Exhibit 10.1


 


	


SUBSCRIPTION AGREEMENT


 


This SUBSCRIPTION AGREEMENT (this “Subscription
Agreement”) is entered into this 31st day of March 2022, by and among Virgin Group Acquisition Corp. II, a Cayman
Islands exempted company (“VGAC”), Grove Collaborative, Inc., a Delaware public benefit corporation (“Grove”
and, together with VGAC, each an “Issuer”), and Corvina Holdings Limited, a BVI business company limited by shares
incorporated in the British Virgin Islands (“Subscriber”). Defined terms used but not otherwise defined herein shall
have the respective meanings ascribed thereto in the Business Combination Agreement (as defined below).


 


WHEREAS, VGAC, Grove and the other parties named
therein are party to that certain Agreement and Plan of Merger, dated as of December 7, 2021 (as amended, modified, supplemented or waived
from time to time in accordance with its terms, the “Business Combination Agreement”), pursuant to which VGAC will
redomesticate as a public benefit corporation organized under the state of Delaware (the “Redomestication”) and, one
Business Day thereafter, a wholly owned subsidiary of VGAC will merge with and into Grove, with Grove surviving as a wholly owned subsidiary
of VGAC (the “Initial Merger”);


 


WHEREAS, concurrently with the entry into this
Agreement, the Business Combination Agreement is being amended and restated to, among other things, reflect that immediately after the
Initial Merger, Grove will merge with and into a second wholly owned subsidiary of VGAC, with the second wholly owned subsidiary surviving
as a wholly owned subsidiary of VGAC (the “Final Merger” and together with the Initial Merger and the other transactions
contemplated by the Business Combination Agreement, the “Transactions”) (the “BCA Amendment”);


 


WHEREAS, in connection with the Transactions, Subscriber
desires to subscribe for and purchase from Grove, on the date hereof, the Tranche 1 Shares (as defined below) for the Tranche 1 Purchase
Price (as defined below), and Grove desires to issue and sell to Subscriber the Tranche 1 Shares in consideration of the payment of the
Tranche 1 Purchase Price therefor by or on behalf of Subscriber to Grove, all on the terms and subject to the conditions set forth herein;


 


WHEREAS, in connection with the Transactions, Subscriber
desires to subscribe for and purchase from VGAC, concurrently with the Business Combination Closing (as defined below), the Tranche 2
Shares (as defined below) (together with the Tranche 1 Shares, the “Subscribed Shares”), if any, for the Tranche 2
Purchase Price (as defined below), and Grove desires to issue and sell to Subscriber the Tranche 2 Shares, if any, in consideration of
the payment of the Tranche 2 Purchase Price by or on behalf of Subscriber to VGAC, all on the terms and subject to the conditions set
forth herein;


 


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 VGAC (the “Other Subscription Agreements”), pursuant
to which such Other Subscribers have agreed to purchase VGAC Common Shares on the Closing Date (as defined below);


 




    1 


     


    

WHEREAS, concurrently with the entry into this
Agreement, the Sponsor Letter Agreement (the “Sponsor Letter Agreement”), dated as of December 7, 2021, by and among
VGAC, Grove and the other Persons party thereto, is being amended to delete certain earn-out provisions that were to be applicable to
a portion of the VGAC Common Shares (as defined below) held by Virgin Group Acquisition Sponsor II LLC, a Cayman Islands limited liability
company and Affiliate of the Subscriber (the “Sponsor”), following the Redomestication (the “Sponsor Letter
Agreement Amendment”); and


 


WHEREAS, the Other Subscribers have (i) acknowledged
(A) the waiver by Grove of the available cash condition set forth in Section 8.03(e) of the Business Combination Agreement, (B) the terms
and conditions of this Agreement and the issuance by Grove and VGAC of the Tranche 1 Shares and the Tranche 2 Shares, as applicable and
(C) that Grove and VGAC shall enter into this Agreement and, concurrently therewith, amend and restate the Business Combination Agreement,
(ii) irrevocably agreed that none of the foregoing shall constitute a breach of any representation, warranty, covenant or agreement of
VGAC under the Other Subscription Agreements and (iii) irrevocably waived all conditions and restrictions related to the foregoing and
any rights that the Other Subscribers may have in connection therewith.


 


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:


 


1.           
Definitions.


 


1.1.           
For purposes of this Subscription Agreement:


 


1.1.1.           
“Adjusted EBITDA” means earnings before interest, taxes, depreciation and amortization, and further excluding
stock-based compensation, litigation expense, acquisition related expenses and other similar extraordinary items.


 


1.1.2.           
“Adjusted Tranche 1 Per Share Price” means an amount equal to (i) $10.00 multiplied by (ii) the Exchange Ratio
(as determined pursuant to, and in accordance with, the terms of the Business Combination Agreement).


 


1.1.3.           
“Adjusted Tranche 1 Share Number” means a number of shares of Grove Common Stock equal to (i) $27,500,000 divided
by (ii) the Adjusted Tranche 1 Per Share Price.


 


1.1.4.           
“Conversion Date” means the date on which Grove issues shares of preferred stock in a Conversion Triggering
Financing Round.


 


1.1.5.           
“Conversion Triggering Financing Round” means other than a Permitted Financing, any bona fide preferred equity
financing of Grove after the date hereof.


 


1.1.6.           
“Conversion Triggering Shares” means shares of preferred stock of Grove issued in a Conversion Triggering Financing
Round.


 




    2 


     


    

1.1.7.           
“Deemed Liquidation Event” has the meaning given to such term in the Company Certificate of Incorporation, as
in effect on the date hereof.


 


1.1.8.           
“Grove Capital Stock” has the meaning given to the term “Company Capital Stock” in the Business
Combination Agreement.


 


1.1.9.           
“Grove Common Stock” has the meaning given to the term “Company Common Stock” in the Business Combination
Agreement.


 


1.1.10.       
“Grove Organizational Documents” has the meaning given to the term “Company Organizational Documents”
in the Business Combination Agreement.


 


1.1.11.       
“Grove Securities” has the meaning given to the term “Company Securities” in the Business Combination
Agreement.


 


1.1.12.       
“Measurement Date” means the last day of the Measurement Period.


 


1.1.13.       
“Measurement Period” means the period of ten Trading Days commencing the first Trading Day after the date of
VGAC’s first quarterly earnings call for a fiscal quarter that ends following the Business Combination Closing.


 


1.1.14.       
“Minimum Tranche 1 Return” has the definition set forth on Schedule A.


 


1.1.15.       
“Permitted Financing Shares” means any shares of capital stock of Grove issued in a Permitted Financing (including
any shares of Grove Capital Stock into which any indebtedness constituting Permitted Financing are convertible).


 


1.1.16.        “Permitted
Financing” means the financing contemplated by the Indicative Summary Term Sheet dated as of March 2022, by and between
Grove and the lenders party thereto or, if such financing is not consummated, any alternative debt or senior equity financing
consummated by Grove prior to the Outside Date.


 


1.1.17.       
“Profitable Quarter” means any fiscal quarter of Grove in which Grove has Adjusted EBITDA of at least $5,000,000.


 


1.1.18.       
“Redemption Share Amount” means a number of Tranche 1 Shares equal to (i) an amount equal to (A) the amount
of cash available, as of immediately prior to the Closing, 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) minus (B) $22,500,000; provided, that in no event shall the amount
pursuant to this clause (i) be greater than $27,500,000 or less than zero, divided by (ii) the Adjusted Tranche 1 Per Share Price.


 


1.1.19.       
“Tranche 1 Purchase Price” means an amount, in cash, equal to $27,500,000.


 




    3 


     


    

1.1.20.       
“Tranche 1 Preferred Shares” means a newly created class of share of preferred stock of Grove with rights, preference
and privileges no less favorable to the holder than the rights, preferences and privileges set forth on Schedule A and otherwise
having rights, preferences and privileges equivalent to the terms of the Conversion Triggering Shares.


 


1.1.21.       
 “Tranche 1 Shares” means a number of shares of Grove Common Stock equal to (i) the Tranche 1 Purchase Price
divided by (ii) $11.70, as adjusted to include any additional shares of Grove Common Stock issued to the Subscriber pursuant to
Section ‎2.1.6.


 


1.1.22.       
“Tranche 2 Purchase Price” means an amount, in cash, equal to (i) $22,500,000 minus (ii) the amount of
cash available, as of immediately prior to the Closing, 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); provided, that in no event shall the Tranche 2 Purchase Price be
less than zero.


 


1.1.23.       
“Tranche 2 Shares” means a number of VGAC Common Shares equal to (i) the Tranche 2 Purchase Price divided
by (ii) $10.00.


 


1.1.24.       
“VGAC Class A Common Shares” means shares of Class A common stock, par value $0.0001 per share, of VGAC after
giving effect to the Redomestication.


 


1.1.25.       
“VGAC Class B Common Shares” means shares of Class B common stock, par value $0.0001 per share, of VGAC after
giving effect to the Redomestication.


 


1.1.26.       
“VGAC Common Shares” means VGAC Class A Common Shares and VGAC Class B Common Shares.


 


1.1.27.       
“VGAC Warrant Percentage” means the sum of (x) 0.75% and (y) the product of (1) 1.25% multiplied by (2) the
quotient of (A) the number of Post-Combination VGAC Shares divided by (B) 5,000,000.


 


2.           
Tranche 1 Subscription.


 


2.1.           
Initial Subscription


 


2.1.1.           
Subject to the terms and conditions hereof, at the Tranche 1 Closing (as defined below), Subscriber hereby agrees to subscribe
for and purchase, and Grove hereby agrees to issue and sell to Subscriber, upon the payment of the Tranche 1 Purchase Price, the Tranche
1 Shares (such subscription and issuance, the “Tranche 1 Subscription”).


 


2.1.2.           
At all times from the date hereof until the earlier of (a) the Business Combination Closing, (b) the Conversion Date and (c) the
date on which no Tranche 1 Shares are outstanding, Grove shall not:


 




    4 


     


    

(a)        
authorize or issue any equity securities, or incur any indebtedness for borrowed money, unless the proceeds of such financing are
applied in accordance with Section 2.2.2; or


 


(b)        
pay any dividends or distributions on, or redeem, any shares of capital stock of Grove or any of its Subsidiaries.


 


2.1.3.           
For so long as any Tranche 1 Shares are outstanding, Grove shall not:


 


(a)        
(i) liquidate, dissolve or wind up the affairs of Grove or effect any merger or consolidation other than pursuant to the Business
Combination Agreement, (ii) institute or cause to have instituted against it any bankruptcy, reorganization, debt arrangement or similar
proceeding under any bankruptcy, insolvency or similar law, or any dissolution or liquidation proceeding, (iii) have a receiver appointed
for Grove or a substantial part of its assets or properties or (iv) make an assignment for the benefit of creditors, or petition or apply
to any Governmental Authority for, or consent or acquiesce to, the appointment of a custodian, receiver or trustee for all or substantially
all of its assets or properties (each, a “Liquidation Event”) (other than a Change of Control), in each case, unless
the holders of the Tranche 1 Shares receive, prior to the payment or distribution of any amounts in respect of Grove Capital Stock (other
than Permitted Financing Shares), for each such Tranche 1 Share an amount in cash equal to the greater of (i) the Minimum Tranche 1 Return
and (ii) the amount payable or distributable in respect of a share of Grove Common Stock (the “Tranche 1 Liquidation Preference”);


 


(b)        
purchase or redeem any shares of Grove Capital Stock (other than stock repurchased from former employees or consultants in connection
with the cessation of their employment or services, at the lower of fair market value or cost);


 


(c)        
authorize or create (by reclassification, merger or otherwise) or issue or obligate itself to issue any new class or series of
equity security (including any security convertible into or exercisable for any equity security) having rights, preferences or privileges
senior to the Tranche 1 Shares, including by modifying the rights, preferences or privileges of any other class or series of equity security
(including any security convertible into or exercisable for any equity security), other than (x) where the proceeds of such financing
are applied to redeem the Tranche 1 Shares in full in accordance with Section ‎2.2.2 or (y) Permitted Financing Shares;
or


 


(d)        
other than pursuant to the Business Combination Agreement, enter into a Change of Control (or a definitive agreement providing
for a Change of Control), unless:


 




    5 


     


    

(i)          
if the consideration payable to Grove, or in respect of Grove Capital Stock, in connection with such Change of Control is comprised
solely of cash or a mixture of cash and non-cash consideration (a “Cash Change of Control”), Grove redeems all (but
not less than all) of the Tranche 1 Shares at a price equal to the greater of (A) the Minimum Tranche 1 Return and (B) the amount per
Tranche 1 Share that the Subscriber would have received in such Change of Control, which redemption shall be made on the same day as (and
contemporaneously with) the consummation of such Cash Change of Control and shall be paid in cash;


 


(ii)       
if the consideration payable to Grove, or in respect of Grove Capital Stock, in connection with such Change of Control is comprised
solely of non-cash consideration (other than any cash consideration solely in lieu of fractional shares) (a “Non-Cash Change
of Control”), and Grove will not be the surviving Person upon the consummation of such Non-Cash Change of Control, Grove delivers
or causes to be delivered to the Subscriber, in exchange for the Tranche 1 Shares, a security in the surviving Person or the parent of
the surviving Person that has rights, preferences and privileges substantially similar to the Tranche 1 Preferred Shares (such security
in the surviving Person, a “Substantially Equivalent Security”); and


 


2.1.4.           
For so long as any Tranche 1 Shares are outstanding, the Subscriber will have the right to participate in any transfer of shares
of Grove Capital Stock on the terms set forth in the Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of November
25, 2020 by and among Grove, the Major Investors and the Key Holders (each, as defined therein), mutatis mutandis.


 


2.1.5.           
For so long as the Subscriber holds any Tranche 1 Shares, Grove Warrants or shares of Grove Common Stock issuable upon exercise
of such Grove Warrants, the Subscriber will have registration rights with respect to such equity securities on the terms set forth in
the Amended and Restated Investors’ Rights Agreement dated November 25, 2020 by and between Grove and the investors listed on Schedule
A thereto, mutatis mutandis.


 


2.1.6.           
Immediately prior to the consummation of Transactions, the following transactions shall occur in the following order:


 


(a)        
if the Adjusted Tranche 1 Share Number is less than the number of Tranche 1 Shares issued on the date hereof, then Grove shall
redeem a number of Tranche 1 Shares equal to such shortfall for no consideration;


 


(b)        
if the Adjusted Tranche 1 Share Number exceeds the number of Tranche 1 Shares issued on the date hereof, then Grove shall issue
to the Subscriber a number of Tranche 1 Shares equal to such excess for no consideration; and


 




    6 


     


    

(c)        
if elected by the Subscriber in writing to Grove, the Subscriber shall sell to Grove a number of Tranche 1 Shares equal to the
Redemption Share Amount, at a purchase price equal to the Adjusted Tranche 1 Per Share Price, payable by wire transfer of immediately
available funds to an account designated by the Subscriber.


 


2.1.7.           
Immediately after the conversion of any outstanding Tranche 1 Shares to VGAC Class B Common Shares pursuant to Section 3.01 of
the Business Combination Agreement, Subscriber and VGAC agree that each such VGAC Class B Common Share shall be exchanged for one VGAC
Class A Common Share.


 


2.2.           
Termination of the Transactions. In the event that the Business Combination Agreement is terminated pursuant to Section
9.01 of the Business Combination Agreement without the Transactions having been consummated:


 


2.2.1.           
on the Conversion Date, the Tranche 1 Shares shall automatically convert into, or be exchanged for, a number of Tranche 1 Preferred
Shares equal to the quotient of (A) the aggregate purchase price of the then outstanding Tranche 1 Shares, divided by (B) the product
of (i) 70% multiplied by (ii) the lesser of (x) the purchase price per share actually paid by investors for such round, and (y) the purchase
price per share that would have resulted from the calculation in (i) if calculated based on a pre-money valuation of $1,400,000,000. Grove
shall take all actions required to take the actions contemplated by this Section 2.2.1, including all necessary corporate approvals and
amendments of the Grove Organizational Documents;


 


2.2.2.           
if, prior to the Conversion Date, Grove obtains any debt or equity financing, other than Permitted Financing, in excess of $100,000,000
in the aggregate, Grove shall promptly notify Subscriber thereof and Subscriber shall have the right (but not the obligation) to elect
that Grove use such excess financing to redeem the Tranche 1 Shares for a redemption price equal to the Minimum Tranche 1 Return. If the
issuance of the Conversion Triggering Shares results in Grove having obtained debt or equity financing, other than Permitted Financing,
in excess of $100,000,000 in the aggregate after the date hereof, Grove shall first redeem any Tranche 1 Shares that Subscriber has elected
to be repurchased pursuant to this Section 2.2.2 and then, to the extent any Tranche 1 Shares remain outstanding, such Tranche 1 Shares
shall convert into Tranche 1 Preferred Shares in accordance with Section 2.2.1;


 


2.2.3.           
upon the termination of the Business Combination Agreement, Grove shall issue to Subscriber a number of warrants of Grove (each,
a “Grove Warrant”), each exercisable for one share of Grove Common Stock at an exercise price of $0.01, equal to 3.0%
of the Grove Securities issued and outstanding on such date on a fully diluted basis (and if, following termination of the Business Combination
Agreement, Grove issues any Permitted Financing Shares, Grove shall issue to Subscriber an additional number of Grove Warrants equal to
3.0% of the Permitted Financing Shares). Such Grove Warrants shall be exercisable by Subscriber at any time for a period of five years
from the date of issuance and shall otherwise be on terms customary for warrants of such nature; and


 




    7 


     


    

2.2.4.           
if by the 18 month anniversary of the date hereof, Grove has not completed a Deemed Liquidation Event, completed a Conversion Triggering
Financing Round, or had at least one Profitable Quarter, then Subscriber can elect to exchange the Tranche 1 Shares for shares of non-convertible
preferred stock of Grove, at face value, with such shares of preferred stock to (A) be senior to all other equity interests of Grove (other
than Permitted Financing Shares) and (B) have rights, preferences and privileges no less favorable than the rights, preferences and privileges
(other than with respect to conversion into Grove Common Stock) set forth on Schedule A.


 


3.           
Tranche 2 Subscription.


 


3.1.           
Closing Subscription.


 


3.1.1.           
Subject to the terms and conditions hereof, at the Tranche 2 Closing (as defined below), Subscriber hereby agrees to subscribe
for and purchase, and VGAC hereby agrees to issue and sell to Subscriber, upon the payment of the Tranche 2 Purchase Price, the Tranche
2 Shares (such subscription and issuance, the “Tranche 2 Subscription” and, together with the Tranche 1 Subscription,
the “Subscriptions”). Notwithstanding anything herein to the contrary, the consummation of the Tranche 2 Subscription
is contingent upon the substantially concurrent occurrence of the closing of the Transactions (the “Business Combination Closing”)
as further described herein. Each of VGAC and Subscriber acknowledge and agree that the Tranche 2 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).


 


3.1.2.           
Notwithstanding anything in this Agreement to the contrary, the provisions of this Section ‎3.1 and Section
‎5.2 shall cease to apply upon the Business Combination Agreement being validly terminated in accordance with its terms.


 


3.2.           
Additional Shares.


 


3.2.1.           
In the event that the volume-weighted average price of VGAC stock over the Measurement Period (the “Measurement Period
VWAP”), is less than $10.00 per VGAC Class A Common Share, then Subscriber shall be entitled to receive a number of additional
VGAC Class A Common Shares equal to the lesser of (i) the product of (x) the sum of (1) the VGAC Class B Common Shares issued to Subscriber
at the Business Combination Closing pursuant to the Business Combination Agreement as consideration for the Tranche 1 Shares and (2) the
Tranche 2 Shares, if any (collectively, the “Post-Combination VGAC Shares”), multiplied by (y) a fraction, (A) the
numerator of which is $10.00 (as adjusted for any stock split, reverse stock split or similar adjustment following the Business Combination
Closing) minus the Measurement Period VWAP, and (B) the denominator of which is the Measurement Period VWAP and (ii) the number of Post-Combination
VGAC Shares outstanding as of immediately following the Business Combination Closing (such additional VGAC Class A Common Shares, “Additional
Shares”). VGAC will issue the Additional Shares to Subscriber promptly (but in any event within five Business Days) after the
Measurement Date. Notwithstanding anything to the contrary herein, no fraction of a VGAC Class A Common Share will be delivered pursuant
to this Section ‎3.2, and if Subscriber would otherwise be entitled to a fraction of a VGAC Common Share, Subscriber shall
instead have the number of Additional Shares issued to Subscriber rounded down to the nearest whole VGAC Class A Common Share.


 




    8 


     


    

3.3.           
Measurement Period.


 


3.3.1.           
From and after the later of (i) the date VGAC provides notice to the Subscriber of VGAC’s first earnings announcement for
a quarterly period ending after the Business Combination Closing (the “First Public Earnings Announcement”) and the
20th Trading Day prior to the First Public Earnings Announcement, and through the end of the Measurement Period, VGAC and Subscriber shall
not repurchase, redeem, otherwise acquire, or enter into a call transaction or sell, pledge, contract to sell or enter in any sale-equivalent
transaction or engage in any similar transaction, including any constructive purchase or call, sale or put, or hedging, derivative or
other transaction with the same or similar effect, or enter into any contract, option or other arrangement in respect thereof, or publicly
announce an intention to take any of the foregoing actions with respect to any capital stock of VGAC, any securities convertible into
or exchangeable for capital stock of VGAC or any options, warrants or other rights to acquire Shares; provided, that this Section
‎3.3 shall not prohibit any such purchase or acquisition by VGAC pursuant to an employee or director stock ownership or other
benefit plan or prevent VGAC from otherwise issuing any capital stock.


 


3.4.           
Lock-Up


 


3.4.1.           
Subject to Section ‎3.4.2, Subscriber acknowledges and agrees that, the Post-Combination VGAC Shares, any Additional
Shares issued prior to the Release Date, any warrants to acquire VGAC Common Shares (the “VGAC Warrants”) and any VGAC
Common Shares for which VGAC Warrants are exercised (collectively, the “Lock-Up Interests”) may not be transferred
prior to the earlier of (x) the effective date of the Registration Statement on Form S-1 filed to register the securities issued in the
PIPE Financing and (y) 90 days after the Business Combination Closing (the earlier of (x) and (y), the “Release Date”).
For the avoidance of doubt, shares held by the Subscriber pursuant to the Subscription Agreement, dated as of December 7, 2021, between
the Subscriber and VGAC, shall not be considered Lock-Up Interests for purposes of this Subscription Agreement, and shares held by the
Sponsor shall not be considered Lock-Up Interests for purposes of this Subscription Agreement and shall be governed by the lock-up provisions
set forth in the Sponsor Letter Agreement.


 


3.4.2.           
Notwithstanding the provisions set forth in Section 3.4.1, Subscriber may transfer the Lock-Up Interests prior to the Release Date
(i) to any affiliates of Subscriber, (ii) by virtue of Subscriber’s certificate of incorporation or bylaws (or equivalent) upon
dissolution of Subscriber; (iii) in connection with a bona fide gift or charitable contribution without consideration; (iv) with the written
consent of the board of directors of VGAC following the Business Combination Closing; (v) in the event (A) there is a Change of Control,
(B) any liquidation, dissolution or winding up of VGAC (whether voluntary or involuntary) is initiated, (C) any bankruptcy,


 




    9 


     


    

reorganization,
debt arrangement or similar proceeding under any bankruptcy, insolvency or similar law, or any dissolution or liquidation proceeding,
is instituted by or against VGAC, or a receiver is appointed for VGAC or a substantial part of its assets or properties or (D) VGAC 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; provided that as
a condition to any such transfer such transferee agrees to be bound to this Subscription Agreement as if it were Subscriber hereunder.


 


3.5.           
Penny Warrants


 


3.5.1.           
Immediately following the Business Combination Closing, VGAC shall issue to the Subscriber a number of warrants to purchase VGAC
Class A Common Shares (each warrant exercisable to purchase one VGAC Class A Common Share for $0.01) (the “VGAC Warrants”)
equal to the VGAC Warrant Percentage of the number of VGAC Common Shares, determined on a fully diluted basis, as of immediately following
the Business Combination Closing. Such warrants shall be exercisable by Subscriber at any time for a period of five years from the date
of issuance and shall otherwise be on terms customary for warrants of such nature.


 


3.6.           
Waiver of Available Cash Condition.


 


3.6.1.           
Effective upon (a) the payment of the Tranche 1 Purchase Price to Grove, and (b) if the conditions to the Subscriber’s obligation
to purchase the Tranche 2 Shares in Section ‎6.2 are satisfied, the payment of the Tranche 2 Purchase Price, if any, to VGAC,
Grove hereby waives the condition set forth in Section 8.03(e) of the Business Combination Agreement.


 


3.7.           
Removal of Earn-Out Provisions and Private Placement Warrant.


 


3.7.1.           
Concurrently with the Tranche 1 Closing, Grove, the Sponsor and the other Persons party thereto, shall enter into the Sponsor Letter
Agreement Amendment, pursuant to which certain earn-out provisions applicable to a portion of the VGAC Class A Common Shares to be held
by the Sponsor following the Redomestication shall be deleted.


 


3.7.2.           
Each of Grove and VGAC acknowledge and agree that this Subscription Agreement shall not affect in any respect the Warrants (as
defined in the Sponsor Letter Agreement) held by the Sponsor, each Insider and each Holder (as defined in the Sponsor Letter Agreement),
which shall continue to be held by such Persons.


 


4.           
Representations, Warranties and Agreements.


 


4.1.           
Subscriber’s Representations, Warranties and Agreements. To induce each Issuer to issue the applicable Subscribed
Shares, Subscriber hereby represents and warrants to each Issuer and acknowledges and agrees with Issuer, as of the date hereof and as
of the Closing Date, as follows:


 




    10 


     


    

4.1.1.           
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.


 


4.1.2.           
This Subscription Agreement has been duly authorized, validly executed and delivered by Subscriber. Assuming that this Subscription
Agreement constitutes the valid and binding agreement of each 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.


 


4.1.3.           
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) 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”).


 


4.1.4.           
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 B, (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
B following the signature page hereto). Subscriber is not an entity formed for the specific purpose of acquiring the Subscribed Shares.


 


4.1.5.           
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


 




    11 


     


    

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 of such Subscribed Shares 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 each Issuer.


 


4.1.6.           
Subscriber understands and agrees that Subscriber is purchasing the Subscribed Shares from the applicable Issuer. Subscriber further
acknowledges that there have been no representations, warranties, covenants or agreements made to Subscriber by the Issuers 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. Subscriber acknowledges specifically that a possibility of total loss exists.


 


4.1.7.           
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”).


 


4.1.8.           
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 Issuers 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, other than
the


 




    12 


     


    

Issuers
and their respective representatives concerning the Issuers 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 Issuers 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 Issuers, including but not limited to all business, legal, regulatory, accounting, credit
and tax matters.


 


4.1.9.           
Subscriber became aware of this offering of the Subscribed Shares solely by means of direct contact between Subscriber and the
Issuers 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 each of the Issuers 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.


 


4.1.10.       
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.


 


4.1.11.       
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


 




    13 


     


    

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.


 


4.1.12.       
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 none of VGAC or Grove or 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.


 


4.1.13.       
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 Issuers 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 any Issuer from and after the Closing as a result of the purchase and sale of the Subscribed Shares hereunder.


 


4.1.14.       
On each date any portion of the Subscription Amounts would be required to be funded to the Issuers pursuant to Section ‎5.2,
Subscriber will have sufficient immediately available funds to pay such portion of the Subscription Amounts pursuant to Section ‎5.2.


 


4.1.15.       
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.


 


4.1.16.       
Subscriber agrees that, from the date of this Subscription Agreement until the Business Combination Agreement Closing or the earlier
termination of this Subscription Agreement or the Business Combination 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 any of the Issuers. 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


 




    14 


     


    

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 ‎4.1.16 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 ‎4.1.16 shall not apply to (i) any sale (including
the exercise of any redemption right) of securities of any of the Issuers (A) held by Subscriber, its controlled affiliates or any person
or entity acting on behalf of Subscriber or any of its controlled affiliates prior to the execution of this Subscription Agreement or
(B) purchased by Subscriber, its controlled affiliates or any person or entity acting on behalf of 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.


 


4.2.           
Issuers’ Representations, Warranties and Agreements. To induce Subscriber to purchase the Subscribed Shares, each
Issuer hereby represents and warrants, severally and not jointly, with respect to such Issuer (and not as to any other Person) and agrees
with Subscriber, as of the date hereof and, in the case of VGAC, as of the Closing Date, as follows:


 


4.2.1.           
Such 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. In the case of VGAC, as of the Closing Date, such Issuer will be duly incorporated, validly existing and in good
standing under the laws of the State of Delaware.


 


4.2.2.           
The Subscribed Shares to be issued by such Issuer will be duly authorized and, when issued and delivered to Subscriber against
full payment for such 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 such Issuer’s transfer agent, such
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 such Issuer’s constitutive agreements or applicable law.


 


4.2.3.           
This Subscription Agreement has been duly authorized, validly executed and delivered by such Issuer and, assuming that this Subscription
Agreement


 




    15 


     


    

constitutes
the valid and binding obligation of Subscriber and the other Issuer, is the valid and binding obligation of such Issuer, and is enforceable
against such 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.


 


4.2.4.           
The execution, delivery and performance of this Subscription Agreement (including compliance by such Issuer with all of the provisions
hereof), the issuance and sale of the Subscribed Shares to be issued by such Issuer 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 such Issuer or any of its subsidiaries is a party or by which such Issuer or
any of its subsidiaries is bound or to which any of the property or assets of such 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 Issuers and their respective subsidiaries, taken as a whole or materially and adversely affects the ability
of such 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 such 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 such Issuer or any of its subsidiaries or any of its properties that would reasonably
be expected to have an Issuer Material Adverse Effect. Such Issuer has obtained all consents required of such Issuer for the consummation
of the transactions contemplated hereby, including, in the case of Grove, the issuance of the Tranche 1 Shares and the Tranche 1 Preferred
Shares.


 


4.2.5.           
Neither such Issuer, nor any person acting on its behalf has, directly or indirectly, made any offers or sales of any security
of such Issuer nor solicited any offers to buy any security under circumstances that would adversely affect reliance by such 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.


 


4.2.6.           
Neither such 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 such 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.


 




    16 


     


    

4.2.7.           
As of the date of this Subscription Agreement, the authorized share capital of VGAC 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.


 


4.2.8.           
As of the date of this Subscription Agreement, the authorized share capital of Grove consists of 165,000,000 shares of Grove Common
Stock, 8,242,152 shares of Company Series Seed Preferred Stock, 12,015,184 shares of Company Series A Preferred Stock, 10,789,890 shares
of Company Series B Preferred Stock, 13,295,062 shares of Company Series C Preferred Stock, 7,273,640 shares of Company Series C-1 Preferred
Stock, 17,173,437 shares of Company Series D Preferred Stock, 4,518,724 shares of Company Series D-1 Preferred Stock, 12,373,174 shares
of Company Series D-2 Preferred Stock and 12,552,973 shares of Company Series E Preferred Stock.


 


4.2.9.           
In the case of VGAC, all issued and outstanding ordinary shares of such Issuer have been duly authorized and validly issued, are
fully paid, non-assessable and are not subject to preemptive or similar rights. In the case of Grove, all issued and outstanding shares
of capital stock of such Issuer have been duly authorized and validly issued, are fully paid, non-assessable and are not subject to preemptive
or similar rights.


 


4.2.10.       
There are no shareholder agreements, voting trusts or other agreements or understandings to which VGAC is a party or by which it
is bound relating to the voting of any securities of VGAC, 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 VGAC is a
party containing anti-dilution or similar provisions that will be triggered by the issuance of the Subscribed Shares that have not been
or will not be validly waived on or prior to the Business Combination Closing.


 


4.2.11.       
Except as set forth in the Grove Organizational Documents (copies of which have been provided to the Subscriber), (i) there are
no shareholder agreements, voting trusts or other agreements or understandings to which Grove is a party or by which it is bound relating
to the voting of any securities of Grove, other than as contemplated by the Business Combination Agreement and the Ancillary Agreements
(as defined in the Business Combination Agreement) and (ii) there are no securities or instruments issued by or to which such Issuer is
a party containing anti-dilution or similar provisions that will be triggered by the issuance of the Subscribed Shares that have not been
or will not be validly waived on or prior to the Business Combination Closing.


 


4.2.12.       
Assuming the accuracy of Subscriber’s representations and warranties set forth in Section ‎4.1, (i) no
registration under the Securities Act is required for the offer and sale of the applicable Subscribed Shares by such Issuer to Subscriber
and (ii) no consent, approval, order or authorization of, or registration, qualification,


 




    17 


     


    

designation,
declaration or filing with, any federal, state or local governmental authority is required on the part of such 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.


 


4.2.13.       
As of the date hereof, there are no pending or, to the knowledge of such 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 such Issuer, which would, individually or in the aggregate, reasonably be expected to
have an Issuer Material Adverse Effect.


 


4.2.14.       
Such 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 such Issuer of this Subscription Agreement (including, without limitation,
the issuance of the applicable 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 ‎7, (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.


 


4.2.15.       
At the Tranche 1 and Tranche 2 Closings, such Issuer will be classified as a domestic corporation for U.S. federal income tax purposes.


 


4.2.16.       
In the case of VGAC, such 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 such
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 such 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. In the case of the VGAC, such Issuer has timely


 




    18 


     


    

filed
each report, statement, schedule, prospectus, and registration statement that such Issuer was required to file with the Commission since
its inception and through the date hereof. The financial statements of VGAC 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 VGAC 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.


 


4.2.17.       
No broker, finder or other financial consultant has acted on behalf of such Issuer in connection with this Subscription Agreement
or the transactions contemplated hereby in such a way as to create any liability on Subscriber.


 


4.2.18.       
Such Issuer is not, and immediately after receipt of payment for the applicable Subscribed Shares will not be, an “investment
company” within the meaning of the Investment Company Act of 1940, as amended.


 


4.2.19.       
Such Issuer represents and warrants that such 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 such Issuer is permitted to do so under applicable
law. If such Issuer is a financial institution subject to the BSA/PATRIOT Act, such Issuer represents that it maintains policies and procedures
reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. Such 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. Such 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.


 


4.2.20.       
Such 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 such 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, such Issuer is a party or by which such 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 such 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.


 




    19 


     


    

4.2.21.       
Such 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.


 


4.2.22.       
As of the date hereof, the issued and outstanding Class A ordinary shares, $0.0001 par value, of VGAC (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 VGAC, threatened against VGAC 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. VGAC 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.


 


4.2.23.       
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.


 


5.           
Closings.


 


5.1.           
Tranche 1 Closing. The closing of the Tranche 1 Subscription (the “Tranche 1 Closing”) shall occur concurrently
with the execution and delivery of this Agreement. At the Tranche 1 Closing, (i) Subscriber shall pay or cause to be paid to Grove, by
wire transfer of United States dollars in immediately available funds to an account designated in writing by Grove, the Tranche 1 Purchase
Price and (ii) Grove 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 Tranche 1 Shares,
free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), which
Tranche 1 Shares, unless otherwise determined by Grove, shall be uncertificated, with record ownership reflected only in the register
of shareholders of Grove.


 


5.2.           
Tranche 2 Closing. The closing of the Tranche 2 Subscription (the “Tranche 2 Closing” and, together with
the Tranche 1 Closing, each an “Investment Closing”) shall occur on the date of, and immediately prior to (but subject
to), the consummation of the Transactions (the date of the Tranche 2 Closing, the “Closing Date”). Upon written notice
from (or on behalf of) VGAC to Subscriber (the “Closing Notice”) at least five (5) Business Days prior to the date
that VGAC 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 Section ‎6,
Subscriber shall deliver to VGAC, the Tranche 2 Purchase Price, if any, (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


 




    20 


     


    

VGAC in
the Closing Notice, such funds to be held by VGAC in escrow until the Tranche 2 Closing, or (ii) on the Closing Date, following Subscriber’s
receipt of reasonably acceptable evidence from VGAC’s transfer agent showing Subscriber as the owner of the Tranche 2 Shares on
and as of the Closing Date, to an account specified by VGAC and as otherwise mutually agreed by Subscriber and VGAC acting reasonably
(“Alternative Settlement Procedures”). For the avoidance of doubt, mutually agreeable Alternative Settlement Procedures
shall include, without limitation, Subscriber delivering to VGAC on the Closing Date the Tranche 2 Purchase Price for the Tranche 2 Shares
by wire transfer of U.S. dollars in immediately available funds to the account specified by VGAC in the Closing Notice against delivery
to Subscriber of the Tranche 2 Shares. On the Closing Date, VGAC 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 Tranche 2 Shares, free and clear of any liens or other restrictions whatsoever (other than those arising under state
or federal securities laws), which Tranche 2 Shares, unless otherwise determined by VGAC, shall be uncertificated, with record ownership
reflected only in the register of shareholders of VGAC and shall, prior to Subscriber delivering the funds on the Closing Date, provide
evidence of such issuance from VGAC’s transfer agent showing Subscriber as the owner of the Tranche 2 Shares on and as of the Closing
Date. If the Transactions are not consummated within three (3) Business Days after the Expected Closing Date, VGAC shall promptly (but
no later than one (1) Business Day thereafter) return the Tranche 2 Purchase Price to Subscriber by wire transfer of United States dollars
in immediately available funds to an account specified by Subscriber, and the Tranche 2 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 the Tranche 2 Closing set forth in Section ‎6 to be satisfied or waived on
or prior to the Closing Date, and (ii) to the extent required by Section ‎3.1,
Subscriber shall remain obligated (A) to redeliver funds on the new Closing Date to VGAC following VGAC’s delivery to Subscriber
of a new Closing Notice and (B) to consummate the Closing upon satisfaction of the conditions set forth in Section ‎6.
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.


 


6.           
Conditions to Tranche 2 Subscription.


 


6.1.           
Conditions to Tranche 2 Closing of the Issuer. VGAC’s obligations to sell and issue the Tranche 2 Shares at the Tranche
2 Closing are subject to the fulfillment or (to the extent permitted by applicable law) written waiver by VGAC, on or prior to the Closing
Date, of each of the following conditions:


 


6.1.1.           
Representations and Warranties Correct. The representations and warranties made by Subscriber in Section ‎4.1
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


 




    21 


     


    

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.


 


6.1.2.           
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 Tranche
2 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 Tranche 2 Closing.


 


6.1.3.           
Closing of the Transactions. All conditions precedent to each of VGAC’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 Tranche 2 Closing.


 


6.1.4.           
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 Tranche 2 Subscription.


 


6.2.           
Conditions to Tranche 2 Closing of Subscriber. Subscriber’s obligation to purchase the Tranche 2 Shares at the Tranche
2 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:


 


6.2.1.           
Representations and Warranties Correct. The representations and warranties made by VGAC in Section ‎4.2
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.


 




    22 


     


    

6.2.2.           
Compliance with Covenants. VGAC 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 VGAC 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 VGAC to consummate the Closing.


 


6.2.3.           
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 Tranche 2 Closing.


 


6.2.4.           
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 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.


 


6.2.5.           
Amendment of Business Combination Agreement. Except as contemplated by this Subscription 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.


 


6.2.6.           
Listing. No suspension of the qualification of the VGAC Class A Common Shares for offering or sale or trading in any jurisdiction,
and no suspension or removal from listing of the VGAC Class A 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 Tranche 2 Shares shall be approved for listing on
the NYSE or Nasdaq, as applicable, subject to official notice of issuance.


 


7.           
Registration Statement.


 


7.1.           
The Issuer agrees that, within twenty (20) Business Days after the consummation of the Transactions (the “Filing Date”),
VGAC will file with the Commission (at VGAC’s sole cost and expense) a registration statement (the “Registration Statement”)
registering the resale of the Post-Combination VGAC Shares (the “Registrable Securities”), and VGAC 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 VGAC is notified (orally or in writing,
whichever is earlier) by the Commission that the


 




    23 


     


    

Registration
Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness
Date”); provided, however, that VGAC’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
VGAC that contains the information required by Commission rules for a Registration Statement regarding Subscriber, the securities of
VGAC 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 VGAC may reasonably request that are
customary of a selling stockholder in similar situations, including providing that VGAC 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 VGAC to file the Registration Statement
by the Filing Date or to effect such Registration Statement by the Effectiveness Date shall not otherwise relieve VGAC of its obligations
to file or effect the Registration Statement as set forth above in this Section ‎7.
For purposes of this Section ‎7, Registrable Securities shall include, as of any
date of determination, the Post-Combination VGAC Shares and any other equity security of VGAC issued or issuable with respect to the
Post-Combination VGAC 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 ‎7
shall have been duly assigned. VGAC 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 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 VGAC from including any or all of the Post-Combination VGAC 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 Post-Combination VGAC Shares by the applicable shareholders or otherwise, (i) such Registration Statement shall
register for resale such number of Post-Combination VGAC Shares which is equal to the maximum number of Post-Combination VGAC Shares
as is permitted by the Commission and (ii) the number of Post-Combination VGAC 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 Post-Combination VGAC Shares under Rule 415 under the Securities Act, VGAC shall amend the Registration
Statement or file a new Registration Statement to register such Post-Combination VGAC Shares not included in the initial Registration
Statement and cause such amendment or Registration Statement to become effective as promptly as practicable.


 


7.2.           
In the case of the registration effected by VGAC pursuant to this Subscription Agreement, VGAC shall, upon reasonable request,
inform Subscriber as to the status of such registration. At its expense, VGAC shall:


 




    24 


     


    

7.2.1.           
except for such times as VGAC 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 VGAC 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, VGAC will use commercially reasonable efforts to file all reports, and provide all customary and
reasonable cooperation, necessary to enable Subscriber to resell the Post-Combination VGAC Shares pursuant to the Registration Statement,
and update or amend the Registration Statement as necessary to include the Post-Combination VGAC Shares.


 


7.2.2.           
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.


 




    25 


     


    

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


 


7.2.3.           
use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration
Statement as soon as reasonably practicable;


 


7.2.4.           
upon the occurrence of any event contemplated in Section ‎7.2.2(e), except for such times as VGAC is permitted
hereunder to suspend, and has suspended, the use of a prospectus forming part of a Registration Statement, VGAC 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


 


7.2.5.           
use its commercially reasonable efforts to cause all Post-Combination VGAC Shares to be listed on each securities exchange or market,
if any, on which VGAC’s common stock is then listed.


 


7.3.           
Notwithstanding anything to the contrary in this Subscription Agreement, VGAC 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 VGAC’s Annual Report on Form 10-K, or (ii) if the filing, effectiveness or continued
use of any Registration Statement would require VGAC to make any public disclosure of material non-public information, which disclosure,
in the good faith determination of the board of directors of VGAC, after consultation with counsel to VGAC, (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) VGAC has a bona fide business purpose for not making
such information public (each such circumstance, a “Suspension Event”); provided, however, that VGAC
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 VGAC
(which notice shall not contain any material non-public information regarding VGAC 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


 




    26 


     


    

immediately
discontinue offers and sales of the Post-Combination VGAC 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 VGAC 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 VGAC that it may resume such offers and sales (which notice shall not contain any
material non-public information regarding VGAC and which notice shall not be subject to any duty of confidentiality). If so directed
by VGAC, Subscriber will deliver to VGAC or, in Subscriber’s sole discretion destroy, all copies of the prospectus covering the
Post-Combination VGAC Shares in Subscriber’s possession; provided, however, that this obligation to deliver or destroy
all copies of the prospectus covering the Post-Combination VGAC 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.


 


7.4.           
Subscriber may deliver written notice (including via email in accordance with Section ‎7.3
(an “Opt-Out Notice”) to VGAC requesting that Subscriber not receive notices from the Issuer otherwise required
by Section ‎7.3; provided, 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) VGAC 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 VGAC 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 ‎7.4) and the related suspension period remains in effect,
VGAC will so notify Subscriber, within one (1) Business Day of Subscriber’s notification to VGAC, 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).


 


7.5.           
The parties agree that:


 


7.5.1.           
VGAC 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


 




    27 


     


    

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 ‎7, except insofar as the same are caused by or contained in
any information furnished in writing to VGAC 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 ‎7.5 shall not apply
to amounts paid in settlement of any Losses if such settlement is effected without the consent of VGAC (which consent shall not be unreasonably
withheld, conditioned or delayed), nor shall VGAC 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 VGAC 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 VGAC, or (D) in connection with any offers or sales effected by or on behalf of Subscriber in violation
of Section ‎7.3. VGAC 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 ‎7 of which the Issuer is aware.


 


7.5.2.           
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, VGAC, 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 Subscriber expressly
for use therein; provided, however, that the indemnification contained in this Section ‎7.5 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.


 




    28 


     


    

7.5.3.           
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.


 


7.5.4.           
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.


 


7.5.5.           
If the indemnification provided under this Section ‎7.5 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


 




    29 


     


    

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 ‎7.5 from any person who was not guilty of such fraudulent misrepresentation.
Each indemnifying party’s obligation to make a contribution pursuant to this Section ‎7.5 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.


 


8.           
Antitrust.


 


8.1.           
At least forty-five (45) calendar days prior to the issuance to Subscriber of any additional Grove Securities, VGAC Common Shares
or any other equity securities of either Issuer (including the Grove Warrants and the Additional Shares, respectively) in connection with
Sections 2.2.1, 2.2.3, 2.2.4, 3.2.1 or 3.5.1 (such date, the “Filing Determination Date”),
Subscriber and the applicable Issuer shall work in good faith to determine if any such issuances will require a filing or application
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 (as defined in the Business Combination Agreement) (“Antitrust Laws”).


 


8.2.           
If Subscriber and the applicable Issuer determine that a filing or application is required pursuant to Section 8.1, then
each such party agrees to promptly (but, in any event, no later than ten (10) calendar days after the Filing Determination Date) make,
or cause to be made, any required filing or application under Antitrust Laws, as applicable, including a Notification and Report Form
with the Antitrust Division of the U.S. Department of Justice and the U.S. Federal Trade Commission, as required by the HSR Act. 
The parties hereto, as applicable, 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.


 


8.3.           
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 issuances referenced in Section 8.1, to use reasonable best efforts to prevent or lift the entry, enactment
or promulgation thereof, as the case may be.


 


9.           
Miscellaneous.


 




    30 


     


    

9.1.           
Further Assurances. At each Investment 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 Subscriptions
as contemplated by this Subscription Agreement.


 


9.1.1.           
Subscriber acknowledges that each Issuer will rely on the acknowledgments, understandings, agreements, representations and warranties
made by Subscriber contained in this Subscription Agreement. Prior to the Tranche 2 Closing, Subscriber agrees to promptly notify VGAC
if any of the acknowledgments, understandings, agreements, representations and warranties made by Subscriber set forth herein are no longer
accurate in all material respects. Each Issuer acknowledges that Subscriber will rely on the acknowledgments, understandings, agreements,
representations and warranties made by such Issuer contained in this Subscription Agreement. Prior to the Tranche 2 Closing, VGAC agrees
to promptly notify Subscriber if any of the acknowledgments, understandings, agreements, representations and warranties made by such 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).


 


9.1.2.           
Each of the Issuers and Subscriber 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.


 


9.1.3.           
Each Issuer may request from Subscriber such additional information as such 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 such Issuer
agrees to keep confidential any such information provided by Subscriber.


 


9.1.4.           
Each of Subscriber and the Issuers shall pay all of their 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 VGAC to the extent provided in Section ‎7, 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); provided, that VGAC and the Subscriber shall each pay
one-half of all expenses incurred in connection with filings or applications under the HSR Act or other Antitrust Laws in connection with
this Subscription Agreement.


 


9.1.5.           
Each of Subscriber and the Issuers 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 Tranche 1 Closing on the date hereof and the Tranche 2 Closing not later than immediately prior
to the consummation of the Transactions, in each case, on the terms set forth herein.


 




    31 


     


    

9.2.           
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 capital stock of VGAC or any securities
of VGAC or any instrument exchangeable for or convertible into any capital stock of VGAC or any securities of VGAC 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 9.2 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 9.2 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.


 


9.3.           
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:


 


Corvina Holdings Limited


Craigmuir Chambers, PO Box 71


Road Town


Tortola


British Virgin Islands

 


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


 


Virgin Management USA, Inc.


65 Bleecker Street, 6th Floor


New York, NY 10012


Attention: Harold Brunink


Email: harold.brunink@virgin.com



 




    32 


     


    

 








	 	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


 


(ii) if to the Grove:


 


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


 


(iii) if
to VGAC, 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








 


 




    33 


     


    

Email:     derek.dostal@davispolk.com 


 lee.hochbaum@davispolk.com

william.aaronson@davispolk.com


 


9.4.           
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.


 


9.5.           
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;
provided that, in the event that the Business Combination Agreement is terminated pursuant to Section 9.01 of the Business Combination
Agreement without the Transactions having been completed, then no further amendment that relates only to the Tranche 1 Shares shall require
VGAC’s consent.


 


9.6.           
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 ‎7)
may be transferred or assigned without the prior written consent of the Subscriber and the Issuers; 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.


 


9.7.           
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.


 


9.8.           
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.


 




    34 


     


    

9.9.           
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 9.2 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 9.9, 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.


 


9.10.       
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.


 


9.11.       
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.


 




    35 


     


    

9.12.       
Remedies.


 


9.12.1.       
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 9.9,
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 9.12 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.


 


9.12.2.       
The parties acknowledge and agree that this Section 9.12 is an integral part of the transactions contemplated hereby and
without that right, the parties hereto would not have entered into this Subscription Agreement.


 


9.13.       
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 Investment Closings.


 


9.14.       
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.


 


9.15.       
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.


 




    36 


     


    

9.16.       
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.


 


9.17.       
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.


 


10.       
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 Grove and Subscriber acknowledges that VGAC 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 Grove 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 ‎10
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 VGAC, including, but not limited to, any redemption right with respect to any such securities
of VGAC. In the event Subscriber or Grove has any Claim against VGAC under this Subscription Agreement, Subscriber or Grove shall pursue
such Claim solely against VGAC 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
VGAC to induce VGAC 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 ‎10
apply to any money or other assets held outside the Trust Account.


 


11.       
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 Issuers expressly set forth
in this Subscription Agreement, in making its investment or decision to acquire the Subscribed Shares.


 




    37 


     


    

Subscriber
agrees that no Other Subscriber pursuant to any agreement related to the private placement of shares of VGAC 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 VGAC’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.


 


12.       
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 VGAC 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, VGAC agrees to:


 


12.1.       
make and keep public information available, as those terms are understood and defined in Rule 144; and


 


12.2.       
file with the Commission in a timely manner all reports and other documents required of VGAC under the Securities Act and the Exchange
Act so long as VGAC is and remains subject to such requirements and the filing of such reports and other documents is required for the
applicable provisions of Rule 144; and


 


12.3.       
furnish to Subscriber so long as it owns Subscribed Shares, as promptly as practicable upon request, (x) a written statement by
VGAC, 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.


 


VGAC 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 applicable 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 the applicable Subscribed Shares without any such legend in certificated or book-entry form or by electronic delivery
through The Depository Trust Company, at 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.
VGAC’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.


 


[Signature Page Follows]


 




    38 


     


    

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:	/s/ Evan Lovell
	 	Name:	Evan Lovell
	 	Title:	Chief Financial Officer


	 	

                                             

                                             

                                            GROVE COLLABORATIVE, INC.

	 	 
	 	 
	 	By:	/s/ Stuart Landesberg
	 	Name:	Stuart Landesberg
	 	Title:	Chief Executive Officer


	 	

                                             

                                             

                                            CORVINA HOLDINGS LIMITED.

	 	 
	 	 
	 	By:	/s/ Kelly Graziola
	 	Name:	Kelly Graziola
	 	Title:	Alternate Director




    39 


     


    

SCHEDULE A


 


	Security:	Grove will issue to Subscriber a newly-issued series of preferred
    stock of Grove (the “Tranche 1 Preferred Stock”), having the terms set forth herein.
	Seniority:	Except as otherwise set forth in this Schedule A, the Tranche 1
    Preferred Stock will be senior to all other equity interests of Grove, other than Permitted Financing Shares.
	Liquidation Preference:	In the event of any sale of Grove
    (whether by merger, consolidation, sale or exclusive license of all or substantially all of the assets, sale or exchange of at least
    a majority of the equity or otherwise) or liquidation, dissolution, or winding up of Grove, the holders of the Tranche 1 Preferred
    Stock shall be entitled to receive, in preference to the holders of the Grove Common Stock or any other capital stock of Grove (other
    than Permitted Financing Shares), on a pari passu basis, an amount equal to the sum of (i) the Minimum Tranche 1 Return and
    (ii) any declared but unpaid dividends or, if greater, the amount to which such share would be entitled if it was converted into
    shares of Grove Common Stock.

     

    “Minimum Tranche 1 Return”
    means an amount equal to (i) until the 1st anniversary of the issuance of the Tranche 1 Shares, 1.1x the Tranche 1 Purchase Price
    per share of Tranche 1 Preferred Stock, (ii) from the 1st to the 2nd anniversary, 1.4x, (iii) from the 2nd to the 3rd anniversary,
    1.6x, (iv) from the 3rd to the 4th anniversary, 1.8x, (v) from the 4th to the 5th anniversary, 2.0x, (vi) from the 5th to the 6x
    anniversary, 2.2x and (vii) thereafter, 2.2x, increased annually at a rate of 10%, compounding quarterly.

    

	Conversion:	The holders of the Tranche 1 Preferred Stock shall have the right to convert
    the Tranche 1 Preferred Stock, at any time, into shares of Grove Common Stock. The initial conversion rate shall be 1:1 and shall
    be subject to customary structural anti-dilution adjustments.
	Repayment:	If, after the date of the Subscription Agreement to which this Schedule
    A is attached, Grove obtains any debt or equity financing in excess of $100,000,000 in the aggregate (other than Permitted Financing),
    Grove shall use such excess financing to offer to redeem shares of Tranche 1 Preferred Stock for a redemption price equal to the
    Minimum Tranche 1 Return.




    40 


     


    

	Secondary Sales/Right of Co-Sale:	In the event of any secondary sale of Grove Capital Stock by a selling stockholder of Grove (other than transfers that are permitted by Section 37(f) of the Amended and Restated Bylaws of Grove, effective as of February 24, 2021, the terms of which are applied here mutatis mutandis), the Subscriber will have the right to participate in such secondary sale up to the lesser of (i) total secondary sales proceeds or (ii) Minimum Tranche 1 Return.
	Protective Provisions:	
    For so long as any shares of Tranche 1 Preferred Stock remain outstanding,
    in addition to any other vote or approval required under Grove’s charter or bylaws, Grove will not, without the written consent
    of the holders of at least a majority of Grove’s Tranche 1 Preferred Stock, either directly or by amendment, merger, consolidation,
    or otherwise: (i) liquidate, dissolve or wind up the affairs of Grove, or effect any merger or consolidation or any other Liquidation
    Event, unless the proceeds of such transaction are applied to redeem the Tranche 1 Preferred Stock in cash, (ii) amend, alter, or repeal
    any provision of the certificate of incorporation or bylaws in a manner adverse to the Tranche 1 Preferred Stock, (iii) increase or decrease
    the authorized number of shares of Tranche 1 Preferred Stock, (iv) declare or pay any dividend or other distribution to stockholders of
    Grove, (v) purchase or redeem any shares of capital stock of Grove (other than stock repurchased from former employees or consultants
    in connection with the cessation of their employment/services, at the lower of fair market value or cost) and (vi) authorize or create
    (by reclassification, merger or otherwise) or issue or obligate itself to issue any new class or series of equity security (including
    any security convertible into or exercisable for any equity security) having rights, preferences or privileges senior to the Tranche 1
    Preferred Stock, including by modifying the rights, preferences or privileges of any other class or series of equity security (including
    any security convertible into or exercisable for any equity security).

     

    These protective provisions will apply to issuances by any subsidiary
    of Grove, mutatis mutandis.

     





    41 


     


    

SCHEDULE B


 


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:


 


☐            is:


 


☐           is
not:


 


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.


 




    42 


     


    

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;



 




    43 


     


    

		☐	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



 




    44 


     


    

		☐	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.



 




    45