Grove Collaborative, Inc. agreed to acquire Virgin Group Acquisition Corp. II (NYSE:VGII) from group of sellers in a reverse merger transaction for $1.4 billion on December 7, 2021. Each then-issued and outstanding Class A ordinary share of Virgin will convert automatically into one share of Class A common stock of Grove Collaborative Holdings, Inc., (c) each then-issued and outstanding Class B ordinary share of VGII will convert automatically into one share of New Grove Class A stock, and (d) each then-issued and outstanding common warrant of VGII will convert automatically into one warrant to purchase one share of New Grove Class A stock. Based on an implied equity value of $1.4 billion, (i) each share of Grove stock and preferred stock will be canceled and converted into right to receive (a) a number of shares of New Grove Class B stock, as determined pursuant to an exchange ratio set and (b) a number of restricted shares of New Grove Class B stock that will vest upon achievement of certain earnout thresholds prior to tenth anniversary of closing of Combination, (ii) each outstanding option to purchase Grove stock will be assumed by New Grove and converted into (a) comparable options that are exercisable for shares of New Grove Class B stock, with a value determined in accordance with Exchange Ratio and (b) right to receive a number of Grove Earnout Shares, (iii) each award of restricted stock units to acquire Grove stock will be assumed by New Grove and converted into (a) a comparable award of restricted share units to acquire shares of New Grove Class B stock and (b) right to receive a number of Grove Earnout Shares, and (iv) each warrant to acquire shares of Grove stock or Grove preferred stock will be assumed by New Grove and converted into (a) a comparable warrant to acquire shares of New Grove Class B stock and (b) right to receive a number of Grove Earnout Shares. Grove Earnout Shares will equal, in aggregate, 14 million shares of New Grove Class B stock and be subject to an earnout period of ten years, with such shares vesting effective (i) with respect to 50% of Grove Earnout Shares, if daily volume weighted average price of shares of New Grove Class A stock is greater than or equal to $12.50 for any 20 trading days within any 30-trading-day period that occurs after the closing date and prior to expiration of the Earnout Period, and (ii) with respect to other 50% of Grove Earnout Shares, if daily volume weighted average price of shares of New Grove Class A stock is greater than or equal to $15.00 for any 20 trading days (which may be consecutive or not consecutive) within any 30-trading-day period that occurs after closing date and prior to expiration of the Earnout Period. In addition, in the event that (x) there is a Change of Control after closing of Combination and prior to expiration of the Earnout Period or (y) there is a liquidation, dissolution, bankruptcy, reorganization, assignment for benefit of creditors or similar event with respect to New Grove after closing date and prior to expiration of the Earnout Period, Grove Earnout Shares will automatically vest. If, upon the expiration of Earnout Period, any Grove Earnout Shares shall have not vested, then such Grove Earnout Shares shall be automatically forfeited by holders thereof and canceled by New Grove. VGII entered into subscription agreements with an affiliate of Sponsor and certain existing equity holders of Grove. PIPE Investors agreed to subscribe for and purchase, and VGII agreed to issue and sell to such investors, on closing date, an aggregate of 8,707,500 shares of New Grove Class A stock for a purchase price of $10.00 per share, for aggregate gross proceeds of $87,075,000. VGII will become a Delaware public benefit corporation following Domestication, Grove as surviving company in merger and, after giving effect to such merger, continuing as a wholly-owned subsidiary of New Grove. Upon closing, and assuming none of VGII's public shareholders elect to redeem their shares, existing Grove shareholders are expected to own 72%, VGII's sponsor is expected to own 3%, PIPE investors are expected to own 4%, and public stockholders are expected to own 21%, of combined company. 100% of Grove's shareholders will roll their equity holdings into the new public company. Additionally, VGII will nominate an appointee to the Grove board once the transaction closes .VGII name will be changed to Grove Collaborative Holdings, Inc. Upon closing, combined company will be listed on NYSE under new ticker symbol GROV. Board of Directors of Newco shall consist of nine directors. Within thirty days of date hereof, Grove shall provide to VGII a list of eight persons who shall be directors on Newco Board effective as of Closing, VGII shall provide to Grove the name of one person who shall be a Class III Director on Newco Board effective as of Closing. VGII may, with the prior written consent of Grove, replace such individual with any other individual prior to the effectiveness of Registration Statement with SEC by providing Grove with notice of such replacement individual. Notwithstanding foregoing, individual designated to Newco Board must be an Independent Director. Combined company will be led by Stuart Landesberg, Co-Founder and Chief Executive Officer of Grove. Agreement was approved by boards of directors of VGII and unanimously approved by boards of directors of Grove. Transaction is subject to receipt of approval by VGII and Grove shareholders, antitrust regulations, registration statement effectiveness, Domestication will have been consummated, VGII will have at least $5,000,001 of net tangible assets remaining after closing, aggregate cash proceeds from VGII trust account together with proceeds from PIPE Financing, equaling no less than $175,000,000, Governmental Consents, Other than those persons identified, all members of Grove Board and all officers of Grove shall have executed and delivered written resignations, all members of VGII Board and all officers of VGII shall have executed written resignations, effective as of Effective Time, Officer's Certificate, Registration Rights Agreement, Stock Exchange Listing, FIRPTA Certificate and fulfillment of other customary closing conditions. Transaction is expected to close in late first quarter or early second quarter, 2022.Transaction is expected to result in approximately $435 million in net proceeds, assuming no redemptions, enabling Grove to accelerate its mission to transform consumer products industry. Grove expects to use the proceeds from transaction for working capital and general corporate purposes, in addition to covering transaction-related costs. Expected revenue of $385 million in 2021. Business combination includes an implied combined company pro forma enterprise valuation for Grove of $1.5 billion. Healthy 50% gross margin expected in 2021 projected to grow to 56% by 2024. William H. Aaronson, Derek Dostal and Lee Hochbaum from Davis Polk & Wardwell acted as a legal advisor to VGII. Martin A. Wellington, Sara G. Duran and Joshua G. DuClos from Sidley Austin acted as a legal advisor to Grove. Morgan Stanley & Co. acted as a financial advisor to Grove. Credit Suisse Securities (USA) LLC acted as a financial advisor and capital markets advisor to VGII. Credit Suisse Securities and Morgan Stanley are serving as co-placement agents to VGII with respect to portion of PIPE financing raised from qualified institutional buyers and institutional accredited investors. Houlihan Lokey, Inc. acted as financial advisor to Virgin Group Acquisition Corp. II. Aaron Dixon of Alston & Bird LLP acted as Counsel to financial advisor Houlihan Lokey, Inc. Houlihan Lokey acted as a fairness opinion provider to Virgin Group Acquisition Corp. II

Grove Collaborative, Inc. completed the acquisition of Virgin Group Acquisition Corp. II (NYSE:VGII) from group of sellers in a reverse merger transaction on June 16, 2022. New Grove's shares and warrants are expected to begin trading on the New York Stock Exchange (”NYSE”) under the ticker symbols "GROV" and "GROV WS", respectively on June 17, 2022.