first, all equity securities that the Company proposes to register for its own account; and

 

(ii)  
second, to the extent that the number of securities to be included pursuant to clause (i) of this Section 2.3(b)
is less than the Section 2.3(b) Sale Number, the remaining Registrable Securities to be included in such underwritten offering
shall be allocated on a pro rata basis among all Holders requesting that Registrable Securities be included in such underwritten offering
pursuant to the exercise of piggyback rights pursuant to Section 2.2(a), based on the aggregate number of Registrable Securities
then owned by each such Holder requesting inclusion in relation to the aggregate number of Registrable Securities owned by all Holders
requesting inclusion, up to the Section 2.3(b) Sale Number; and (iii) third, to the extent that the number of securities to
be included pursuant to clauses (i) and (ii) of this Section 2.3(b) is less than the Section 2.3(b) Sale Number,
the remaining securities to be included in such underwritten offering shall be allocated on a pro rata basis among all Persons requesting
that Piggyback Shares be included in such underwritten offering pursuant to the exercise of Additional Piggyback Rights, based on the
aggregate number of Piggyback Shares then owned by each Person requesting inclusion in relation to the aggregate number of Piggyback
Shares owned by all Persons requesting inclusion, up to the Section 2.3(b) Sale Number.

 

(c)  
If any registration pursuant to Section 2.2 involves an underwritten offering that was initially requested by any
Person(s) (other than a Holder) to whom the Company has granted registration rights which are not inconsistent with the rights granted
in, and do not otherwise conflict with the terms of, this Agreement and the Manager shall advise the Company that, in its view, the number
of securities requested to be included in such underwritten offering exceeds the largest number of securities (the “Section 2.3(c)
Sale Number
”) that can be sold in an orderly manner in such underwritten offering within a price range acceptable to the Company,
the Company shall include in such underwritten offering:

 

(i)  
first, the shares requested to be included in such underwritten offering shall be allocated on a pro rata basis among such Person(s)
requesting the registration and all Holders requesting that Registrable Securities be included in such underwritten offering pursuant
to the exercise of piggyback rights pursuant to Section 2.2(a), based on the aggregate number of securities or Registrable
Securities, as applicable, then owned by each of the foregoing requesting inclusion in relation to the aggregate number of securities
or Registrable Securities, as applicable, owned by all such Persons and Holders requesting inclusion, up to the Section 2.3(c) Sale
Number; and

 

(ii)  
second, to the extent that the number of securities to be included pursuant to clause (i) of this Section 2.3(c)
is less than the Section 2.3(c) Sale Number, the

 

remaining
securities to be included in such underwritten offering shall be allocated on a pro rata basis among all Persons requesting that Piggyback
Shares be included in such underwritten offering pursuant to the exercise of Additional Piggyback Rights, based on the aggregate number
of Piggyback Shares then owned by each Person requesting inclusion in relation to the aggregate number of Piggyback Shares owned by all
Persons requesting inclusion, up to the Section 2.3(c) Sale Number; and (iii) third, to the extent that the number of securities
to be included pursuant to clauses (i) and (ii) of this Section 2.3(c) is less than the Section 2.3(c) Sale
Number, any equity securities that the Company proposes to register for its own account, up to the Section 2.3(c) Sale Number.

 

(d)  
If, as a result of the proration provisions set forth in clauses (a), (b) or (c) of this Section 2.3,
any Holder shall not be entitled to include all Registrable Securities in an underwritten offering that such Holder has requested be
included, such Holder may elect to withdraw such Holder’s request to include Registrable Securities in the registration to which
such underwritten offering relates or may reduce the number requested to be included; provided, however, that (x) such
request must be made in writing prior to the earlier of such Holder’s execution of the underwriting agreement or such Holder’s
execution of the custody agreement with respect to such registration and (y) such withdrawal or reduction shall be irrevocable and,
after making such withdrawal or reduction, such Holder shall no longer have any right to include Registrable Securities in the registration
as to which such withdrawal or reduction was made to the extent of the Registrable Securities so withdrawn or reduced.

 

2.4.  
Registration Procedures. If and whenever the Company is required by the provisions of this Agreement to effect or cause
the registration of and/or participate in any offering or sale of any Registrable Securities under the Securities Act as provided in
this Agreement (or use reasonable best efforts to accomplish the same), the Company shall, as expeditiously as possible:

 

(a)  
prepare and file all filings with the SEC and FINRA as soon as practicable required for the consummation of the offering, including
preparing and filing with the SEC a registration statement on an appropriate registration form of the SEC for the disposition of such
Registrable Securities in accordance with the intended method of disposition thereof, which registration form (i) shall be selected
by the Company (except as provided for in a Demand Registration Request) and (ii) shall, in the case of a shelf registration, be
available for the sale of the Registrable Securities by the selling Holders thereof and such registration statement shall comply as to
form in all material respects with the requirements of the applicable registration form and include all financial statements required
by the SEC to be filed therewith, and the Company shall use its reasonable best efforts to cause such registration statement to become
effective and remain continuously effective for such period as required by this Agreement (provided, however, that as far
in advance as reasonably practicable before filing a registration statement or prospectus or any amendments or supplements thereto, or
comparable statements under securities or state “blue sky” laws of any jurisdiction, or any free writing prospectus related
thereto, the Company will furnish to the Holders participating in the planned offering and to the Manager, if any, copies of all such
documents proposed to be filed (including all exhibits thereto), which documents will be subject to their reasonable review and reasonable
comment and the Company shall not file any registration statement or amendment thereto, any prospectus or supplement thereto or any free
writing prospectus related thereto to which the Initiating Holders, the Majority Participating

 

Holders
or the underwriters, if any, shall reasonably object); provided, however, that, notwithstanding the foregoing, in no event
shall the Company be required to file any document with the SEC which in the view of the Company or its counsel contains an untrue statement
of a material fact or omits to state a material fact required to be stated therein or necessary to make any statement therein not misleading;

 

(b)  
(i) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used
in connection therewith and such free writing prospectuses and Exchange Act reports as may be necessary to keep such registration statement
continuously effective for such period as required by this Agreement and to comply with the provisions of the Securities Act with respect
to the sale or other disposition of all Registrable Securities covered by such registration statement, and any prospectus so supplemented
to be filed pursuant to Rule 424 under the Securities Act, in accordance with the intended methods of disposition by the seller
or sellers thereof set forth in such registration statement and (ii) provide notice to such sellers of Registrable Securities and
the Manager, if any, of the Company’s reasonable determination that a post-effective amendment to a registration statement would
be appropriate;

 

(c)  
furnish, without charge, to each Participating Holder and each underwriter, if any, of the securities covered by such registration
statement such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits),
the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus) and any other
prospectus filed under Rule 424 under the Securities Act, each free writing prospectus utilized in connection therewith, in each
case, in conformity with the requirements of the Securities Act, and other documents, as such seller and underwriter may reasonably request
in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller (the Company hereby consenting
to the use in accordance with all applicable laws of each such registration statement (or amendment or post-effective amendment thereto)
and each such prospectus (or preliminary prospectus or supplement thereto) or free writing prospectus by each such Participating Holder
and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such registration statement
or prospectus);

 

(d)  
use its reasonable best efforts to register or qualify the Registrable Securities covered by such registration statement under
such other securities or state “blue sky” laws of such jurisdictions as any sellers of Registrable Securities or any managing
underwriter, if any, shall reasonably request in writing, and do any and all other acts and things which may be reasonably necessary
or advisable to enable such sellers or underwriter, if any, to consummate the disposition of the Registrable Securities in such jurisdictions
(including keeping such registration or qualification in effect for so long as such registration statement remains in effect), except
that in no event shall the Company be required to qualify to do business as a foreign corporation in any jurisdiction where it would
not, but for the requirements of this paragraph (d), be required to be so qualified, to subject itself to taxation in any such jurisdiction
or to consent to general service of process in any such jurisdiction;

 

(e)  
promptly notify each Participating Holder and each managing underwriter, if any: (i) when the registration statement, any
pre-effective amendment, the prospectus or any

 

prospectus
supplement related thereto, any post-effective amendment to the registration statement or any free writing prospectus has been filed
with the SEC and, with respect to the registration statement or any post-effective amendment, when the same has become effective; (ii) of
any request by the SEC or state securities authority for amendments or supplements to the registration statement or the prospectus related
thereto or for additional information; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the registration
statement or the initiation of any proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect
to the suspension of the qualification of any Registrable Securities for sale under the securities or state “blue sky” laws
of any jurisdiction or the initiation of any proceeding for such purpose; (v) of the existence of any fact of which the Company
becomes aware which results in the registration statement or any amendment thereto, the prospectus related thereto or any supplement
thereto, any document incorporated therein by reference, any free writing prospectus or the information conveyed at the time of sale
to any purchaser containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein
or necessary to make any statement therein not misleading; and (vi) if at any time the representations and warranties contemplated
by any underwriting agreement, securities sale agreement, or other similar agreement, relating to the offering shall cease to be true
and correct in all material respects (unless otherwise qualified by materiality in which case such representations and warranties shall
cease to be true and correct in all respects); and, if the notification relates to an event described in clause (v), unless the
Company has declared that a Postponement Period exists, the Company shall promptly prepare and furnish to each such seller and each underwriter,
if any, a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to the purchasers of such
Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein in the light of the circumstances under which they were made not misleading;

 

(f)  
comply (and continue to comply) with all applicable rules and regulations of the SEC (including maintaining disclosure controls
and procedures (as defined in Exchange Act Rule 13a-15(e)) and internal control over financial reporting (as defined in Exchange
Act Rule 13a-15(f)) in accordance with the Exchange Act), and make generally available to its security holders (including by way
of filings with the SEC), as soon as reasonably practicable after the effective date of the registration statement (and in any event
within forty-five (45) days, or ninety (90) days if it is a fiscal year, after the end of such twelve month period described hereafter),
an earnings statement (which need not be audited) covering the period of at least twelve (12) consecutive months beginning with the first
day of the Company’s first calendar quarter after the effective date of the registration statement, which earnings statement shall
satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

 

(g)  
(i) (A) use its reasonable best efforts to cause all such Registrable Securities covered by such registration statement
to be listed on the principal securities exchange on which similar securities issued by the Company are then listed, if the listing of
such Registrable Securities is then permitted under the rules of such exchange, or (B) if no similar securities are then so listed,
use its reasonable best efforts to either cause all such Registrable Securities to be listed on a national securities exchange or to
secure designation of all such Registrable Securities as a New York Stock Exchange “nat