8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 10, 2021

Nebula Caravel Acquisition Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware	001-39774	82-3147201
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

Four Embarcadero Center, Suite 2100. San Francisco, CA	94111
(Address of principal executive offices)	(Zip code)

(415) 780-9975

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	NEBC	The Nasdaq Stock Market LLC
Warrants to purchase one share of Common Stock	NEBC.W	The Nasdaq Stock Market LLC
Units, each consisting of one share of Common Stock and one third of one Warrant	NEBC.U	The Nasdaq Stock Market LLC

Item 1.01. Entry into a Material Definitive Agreement

The Merger Agreement

On February 10, 2021, Nebula Caravel Acquisition Corp., a Delaware corporation (“Caravel”), entered into a Business Combination Agreement and Plan of Merger (the “Business Combination Agreement”) by and among Caravel, Fetch Merger Sub, Inc., a Delaware corporation and direct wholly-owned subsidiary of Caravel (“Merger Sub”), and A Place for Rover, Inc., a Delaware corporation (“Rover”), providing for, among other things, and subject to the terms and conditions therein, a business combination between Caravel and Rover pursuant to which, among other things, (i) Merger Sub will merge with and into Rover, the separate corporate existence of Merger Sub will cease and Rover will continue as the surviving corporation in the merger and a wholly owned subsidiary of Caravel and (ii) Caravel will change its name to “Rover Group, Inc.”

The Business Combination

The Business Combination Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following transactions will occur (together with the other agreements and transactions contemplated by the Business Combination Agreement, the “Business Combination”):

(i)     at the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”), upon the terms and subject to the conditions thereof, and in accordance with the Delaware General Corporation Law, as amended (the “DGCL”), Merger Sub will merge with and into Rover (the “Merger”), the separate corporate existence of Merger Sub will cease and Rover will continue as the surviving corporation in the Merger and a wholly owned subsidiary of Caravel;

(ii)    as a result of the Business Combination, each outstanding share of Rover common stock and preferred stock as of immediately prior to the effective time of the Business Combination, will be converted into, at the election of the holder thereof (subject to the limitations on such elections set forth in the Business Combination Agreement) the right to receive (a) an amount of cash or shares of Class A common stock, par value $0.0001 per share, of Caravel (“Caravel Common Stock”), based on the pro rata portion applicable to such share of Rover common stock or preferred stock, as applicable, of an aggregate purchase price equal to $1.350 billion, as adjusted by (1) Rover’s cash, indebtedness, and accrued tax liabilities as of immediately prior to the effective time of the Merger, (2) the unpaid transaction expenses of Rover and Caravel as of immediately prior to the effective time of the Business Combination, and (3) the aggregate exercise price of Rover options and Rover warrants outstanding as of immediately prior to the effective time of the Business Combination, which options and warrants will be assumed by Caravel subject to the terms and conditions set forth in the Business Combination Agreement and (b) the contingent “earn-out” right to receive a pro rata portion of up to 22,500,000 shares of Caravel Common Stock in the aggregate based on the achievement of certain trading price targets following the Closing, which amount of “earn-out” shares will be adjusted based on a formula set forth in the Business Combination Agreement to reflect a portion of the value of such “earn-out” shares deemed to be earned upon exercise of Rover options and warrants assumed by Caravel in the Business Combination; and

(iii)     Caravel will immediately be renamed “Rover Group, Inc.”

The Board of Directors of Caravel (the “Board”) has unanimously (i) approved and declared advisable the Business Combination Agreement, the Business Combination and the other transactions contemplated thereby and (ii) resolved to recommend approval of the Business Combination Agreement and related matters by the stockholders of Caravel.

Conditions to the Closing

The Business Combination Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, (i) obtaining required approvals of the Business Combination and related matters by the respective stockholders of Caravel and Rover, (ii) the effectiveness of the proxy statement / registration statement on Form S-4 filed by Caravel in connection with the Business Combination, (iii) receipt of approval for listing on Nasdaq the shares of Caravel Common Stock to be issued in connection with the Merger, (iv) that Caravel have at least $5,000,001 of net tangible assets upon the Closing and (v) the absence of any injunctions enjoining or prohibiting the consummation of the Merger.

Other conditions to Rover’s obligations to consummate the Merger include, among others, that as of the Closing, the amount of cash equal to the sum of (i) the trust account into which substantially all of the proceeds of Caravel’s initial public offering and private placements of its warrants have been deposited for the benefit of Caravel, certain of its public stockholders and the underwriters of Caravel’s initial public offering (the “Trust Account”), after deducting the amount required to satisfy Caravel’s obligations to its stockholders (if any) that exercise their rights to redeem their Caravel Common Stock pursuant to Caravel’s certificate of incorporation (but prior to payment of (a) any deferred underwriting commissions being held in the Trust Account, (b) any transaction expenses of Rover or its subsidiaries and (c) any transaction expenses of Caravel or its affiliates) plus (ii) the aggregate gross purchase price for the shares in the PIPE Investment (as defined below) actually received by Caravel prior to or substantially concurrently with the Closing, plus (iii) the amounts actually received by Caravel pursuant to the Sponsor Backstop Subscription Agreement (as defined below) prior to or substantially concurrently with the Closing, plus (iv) as of immediately prior to the Closing, the amount of cash and cash equivalents held by Caravel without restriction outside of the Trust Account (other than any amounts received pursuant to any working capital or indebtedness (other than any indebtedness constituting Caravel transaction expenses)) and any interest earned on the amount of cash held inside the Trust Account, must be equal to or greater than $125,000,000.

Covenants

The Business Combination Agreement contains additional covenants, including, among others, providing for (i) the parties to conduct, or use reasonable best efforts to conduct, as applicable, their respective businesses in the ordinary course through the Closing, (ii) the parties to not initiate any negotiations or enter into any agreements for certain alternative transactions, (iii) Rover to prepare and deliver to Caravel certain audited consolidated financial statements of Rover, (iv) Caravel to prepare and file a proxy statement / registration statement on Form S-4 and take certain other actions to obtain the requisite approval of Caravel stockholders of certain proposals regarding the Business Combination and (v) the parties to use reasonable best efforts to obtain necessary approvals from governmental agencies.

Representations and Warranties

The Business Combination Agreement contains customary representations and warranties by Caravel, Merger Sub and Rover. The representations and warranties of the respective parties to the Business Combination Agreement generally will not survive the Closing.

Termination

The Business Combination Agreement may be terminated at any time prior to the Closing (i) by written consent of Caravel and Rover, (ii) by Rover, if certain approvals of the stockholders of Caravel, to the extent required under the Business Combination Agreement, are not obtained as set forth therein or if there is a modification in recommendation by the Caravel board of directors, (iii) by Caravel, if certain approvals of the stockholders of Rover, to the extent required under the Business Combination Agreement, are not obtained within forty-eight (48) hours after the proxy / registration statement on Form S-4 has been declared effective by the U.S. Securities and Exchange Commission (the “SEC”) and delivered or otherwise made available to stockholders and (iv) by either Caravel or Rover in certain other circumstances set forth in the Business Combination Agreement, including (a) if any Governmental Authority (as defined in the Business Combination Agreement) shall have issued or otherwise entered a final, nonappealable order making consummation of the Merger illegal or otherwise preventing or prohibiting consummation of the Merger and (b) in the event of certain uncured breaches by the other party or if the Closing has not occurred on or before August 11, 2021.

Certain Related Agreements

Sponsor Support Agreement

Contemporaneously with the execution of the Agreement, Caravel, Nebula Holdings, LLC (the “Sponsor”), Rover and the Persons set forth on Schedule I thereto (such Persons, together with the Sponsor, the “Sponsor Parties”) entered into a sponsor support agreement (the “Sponsor Support Agreement”), pursuant to which, among other things, (i) each Sponsor Party and each director of Caravel agreed to vote to adopt and approve the Business Combination Agreement and all other documents and transactions contemplated thereby, (ii) each Sponsor Party agreed to deliver a duly executed copy of the Investors Rights Agreement and the Lock-Up Agreement (as defined below) at the Closing and (iii) each Sponsor Party agreed to subject certain shares of Caravel Common Stock and warrants to purchase Caravel Common Stock to certain vesting and forfeiture provisions based on the number of stockholders (if any) that exercise their rights to redeem their Caravel Common Stock pursuant to Caravel’s certificate of incorporation and, following the Closing, based on the achievement of certain trading price targets following the Closing, in each case subject to the terms and conditions of the Sponsor Support Agreement.

The foregoing description of the Sponsor Support Agreement is qualified in its entirety by reference to the full text of the Sponsor Support Agreement, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated herein by reference.

Sponsor Backstop Subscription Agreement

Concurrently with the execution of the Business Combination Agreement, True Wind Capital II, L.P. and True Wind Capital II-A, L.P. (together, the “TWC Funds”) and Caravel entered into a backstop subscription agreement (the “Sponsor Backstop Subscription Agreement”), pursuant to which the TWC Funds agreed to, among other things, purchase shares of Caravel Common Stock in an aggregate amount of up to $50,000,000 (or such greater amount at the election of the TWC Funds) to the extent of the amount of redemptions of shares of Caravel common stock. The TWC Funds also agreed with Caravel to purchase additional shares of Caravel Common Stock in an aggregate amount of up to $50,000,000 if mutually agreed with Rover.

The foregoing description of the Sponsor Backstop Subscription Agreement is qualified in its entirety by reference to the full text of the Sponsor Backstop Subscription Agreement, a copy of which is included as Exhibit 10.2 to this Current Report on Form 8-K, and incorporated herein by reference.

Rover Holders Support Agreement

Contemporaneously with the execution of the Business Combination Agreement, Caravel, Rover and certain stockholders of Rover entered into stockholder support agreements (the “Rover Holders Support Agreements”), pursuant to which, among other things, such holders agreed to (i) adopt and approve, following the effectiveness of the Registration Statement, the Business Combination Agreement and all other documents and transactions contemplated thereby and (ii) deliver a duly executed copy of the Investors Rights Agreement and the Lock-Up Agreement (as defined below) at the Closing.

The foregoing description of the Form of Rover Holders Support Agreement is qualified in its entirety by reference to the full text of the Form of Rover Holders Support Agreement, a copy of which is included as Exhibit 10.3 to this Current Report on Form 8-K, and incorporated herein by reference.

PIPE Subscription Agreements

Concurrently with the execution of the Business Combination Agreement, certain accredited investors (the “PIPE Investors”), including an affiliate of the Sponsor, entered into subscription agreements (the “PIPE Subscription Agreements”) pursuant to which the PIPE Investors have committed to purchase 5,000,000 shares of Caravel Common Stock (the “PIPE Shares”) at a purchase price per share of $10.00 and an aggregate purchase price of $50,000,000 (the “PIPE Investment”). The purchase of the PIPE Shares is conditioned upon, and will be consummated concurrently with, the Closing.

This description of the Form of PIPE Subscription Agreements is qualified in its entirety by reference to the full text of the Form of PIPE Subscription Agreement, a copy of which is included as Exhibit 10.4 to this Current Report on Form 8-K, and incorporated herein by reference.

Investors Rights Agreement

The Business Combination Agreement contemplates that, at the Closing, Caravel, the Sponsor, certain affiliates of the Sponsor and certain Rover stockholders will enter into the Investors Rights Agreement pursuant to which, among other things, (i) Caravel will agree to register for resale, pursuant to Rule 415 under the Securities Act, certain shares of Caravel Common Stock and other equity securities of Caravel that are held by the parties thereto from time to time, (ii) in the event that Caravel sells Backstop Shares (as defined in the Investor Rights Agreement) with an aggregate purchase price of at least $15 million, Caravel will include one individual designated in the Sponsor in the slate of nominees recommended by the Board of Directors of Caravel (or duly constituted committee thereof) for election as directors at each annual meeting of stockholders at which such nominee’s term expires, subject to the Sponsor and its Affiliates (as defined in the Business Combination Agreement) beneficially owning a certain minimum number of shares of Caravel Common Stock and (iii) Caravel will waive the corporate opportunities doctrine with respect to the Sponsor, its affiliates (including portfolio companies), their respective investors and the director nominees of the foregoing.

The foregoing description of the Form of Investors Rights Agreement is qualified in its entirety by reference to the full text of the Form of Investor Rights Agreement, a copy of which is included as Exhibit H to the Business Combination Agreement, filed as Exhibit 10.5 to this Current Report on Form 8-K and incorporated herein by reference.

Lock-up Agreement

The Business Combination Agreement contemplates that, at the Closing, Caravel, the Sponsor, certain affiliates of the Sponsor and certain Rover stockholders, will enter into a lock-up agreement (the “Lock-Up Agreement”) containing restrictions on transfer with respect to shares of Caravel Common Stock held by each such holder (subject to certain exceptions, the “Lock-Up Shares”) for a period ending on the date that is 6 months after the date the Closing occurs, provided that, if during such 6 month period the volume weighted average price of Caravel Common Stock is greater than or equal to $16.00 over any twenty trading days within any thirty trading day period (“Triggering Event III”), 50% of each applicable holder’s Lock-Up Shares shall be released from such lock-up on the later of (i) Triggering Event III and (ii) the date that is 90 days after the Closing Date. In addition, Rover equityholders will be subject to substantially similar lock-up terms pursuant to Caravel’s amended and restated bylaws following the Closing.

The foregoing description of the Form of Lock-Up Agreement is qualified in its entirety by reference to the full text of the Form of Investor Rights Agreement, a copy of which is included as Exhibit H to the Business Combination Agreement, filed as Exhibit 10.6 to this Current Report on Form 8-K and incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. The securities of Caravel that may be issued in connection with the Sponsor Backstop Subscription Agreement and the Subscription Agreements will be registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

Item 7.01. Regulation FD Disclosure.

On February 11, 2021, Caravel and Rover issued a joint press release announcing the execution of the Business Combination Agreement and announcing that Caravel will hold a conference call on February 11, 2021 at 3:00 p.m. Eastern Time (the “Conference Call”). A copy of the press release, which includes information regarding participation in the Conference Call, is attached hereto as Exhibit 99.1 and incorporated herein by reference. Such exhibit and the information set forth therein shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act, or the Exchange Act.

Attached as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference is the form of presentation to be used by Caravel in presentations for certain of Caravel’s stockholders and other persons. Such exhibit and the information set forth therein shall not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.

Additional Information

In connection with the Proposed Transaction (as defined below), Caravel intends to file with the SEC a registration statement on Form S-4 that will include a proxy statement for the stockholders of Caravel that also constitutes a prospectus with respect to the shares of Caravel Common Stock to be offered and sold to the stockholders of Rover. Caravel urges investors, stockholders and other interested persons to read, when available, the preliminary proxy statement/prospectus as well as other documents filed with the SEC because these documents will contain important information about Caravel, Rover and the Proposed Transactions. After the registration statement is declared effective, the definitive proxy statement/prospectus to be included in the registration statement will be mailed to stockholders of Caravel as of a record date to be established for voting on the Proposed Transactions. Stockholders will also be able to obtain a copy of the proxy statement/prospectus, without charge by directing a request to: Nebula Caravel Acquisition Corporation, Four Embarcadero Center, Suite 2100, San Francisco, CA 94111. The preliminary and definitive proxy statement/prospectus to be included in the registration statement, once available, can also be obtained, without charge, at the SEC’s website (www.sec.gov).

Participants in the Solicitation

Caravel, Rover and their respective directors and executive officers may be considered participants in the solicitation of proxies with respect to the Proposed Transactions under the rules of the SEC. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the stockholders in connection with the potential transaction will be set forth in the proxy statement/prospectus when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated above.

Non-Solicitation

This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Caravel or Rover, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a definitive prospectus meeting the requirements of the Securities Act.

Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate”, “believe”, “could”, “continue”, “expect”, “estimate”, “may”, “plan”, “outlook”, “future” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These statements, which involve risks and uncertainties, relate to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable and may also relate to Caravel’s and Rover’s future prospects, developments and business strategies. In particular, such forward-looking statements include statements concerning the timing of the Merger, the business plans, objectives, expectations and intentions of Caravel once the Merger and the other transactions contemplated thereby (the “Proposed Transactions”) and change of name are complete (“New Rover”), and Rover’s estimated and future results of operations, business strategies, competitive position, industry environment and potential growth opportunities. These statements are based on Caravel’s or Rover’s management’s current expectations and beliefs, as well as a number of assumptions concerning future events.

Such forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside Caravel’s or Rover’s control, which could cause actual results to differ materially from the results discussed in the forward-looking statements. These risks, uncertainties, assumptions and other important factors include, but are not limited to: (1) the ability of Caravel and Rover to complete the Business Combination; (2) New Rover’s financial and business performance following the Business Combination, including financial projections and business metrics; (3) the anticipated benefits of the Business Combination; (4) the anticipated costs associated with the Business Combination; (5) the impact of COVID-19 on Rover’s and New Rover’s business; (6) the outcome of any known and unknown litigation and regulatory proceedings and/or the ability of the parties to complete the Proposed Transactions.

Additional factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements can be found in Caravel’s current reports on Form 8-K, which are available, free of charge, at the SEC’s website at www.sec.gov, and will also be provided in the Registration Statement on Form S-4 and Caravel’s proxy statement/prospectus when available. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and Caravel and Rover undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, changes in expectations, future events or otherwise.

This communication is not intended to be all-inclusive or to contain all the information that a person may desire in considering an investment in Caravel and is not intended to form the basis of an investment decision in Caravel. All subsequent written and oral forward-looking statements concerning Caravel and Rover, the Proposed Transactions or other matters and attributable to Caravel and Rover or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.

Non-GAAP Financial Measure and Related Information

Certain of the exhibits to this Current Report on Form 8-K references EBITDA and EBITDA margin, which are financial measures that are not prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). These non-GAAP financial measures do not have a standardized meaning, and the definition of EBITDA used by Rover may be different from other, similarly named non-GAAP measures used by others. In addition, such financial information is unaudited and does not conform to SEC Regulation S-X and as a result such information may be presented differently in future filings by Rover with the SEC.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Exhibit
2.1	Business Combination Agreement, dated as of February 10, 2021.
10.1	Sponsor Support Agreement, dated February 10, 2021.
10.2	Sponsor Backstop Subscription Agreement, dated February 10, 2021.
10.3	Form of Rover Holders Support Agreement.
10.4	Form of PIPE Subscription Agreement.
10.5	Form of Investor Rights Agreement.
10.6	Form of Lock-Up Agreement
99.1	Press Release, dated February 11, 2021.
99.2	Form of Investor Presentation.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Dated: February 11, 2021

Nebula Caravel Acquisition Corporation
By:	/s/ Adam H. Clammer
Name:	Adam H. Clammer
Title:	Chief Executive Officer

EX-2.1

Exhibit 2.1

STRICTLY CONFIDENTIAL FINAL FORM

BUSINESS COMBINATION AGREEMENT AND PLAN OF MERGER

by and among

NEBULA CARAVEL ACQUISITION CORP.,

FETCH MERGER SUB, INC.,

and

A PLACE FOR ROVER, INC. D/B/A ROVER

dated as of February 10, 2021

TABLE OF CONTENTS

		Page
ARTICLE I CERTAIN DEFINITIONS			2
1.1.	Definitions		2
1.2.	Construction		22
1.3.	Knowledge		23
ARTICLE II THE MERGER; CLOSING			23
2.1.	The Merger		23
2.2.	Effects of the Merger		24
2.3.	Closing; Effective Time		24
2.4.	Closing Deliverables		24
2.5.	Governing Documents		26
2.6.	Directors and Officers		26
2.7.	Tax Free Reorganization Matters		26
ARTICLE III EFFECTS OF THE MERGER ON THE COMPANY CAPITAL STOCK AND EQUITY AWARDS			27
3.1.	Conversion of Securities		27
3.2.	Exchange Procedures		28
3.3.	Treatment of Options and Company Warrants.		29
3.4.	Withholding		30
3.5.	Dissenting Shares		30
3.6.	Consideration Election Procedures.		31
3.7.	Issuance of Earn Out Shares to Company Stockholders		33
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY			33
4.1.	Company Organization		33
4.2.	Subsidiaries		34
4.3.	Due Authorization		34
4.4.	No Conflict		35
4.5.	Governmental Authorities; Approvals		35
4.6.	Capitalization of the Company		35
4.7.	Capitalization of Subsidiaries		37
4.8.	Financial Statements		37
4.9.	Undisclosed Liabilities		38
4.10.	Litigation and Proceedings		38
4.11.	Legal Compliance		39
4.12.	Contracts; No Defaults		39
4.13.	Company Benefit Plans		41
4.14.	Labor Relations; Employees		43
4.15.	Taxes		45
4.16.	Brokers’ Fees		47
4.17.	Insurance		47
4.18.	Permits		47
4.19.	Equipment and Other Tangible Property		47
4.20.	Real Property		48
4.21.	Intellectual Property		48
4.22.	Privacy and Cybersecurity		50

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4.23.	Environmental Matters	50
4.24.	Absence of Changes	51
4.25.	Information Supplied	51
4.26.	Top Vendors	51
4.27.	Government Contracts	52
4.28.	Financial Assistance; PPP Loans	52
4.29.	No Additional Representation or Warranties	52
ARTICLE V REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB		52
5.1.	Company Organization	53
5.2.	Due Authorization	53
5.3.	No Conflict	54
5.4.	Litigation and Proceedings	54
5.5.	SEC Filings	54
5.6.	Internal Controls; Listing; Financial Statements	55
5.7.	Governmental Authorities; Approvals	56
5.8.	Trust Account	56
5.9.	Investment Company Act; JOBS Act	56
5.10.	Absence of Changes	56
5.11.	No Undisclosed Liabilities	57
5.12.	Capitalization of Parent	57
5.13.	Brokers’ Fees	58
5.14.	Indebtedness	58
5.15.	Taxes	58
5.16.	Business Activities	60
5.17.	Nasdaq Stock Market Quotation	61
5.18.	Registration Statement, Proxy Statement and Proxy Statement/Registration Statement	61
5.19.	No Outside Reliance	62
5.20.	No Additional Representation or Warranties	62
ARTICLE VI COVENANTS		62
6.1.	Company Conduct of Business	62
6.2.	Parent Conduct of Business	65
6.3.	Access	66
6.4.	Preparation and Delivery of Additional Company Financial Statements	67
6.5.	No Solicitation by the Company	67
6.6.	No Solicitation by Parent	67
6.7.	Preparation of Proxy Statement/Registration Statement; Shareholders’ Meeting and Approvals	68
6.8.	Support of Transaction	70
6.9.	HSR Act; Other Filings	70
6.10.	Equity Financing	72
6.11.	Employee Matters	72
6.12.	Post-Closing Directors and Officers of Parent	74
6.13.	Indemnification and Insurance	74
6.14.	Affiliate Agreements	75
6.15.	Section 16 Matters	75
6.16.	Trust Account Proceeds and Related Available Equity	76
6.17.	Nasdaq Listing	76

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6.18.	Parent Public Filings	76
6.19.	PIPE Subscriptions; Sponsor Backstop Subscription Agreement	76
ARTICLE VII CONDITIONS TO OBLIGATIONS		77
7.1.	Conditions to Obligations of Parent, Merger Sub, and the Company	77
7.2.	Conditions to Obligations of Parent and Merger Sub	78
7.3.	Conditions to the Obligations of the Company	78
ARTICLE VIII TERMINATION/EFFECTIVENESS		79
8.1.	Termination	79
8.2.	Effect of Termination	80
ARTICLE IX MISCELLANEOUS		80
9.1.	Trust Account Waiver	80
9.2.	Waiver	80
9.3.	Notices	80
9.4.	Assignment	82
9.5.	Rights of Third Parties	82
9.6.	Expenses	82
9.7.	Governing Law; Jurisdiction	83
9.8.	Waiver of Jury Trial	83
9.9.	Company and Parent Disclosure Letters	83
9.10.	Entire Agreement	83
9.11.	Amendments	84
9.12.	Publicity	84
9.13.	Severability	84
9.14.	Headings; Counterparts	84
9.15.	Enforcement	85
9.16.	Non-Recourse	85
9.17.	Non-Survival of Representations, Warranties and Covenants	85
9.18.	Legal Representation	85

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EXHIBITS

Exhibit A	Form of Certificate of Incorporation of Parent
Exhibit B	Form of Bylaws of Parent
Exhibit C	Form of Investor Rights Agreement
Exhibit D	Form of Lock-Up Agreement

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BUSINESS COMBINATION AGREEMENT AND PLAN OF MERGER

This Business Combination Agreement and Plan of Merger, dated as of February 10, 2021 (as amended, restated, modified or supplemented in accordance with its terms, this “Agreement”), is made and entered into by and among Nebula Caravel Acquisition Corp., a Delaware corporation (“Parent”), Fetch Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”) and A Place for Rover, Inc. d/b/a Rover, a Delaware corporation (the “Company”).

RECITALS

WHEREAS, Parent is a blank check company incorporated as a Delaware corporation for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses;

WHEREAS, upon the terms and subject to the conditions of this Agreement, and in accordance with the DGCL, (x) Merger Sub will merge with and into the Company, the separate corporate existence of Merger Sub will cease and the Company will be the surviving corporation and a wholly owned subsidiary of Parent (the “Merger”); and (y) Parent will change its name to “Rover Group, Inc.”;

WHEREAS, upon the Effective Time (as defined below), all shares of the Company Capital Stock (as defined below) will be converted into the right to receive the Aggregate Merger Consideration as set forth in this Agreement, all Options (as defined below) will be assumed and converted into stock options to purchase shares of Parent Class A Common Stock (as defined below) and all Company Warrants (as defined below) will be assumed and converted into warrants to purchase shares of Parent Class A Common Stock;

WHEREAS, each of the parties hereto intends that, for United States federal income tax purposes, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code (as defined below) and the Treasury Regulations, to which each of Parent and the Company are to be parties under Section 368(b) of the Code, and this Agreement is intended to constitute a “plan of reorganization” within the meaning of Section 368 of the Code and the Treasury Regulations;

WHEREAS, the Board of Directors of the Company has approved this Agreement and the documents contemplated hereby and the transactions contemplated hereby and thereby, declared it advisable for the Company to enter into this Agreement and the other documents contemplated hereby and recommended the approval of this agreement by the Company’s stockholders;

WHEREAS, as a condition and inducement to Parent’s willingness to enter into this Agreement, concurrently with the execution and delivery of this Agreement, the Requisite Company Stockholders have each executed and delivered to Parent a Company Holders Support Agreement (as defined below) pursuant to which the Requisite Company Stockholders have agreed, among other things, to vote (pursuant to an action by written consent of the stockholders of the Company) in favor of the adoption and approval, promptly following the time at which the Registration Statement (as defined below) shall have been declared effective and delivered or otherwise made available to stockholders, of this Agreement and the other documents contemplated hereby and the transactions contemplated hereby and thereby;

WHEREAS, the Board of Directors of each of Parent and Merger Sub has (i) determined that it is advisable for Parent to enter into this Agreement and the documents contemplated hereby, (ii) approved the execution and delivery of this Agreement and the documents contemplated hereby and the transactions contemplated hereby and thereby, and (iii) recommended the adoption and approval of this Agreement and the other documents contemplated hereby and the transactions contemplated hereby and thereby by the Parent Stockholders and sole stockholder of Merger Sub, as applicable;

WHEREAS, Parent, as sole shareholder of Merger Sub has approved and adopted this Agreement and the documents contemplated hereby and the transactions contemplated hereby and thereby;

WHEREAS, in furtherance of the Merger and in accordance with the terms hereof, Parent shall provide an opportunity to its stockholders to have their outstanding shares of Parent Common Stock redeemed on the terms and subject to the conditions set forth in this Agreement and Parent’s Governing Documents (as defined below) in connection with obtaining the Parent Stockholder Approval (as defined below);

WHEREAS, as a condition and inducement to the Company’s willingness to enter into this Agreement, concurrently with the execution and delivery of this Agreement, (i) the Sponsor and other Persons executed and delivered to the Company the Sponsor Support Agreement (as defined below) pursuant to which the Sponsor has agreed to, among other things, vote to adopt and approve this Agreement and the other documents contemplated hereby and the transactions contemplated hereby and thereby, subject certain shares of Parent Common Stock held by the Sponsor as of the date hereof to vesting and forfeiture criteria and forfeit certain Parent Private Placement Warrants held as of the date hereof, in each case, subject to the terms and conditions set forth therein, and (ii) Parent has delivered to the Company a duly executed copy of the Sponsor Backstop Subscription Agreement (as defined below) in full force and effect, pursuant to which True Wind Capital II, L.P. and True Wind Capital II-A, L.P. have agreed to, among other things, acquire certain shares of Parent Common Stock subject to the terms and conditions set forth therein;

WHEREAS, on or prior to the date hereof, Parent entered into the Subscription Agreements (as defined below) with the PIPE Investors (as defined below) pursuant to which, and on the terms and subject to the conditions of which, such PIPE Investors agreed to purchase from Parent shares of Parent Common Stock for an aggregate purchase price at least equal to Minimum PIPE Investment Amount (as defined below), such purchases to be consummated substantially concurrently with the Closing (as defined below);

WHEREAS, at the Closing, Parent shall enter into an Investor Rights Agreement (the “Investor Rights Agreement”) with the Sponsor and the other Key Holders (as defined below), substantially in the form attached hereto as Exhibit C (with such changes as may be agreed in writing by Parent and the Company), which shall be effective as of the Closing; and

WHEREAS, at the Closing, Parent and each of the Key Holders shall enter into a Lock-Up Agreement (the “Lock-Up Agreement”) substantially in the form attached hereto as Exhibit D (with such changes as may be agreed in writing by Parent and the Company), which shall be effective as of the Closing.

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in this Agreement and intending to be legally bound hereby, Parent, Merger Sub and the Company agree as follows:

ARTICLE I

CERTAIN DEFINITIONS

1.1. Definitions. As used herein, the following terms shall have the following meanings:

“2020 Audited Financial Statements” has the meaning specified in Section 6.4.

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“Acquisition Proposal” means, as to any Person, other than the transactions contemplated hereby and other than the acquisition or disposition of goods or services (including Intellectual Property) in the ordinary course of business, any offer or proposal relating to: (a) any acquisition or purchase, direct or indirect, of (i) 10% or more of the consolidated assets of such Person and its Subsidiaries or (ii) 10% or more of any class of equity or voting securities of (x) such Person or (y) one or more Subsidiaries of such Person holding assets constituting, individually or in the aggregate, 10% or more of the consolidated assets of such Person and its Subsidiaries; (b) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in any Person beneficially owning 10% or more of any class of equity or voting securities of (i) such Person or (ii) one or more Subsidiaries of such Person holding assets constituting, individually or in the aggregate, 10% or more of the consolidated assets of such Person and its Subsidiaries; or (c) a merger, consolidation, share exchange, business combination, sale of substantially all the assets, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving (i) such Person or (ii) one or more Subsidiaries of such Person holding assets constituting, individually or in the aggregate, 10% or more of the consolidated assets of such Person and its Subsidiaries.

“Action” means any claim, action, suit, audit, examination, assessment, arbitration, mediation, inquiry, proceeding, or investigation, by or before any Governmental Authority.

“Additional Parent Cash” has the meaning specified in Section 6.16(a).

“Adjustment Amount” means an amount (which may be a positive or negative number) equal to (i) the Indebtedness of the Company and its Subsidiaries as of immediately prior to the Effective Time, minus (ii) the Cash of the Company and its Subsidiaries as of 11:59 p.m. (Pacific Time) on the Business Day immediately preceding the Closing Date (excluding any such Cash that is used to pay (x) any Indebtedness or Company Transaction Expenses after such time and prior to the Effective Time or (y) any amount included in the Tax Liability Amount on the Closing Date), plus (iii) the Tax Liability Amount, plus (iv) the amount of Unpaid Transaction Expenses, minus (v) the Aggregate Exercise Price Amount.

“Affiliate” means, with respect to any specified Person, any Person that, directly or indirectly, controls, is controlled by, or is under common control with, such specified Person, whether through one or more intermediaries or otherwise. The term “control” (including the terms “controlling”, “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by Contract or otherwise; provided that, notwithstanding anything to the contrary herein, except for purposes of Sections 9.5 and 9.16, in no event shall True Wind Capital or any investment funds or investment vehicles affiliated with, or managed or advised by, True Wind Capital or any portfolio company (as such term is customarily used in the private equity industry) or investment of True Wind Capital or of any such investment fund or investment vehicle or any interest therein (including the Sponsor) be deemed, treated or considered to be an “Affiliate” of Parent or its Subsidiaries (or, in each case, vice versa).

“Affiliate Agreements” has the meaning specified in Section 4.12(a)(vi).

“Aggregate Cash Election Amount” means an amount equal to (i) the total number of Cash Electing Shares, determined without giving effect to any deemed Stock Elections pursuant to Section 3.6(b), multiplied by (ii) the Per Share Value.

“Adjusted Aggregate Cash Electing Shares” means an amount equal to the quotient of (i) the Closing Cash Payment Amount divided by (ii) the Per Share Value.

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“Aggregate Closing Consideration” means, collectively, (i) the Closing Cash Payment Amount and (ii) the Closing Number of Securities.

“Aggregate Exercise Price Amount” means the aggregate amount of the exercise prices of all Options and Company Warrants that are issued and outstanding immediately prior to the Effective Time, whether or not vested or exercisable.

“Aggregate Merger Consideration” means, collectively, the (i) the Closing Cash Payment Amount, (ii) the Closing Number of Securities and (iii) any Earn Out Shares issuable pursuant to Section 3.7.

“Agreement” has the meaning specified in the Preamble hereto.

“Agreement End Date” has the meaning specified in Section 8.1(b).

“Ancillary Agreements” has the meaning specified in Section 9.10.

“Anti-Bribery Laws” means the anti-bribery provisions of the Foreign Corrupt Practices Act of 1977, as amended, and all other applicable anti-corruption and bribery Laws (including the U.K. Bribery Act 2010, and any rules or regulations promulgated thereunder or other Laws of other countries implementing the OECD Convention on Combating Bribery of Foreign Officials).

“Anti-Money Laundering Laws” means all applicable laws, regulations, administrative orders, and decrees concerning or relating to the prevention of money laundering or countering the financing of terrorism, including the Currency and Financial Transactions Reporting Act of 1970, as amended by the USA PATRIOT Act, which legislative framework is commonly referred to as the “Bank Secrecy Act,” and the rules and regulations thereunder.

“Antitrust Authorities” means the Antitrust Division of the United States Department of Justice, the United States Federal Trade Commission or the antitrust or competition Law authorities of any other jurisdiction (whether United States, foreign or multinational).

“Antitrust Information or Document Request” means any request or demand for the production, delivery or disclosure of documents or other evidence, or any request or demand for the production of witnesses for interviews or depositions or other oral or written testimony, by any Antitrust Authorities relating to the transactions contemplated hereby or by any third party challenging the transactions contemplated hereby, including any so called “second request” for additional information or documentary material or any civil investigative demand made or issued by any Antitrust Authority or any subpoena, interrogatory or deposition.

“Antitrust Laws” means the HSR Act, the Sherman Act, as amended, the Clayton Act, as amended, the Federal Trade Commission Act, as amended, and any other federal or state or foreign law, regulation or decree designed or intended to prohibit, restrict or regulate actions or transactions having the purpose or effect of monopolization, restraint of trade or harm to competition through merger or acquisition.

“Audited Financial Statements” has the meaning specified in Section 4.8(a)(i).

“Available Parent Cash” has the meaning specified in Section 6.16(a).

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“Base Purchase Price” means an amount equal to (i) $1,350,000,000.00, minus (ii) the Adjustment Amount. For clarity, if the Adjustment Amount is a negative amount, the Base Purchase Price shall be increased by the absolute value of the Adjustment Amount pursuant to the foregoing clause (ii).

“Business Combination” has the meaning set forth in Article II of Parent’s certificate of incorporation as in effect on the date hereof.

“Business Combination Proposal” means any offer, inquiry, proposal or indication of interest (whether written or oral, binding or non-binding, and other than an offer, inquiry, proposal or indication of interest with respect to the transactions contemplated hereby), relating to a Business Combination.

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York or Seattle, Washington are authorized or required by Law to close.

“CAA” means the Consolidated Appropriations Act, 2021.

“CARES Act” means the Coronavirus Aid, Relief, and Economic Security Act and any similar or successor legislation, including any presidential memoranda or executive orders, relating to the COVID-19 pandemic, as well as any applicable guidance issued thereunder or relating thereto.

“Cash” means, with respect to any Person, all cash and cash equivalents held by such Person, determined in accordance with GAAP, plus (i) uncleared checks and deposits in transit, in each case, received or deposited or available for the account of such Person, minus (ii) uncleared checks and wires in transit, in each case, issued by such Person that are not yet credited to the account of the recipient thereof, minus (iii) any restricted cash (as defined under GAAP), plus (iv) any security deposits.

“Cash Electing Stockholder” has the meaning specified in Section 3.1(a)(i).

“Cash Electing Stockholder Pro Rata Share” means, with respect to each Cash Electing Stockholder as of the calculation of the Initial Allocation, a fraction (a) the numerator of which shall be the Cash Electing Stockholder Vested Equity Interest held by such Cash Electing Stockholder as of the Election Date and (b) the denominator of which shall be the aggregate Cash Electing Stockholder Vested Equity Interest held by all Cash Electing Stockholders as of the Election Date.

“Cash Electing Stockholder Vested Equity Interest” means, with respect to each Cash Electing Stockholder, without duplication, (i) the aggregate number of shares of Company Capital Stock held by such Cash Electing Stockholder that are issued and outstanding as of the Election Date (assuming, for purposes of this clause (i), that all outstanding shares of Company Preferred Stock have been converted into shares of Company Common Stock in accordance with Article V, Section 4(a) of the Company Certificate of Incorporation), plus (ii) the number of shares of Company Capital Stock issuable upon, or subject to, the exercise of Options that are held by such Cash Electing Stockholder as of the Election Date that are vested and exercisable as of the Election Date.

“Change of Control” shall mean the occurrence of any of the following events: (i) any transaction or series of transactions the result of which is: (x) the acquisition by any Person or “group” (as defined in the Exchange Act) of Persons of direct or indirect beneficial ownership of securities representing 50% or more of the combined voting power of the then outstanding securities of Parent; (y) a merger, consolidation, reorganization or other business combination, however effected, resulting in any Person or “group” (as defined in the Exchange Act) of Persons acquiring at least 50% of the combined voting power

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of the then outstanding securities of Parent or the surviving Person outstanding immediately after such combination (other than, in the case of the foregoing clauses (x) and (y), any transaction in which shares of capital stock of Parent outstanding immediately prior to such transaction continue to represent, or are converted into or exchanged for shares of capital stock or other equity interests that represent, immediately following such transaction, at least a majority, by voting power, of the capital stock or other equity interests, as applicable, of the Parent, the surviving or successor company, or any direct or indirect parent entity of Parent or the surviving or successor company, as applicable); or (z) a sale of all or substantially all of the assets of Parent and its Subsidiaries on a consolidated basis except where such sale is to a wholly owned Subsidiary of Parent; or (ii) the following individuals cease for any reason to constitute a majority of the number of directors of Parent then serving: individuals who, on the Closing Date, constitute the Board of Directors of Parent and any new director whose appointment or election by the Board of Directors of Parent or nomination for election by Parent’s stockholders was approved or recommended by a vote of at least a majority of the directors then still in office who either were members of the Board of Directors of Parent on the Closing Date or whose appointment, election or nomination for election was previously so approved or recommended by the directors referred to in this clause (ii).

“Closing” has the meaning specified in Section 2.3(a).

“Closing Cash Payment Amount” means an amount equal to the lesser of (i) the Maximum Cash Payment Amount and (ii) the Aggregate Cash Election Amount.

“Closing Date” has the meaning specified in Section 2.3(a).

“Closing Number of Securities” means a number of shares of Parent Common Stock equal to the product of (i) the number of shares of Company Capital Stock for which a Stock Election is made or deemed to have been made (including pursuant to Section 3.1(a)(ii) and Section 3.6), multiplied by (ii) the Per Share Securities Payment Amount.

“Closing Statements” has the meaning specified in Section 2.4(d).

“Code” means the Internal Revenue Code of 1986, as amended.

“Commercially Released Company Intellectual Property” has the meaning specified in Section 4.21(g).

“Company” has the meaning specified in the Preamble hereto.

“Company Benefit Plan” has the meaning specified in Section 4.13(a).

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

“Company Certificate of Incorporation” means the Amended and Restated Certificate of Incorporation of the Company, effective October 30, 2018, as amended by the Certificate of Amendment, dated April 7, 2020.

“Company Closing Statement” has the meaning specified in Section 2.4(c).

“Company Common Stock” means the common stock, par value $0.00001 per share, of the Company.

“Company Disclosure Letter” has the meaning specified in the introduction to Article IV.

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“Company Fundamental Representations” means the representations and warranties made pursuant to first and second sentences of Section 4.1 (Company Organization), Section 4.3 (Due Authorization), Section 4.6 (other than Section 4.6(a)(ii) and Section 4.6(a)(iv)) (Capitalization of the Company) and Section 4.16 (Brokers’ Fees).

“Company Holders Support Agreement” means that certain Support Agreement, dated as of the date hereof, by and among each of the Requisite Company Stockholders, Parent and the Company, as amended or modified from time to time.

“Company Equity Incentive Plans” means the Company’s 2011 Equity Incentive Plan, as amended and the Company’s DogVacay Amended and Restated 2012 Stock Option Plan.

“Company Indemnified Parties” has the meaning specified in Section 6.13(a).

“Company Intellectual Property” has the meaning specified in Section 4.21(a).

“Company Material Adverse Effect” means any event, state of facts, development, circumstance, occurrence or effect (collectively, “Events”) that (i) has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, results of operations or financial condition of the Company and its Subsidiaries, taken as a whole or (ii) does or would reasonably be expected to, individually or in the aggregate prevent the ability of the Company to consummate the Merger; provided, however, that solely in the case of the foregoing clause (i), in no event would any of the following, alone or in combination, be deemed to constitute, or be taken into account in determining whether there has been or will be, a “Company Material Adverse Effect”: (a) any change in applicable Laws or GAAP or any interpretation thereof following the date of this Agreement, (b) any change in interest rates or economic, political, business, credit or financial market conditions generally, (c) any natural disaster (including hurricanes, storms, tornados, flooding, earthquakes, volcanic eruptions or similar occurrences), epidemic, pandemic or other disease outbreak (including COVID-19 and any COVID-19 Measures), or change in climate, (d) any acts of terrorism or war, the outbreak or escalation of hostilities, geopolitical conditions, local, national or international political conditions, (e) any Events generally applicable to the industries or markets in which the Company and its Subsidiaries operate (including increases in the cost of products, services, supplies, materials or other goods or services purchased from third party suppliers), (f) any failure of the Company to meet any projections or forecasts (provided that this clause (f) shall not prevent a determination that any Event not otherwise excluded from this definition of Company Material Adverse Effect underlying such failure to meet projections or forecasts has resulted in a Company Material Adverse Effect), (g) the announcement of this Agreement and consummation of the transactions contemplated hereby, including any termination of, reduction in or similar adverse impact (but in each case only to the extent attributable to such announcement or consummation) on relationships, contractual or otherwise, with any landlords, customers, suppliers, lenders, servicers, distributors, partners or employees of the Company and its Subsidiaries (it being understood that this clause (g) shall be disregarded for purposes of the representations and warranties set forth in Sections 4.4, 4.12(a)(viii) and 4.13(f) and, in each case, the condition to Closing with respect thereto), (h) the taking of any action by the Company that is expressly required by this Agreement; (i) any action taken by, or at the written request of, Parent or Merger Sub; or (j) any matter set forth on the Company Disclosure Letter; provided, further, that any Event referred to in clauses (a), (b) or (e) above may be taken into account in determining if a Company Material Adverse Effect has occurred to the extent it has a disproportionate and adverse effect on the business, assets, results of operations or financial condition of the Company and its Subsidiaries, taken as a whole, relative to similarly situated companies in the industry in which the Company and its Subsidiaries conduct their respective operations, but only to the extent of the incremental disproportionate effect on the Company and its Subsidiaries, taken as a whole, relative to similarly situated companies in the industry in which the Company and its Subsidiaries conduct their respective operations.

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“Company Preferred Stock” means the preferred stock, par value $0.00001 per share, of the Company, including the preferred stock of the Company designated as “Series A Preferred Stock”, “Series B Preferred Stock”, “Series C Preferred Stock”, “Series D Preferred Stock”, “Series D-1 Preferred Stock”, “Series E Preferred Stock”, “Series F Preferred Stock” and “Series G Preferred Stock”.

“Company Registered Intellectual Property” has the meaning specified in Section 4.21(a).

“Company Stockholder” means a holder of a share of Company Capital Stock issued and outstanding immediately prior to the Effective Time (including, for the avoidance of doubt, as a result of the exercise or conversion, as applicable, of any Options or Company Warrants prior to the Effective Time).

“Company Stockholder Approvals” means the approval of this Agreement and the transactions contemplated hereby, including the Merger, by the Requisite Company Stockholders, in accordance with the terms and subject to the conditions of the Company’s Governing Documents and applicable Law.

“Company Transaction Expenses” means the out-of-pocket fees, costs, expenses, commissions or other amounts, incurred, paid or otherwise payable by the Company or any of its Subsidiaries (whether or not billed or accrued for) to the extent resulting from or in connection with the negotiation, documentation, preparation, execution or performance of this Agreement, the consummation of the transactions contemplated hereby and/or the process by which the Company solicited, discussed and negotiated strategic alternatives, including (i) all fees, costs, expenses, brokerage fees, commissions, finders’ fees and disbursements of financial advisors, investment banks, data room administrators, attorneys, accountants and other advisors and service providers, (ii) all filing fees payable by the Company or any of its Subsidiaries to the Antitrust Authorities or other Governmental Authorities in connection with the transactions contemplated hereby, (iii) all severance payments or similar obligations or benefits payable by the Company or any of its Subsidiaries to any employee, that are or become accrued and payable as a result of the consummation of the transactions contemplated by this Agreement, together with the employer’s portion of all payroll, employment and similar Taxes in connection with such amounts (determined without regard to any ability of the Company or its Subsidiaries to defer such Taxes under the CARES Act) and (iv) all change in control, transaction, termination, tax gross-up, retention, incentive, stock appreciation, phantom stock or similar obligations, amounts, bonuses or benefits payable by the Company or any of its Subsidiaries to any employee, including all deferred compensation amounts, whether or not previously vested, that are or become accrued and payable as a result of consummation of the transactions contemplated by this Agreement (other than any such payments or obligations put in place at the written direction of Parent), together with the employer’s portion of all payroll, employment and similar Taxes in connection with such amounts (determined without regard to any ability of the Company or its Subsidiaries to defer such Taxes under the CARES Act); provided, however, that Company Transaction Expenses shall not include Transfer Taxes.

“Company Warrant” means each of the warrants issued by the Company and identified on Section 4.6(a)(iv) of the Company Disclosure Letter.

“Contracting Parties” has the meaning specified in Section 9.16.

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“Contracts” means any contract, agreement, instrument, option, lease, license, sales and purchase order, warranty, note, bond, mortgage, indenture, obligation, commitment, binding application, arrangement or understanding, whether written or oral, express or implied, in each case as amended and supplemented from time to time.

“Copyleft License” means any license that requires or purports to require, as a condition of use, modification or distribution, conveyance or availability of software subject to such license, that such software subject to such license, or other software incorporated into, derived from, or used, embedded, combined or distributed with such software subject to such license (i) in the case of software, be made available or distributed in a form other than binary (e.g., source code form), (ii) be licensed for the purpose of preparing derivative works, (iii) be licensed under terms that allow the Company’s or any Subsidiary of the Company’s products, services or portions thereof or interfaces therefor to be reverse engineered, reverse assembled or disassembled (other than by operation of Law) or (iv) be licensed redistributable at no license fee. By way of example and not limitation, Copyleft Licenses include the GNU General Public License, the GNU Lesser General Public License, the Mozilla Public License, the Common Development and Distribution License, the Eclipse Public License and all Creative Commons “sharealike” Licenses.

“COVID-19” means SARS CoV-2 or COVID-19, and any evolutions thereof.

“COVID-19 Action” means an inaction or action by the Company, including the establishment of any policy, procedure or protocol, in response to COVID-19 or any COVID-19 Measures that (i) is commercially reasonable, (ii) is intended to protect the health and safety of employees, independent contractors or customers of the Company or its Subsidiaries, (iii) is consistent with prevalent practices of similarly situated businesses in the industries or the locations in which the Company and its Subsidiaries operate and (iv) (x) is approved in advance in writing by Parent, (y) is consistent with the past practice of the Company in response to COVID-19 prior to the date of this Agreement (but only to the extent in compliance with applicable Law) (except for (1) any employee layoff or furlough, reduction-in-force or facility closure or shutdown, (2) any inaction or action that would reasonably be expected to have an adverse financial impact on the Company and its Subsidiaries in excess of $1,000,000 or (3) any inaction or action that would reasonably be expected to materially and adversely impact the business of the Company and its Subsidiaries) or (z) would, given the totality of the circumstances under which the Company acted or did not act, be unreasonable for Parent to withhold, condition or delay consent with respect to such action or inaction (whether or not Parent has a consent right with respect thereto).

“COVID-19 Measures” means any quarantine, “shelter in place”, “stay at home”, workforce reduction, social distancing, shut down, closure, sequester, safety or similar Law, Governmental Order, Action, directive, guidelines or recommendations promulgated by any Governmental Authority that has jurisdiction over the Company or its Subsidiaries, including the Centers for Disease Control and Prevention and the World Health Organization, in each case, in connection with or response to COVID-19, including the CARES Act.

“D&O Indemnified Parties” has the meaning specified in Section 6.13(a).

“DGCL” means the Delaware General Corporation Law.

“Direct Consultant” means any current or former independent contractor who provides or has provided services directly to the Company or any of the Company’s Subsidiaries (excluding, for the avoidance of doubt, any independent contractor of the Company or any of the Company’s Subsidiaries who lists or has listed such independent contractor’s pet services through the Company’s or a Company Subsidiary’s website or other listing of pet services providers).

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“Disclosure Letter” means, as applicable, either the Company Disclosure Letter or the Parent Disclosure Letter or, if the context so requires, both the Company Disclosure Letter and the Parent Disclosure Letter.

“Dissenting Shares” has the meaning specified in Section 3.5.

“Dollars” or “$” means lawful money of the United States.

“Earn Out Period” means the time period between the Closing Date and the seven (7) year anniversary of the Closing Date.

“Earn Out Shares” has the meaning specified in Section 3.7(a).

“Earn Out Shares Allocation Ratio” means the of quotient of (i) the sum of (A) the Earn Out Shares Allocation Number plus (B) (x) the Fully Diluted Number minus the Earn Out Shares Allocation Number multiplied by (y) one (1) minus the Earn Out Shares Discount Factor, divided by (ii) the Fully Diluted Number.

“Earn Out Shares Allocation Number” means, (a) the aggregate number of shares of Company Capital Stock that are (i) issued and outstanding immediately prior to the Effective Time (assuming, for purposes of this clause (i), that all outstanding shares of Company Preferred Stock have been converted into shares of Company Common Stock in accordance with Article V, Section 4(a) of the Company Certificate of Incorporation), or (ii) issuable upon, or subject to, the exercise of Company Warrants that are issued and outstanding immediately prior to the Effective Time, whether or not vested or exercisable minus (b) the Treasury Shares.

“Earn Out Shares Discount Factor” means ninety-nine percent (99%).

“Effective Time” has the meaning specified in Section 2.3(b).

“Enforceability Exceptions” has the meaning specified in Section 4.3(a).

“Environmental Laws” means any and all Laws (including common law) or other legally enforceable requirement regulating, relating to or imposing liability or standards of conduct concerning protection of the environment (including flora, fauna and their habitat), natural resources or human health, including employee health and safety.

“ERISA” has the meaning specified in Section 4.13(a).

“ERISA Affiliate” means any Affiliate or business, whether or not incorporated, that together with the Company would be deemed to be a “single employer” within the meaning of Section 414(b), (c), (m) or (o) of the Code.

“Excess Shares” has the meaning specified in Section 3.1(c).

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

“Exchange Agent” has the meaning specified in Section 3.2(a).

“Export Approvals” has the meaning specified in Section 4.11(c).

“Financial Assistance” has the meaning specified in Section 4.28.

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“Financial Statements” has the meaning specified in Section 4.8(a)(ii).

“Fully Diluted Number” means, without duplication, (a) the aggregate number of shares of Company Capital Stock that are (i) issued and outstanding immediately prior to the Effective Time (assuming, for purposes of this clause (a), that all outstanding shares of Company Preferred Stock have been converted into shares of Company Common Stock in accordance with Article V, Section 4(a) of the Company Certificate of Incorporation), or (ii) issuable upon, or subject to, the exercise of Options or Company Warrants, in each case that are issued and outstanding immediately prior to the Effective Time, whether or not vested or exercisable minus (b) the Treasury Shares.

“GAAP” means generally accepted accounting principles in the United States as in effect from time to time, consistently applied.

“Governing Documents” means the legal document(s) by which any Person (other than an individual) establishes its legal existence or which govern its internal affairs. For example, the “Governing Documents” of a corporation are its certificate of incorporation (including, with respect to the Company, the Company Certificate of Incorporation) and by-laws, the “Governing Documents” of a limited partnership are its limited partnership agreement and certificate of limited partnership, the “Governing Documents” of a limited liability company are its operating agreement and certificate of formation and the “Governing Documents” of an exempted company are its memorandum and articles of association.

“Governmental Approval” has the meaning specified in Section 4.5.

“Governmental Authority” means any federal, state, provincial, municipal, local, foreign, multi-national, supra-national, government or governmental authority or regulatory body thereof, or political subdivision thereof, or any commission, department, board, bureau, agency, instrumentality or authority thereof, any court, tribunal, arbitrator, arbitration panel or similar judicial body or any self-regulatory organization.

“Governmental Order” means any order, judgment, injunction, decree, writ, stipulation, determination, assessment or award (including any arbitration award), in each case, entered by or with any Governmental Authority.

“Hazardous Material” means any (i) pollutant, contaminant, chemical, (ii) industrial, solid, liquid or gaseous toxic or hazardous substance, material or waste, (iii) petroleum or any fraction or product thereof, (iv) asbestos or asbestos-containing material, (v) polychlorinated biphenyl, (vi) chlorofluorocarbons, and (vii) other substance, material or waste, in each case, which are regulated under any Environmental Law or as to which liability may be imposed pursuant to Environmental Law.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

“Incentive Equity Plan” has the meaning specified in Section 6.11(a).

“Indebtedness” means with respect to any Person, without duplication, any obligations, contingent or otherwise, in respect of (i) the principal of and premium (if any) in respect of all indebtedness for borrowed money, including accrued interest and any per diem interest accruals, (ii) the principal and interest components of capitalized lease obligations under GAAP, (iii) amounts drawn (including any accrued and unpaid interest) on letters of credit, bank guarantees, bankers’ acceptances and other similar instruments (solely to the extent such amounts have actually been drawn), (iv) the principal of and premium (if any) in respect of obligations evidenced by bonds, debentures, notes and similar instruments, (v) the

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termination value of interest rate protection agreements and currency obligation swaps, hedges or similar arrangements (without duplication of other indebtedness supported or guaranteed thereby), (vi) deferred and unpaid purchase price obligations, “earn out” obligations or similar obligations entered into in connection with any acquisition of a business or entity by such Person, (vii) accrued severance obligations arising with respect to the termination of employment or service of any current or former employee, or otherwise in connection with a reduction in force, in each case, together with the employer’s portion of all payroll, employment and similar Taxes in connection with such amounts (determined without regard to any ability of the Company or its Subsidiaries to defer such Taxes under the CARES Act), (viii) breakage costs, prepayment or early termination premiums, penalties, or other fees or expenses payable as a result of the consummation of the transactions contemplated hereby in respect of any of the items in the foregoing clauses (i) through (vii), and (ix) all Indebtedness of another Person referred to in clauses (i) through (viii) above guaranteed directly or indirectly, jointly or severally.

“Independent Director” has the meaning specified in Section 6.12(a).

“Intellectual Property” means any and all worldwide rights in or to intellectual or industrial property, including the following: (i) patents, patent applications, invention disclosures, and all continuations, continuations-in-part, divisionals, reissues, re-examinations, substitutions, and extensions thereof; (ii) registered and unregistered or common law trademarks, logos, service marks, trade dress and trade names, slogans and other source identifiers, pending applications therefor, rights of publicity, social and mobile media identifiers and internet domain names, together with the goodwill of the Company or any of its Subsidiaries or their respective businesses symbolized by or associated with any of the foregoing; (iii) registered and unregistered copyrights, and applications for registration of copyright, including such corresponding rights in software and other works of authorship; and (iv) trade secrets, know-how, methods, processes, and other confidential information or proprietary rights. “Intellectual Property” does not include Personal Information or any right to privacy therein.

“Interim Period” has the meaning specified in Section 6.1.

“International Trade Laws” means all Laws relating to the import, export, re-export, deemed export, deemed re-export, or transfer of information, data, goods, and technology, including but not limited to the Export Administration Regulations administered by the United States Department of Commerce, the International Traffic in Arms Regulations administered by the United States Department of State, customs and import Laws administered by United States Customs and Border Protection, any other export or import controls administered by an agency of the United States government, the anti-boycott regulations administered by the United States Department of Commerce and the United States Department of the Treasury, and other Laws adopted by Governmental Authorities of other countries relating to the same subject matter as the United States Laws described above.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“Investor Rights Agreement” has the meaning specified in the Recitals hereto.

“IRS” means the Internal Revenue Service.

“IT Systems” means all hardware, software, databases, code, systems, networks, websites, applications, circuits, routers and all other computer and information technology used by or on behalf the Company and its Subsidiaries in the conduct of the business of the Company and its Subsidiaries.

“JOBS Act” has the meaning specified in Section 5.6(a).

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“Key Holders” means each Person (other than the Parent and the Company) that is party to the Sponsor Support Agreement or Company Holders Support Agreement executed and delivered concurrently with the execution and delivery of this Agreement.

“Law” means any statute, law, ordinance, rule, regulation, directive or Governmental Order, in each case, of any Governmental Authority.

“Leased Real Property” means all real property leased, licensed, subleased or otherwise used or occupied (except for Owned Land) by the Company or any of its Subsidiaries.

“Legal Proceedings” has the meaning specified in Section 4.10.

“Letter of Transmittal” has the meaning specified in Section 3.2(b)

“Lien” means all liens (statutory or other), mortgages, deeds of trust, pledges, hypothecations, assignment, deposit arrangement, encumbrances, charges, security interests, options, leases, subleases, restrictions, claims, encumbrances, easements, servitudes, pre-emptive rights, rights of first offer or refusal, transfer restrictions or other similar liens or encumbrances or any preferences, priorities or other agreements or preferential arrangements of any kind, whether consensual, statutory or otherwise

“Lock-Up Agreement” has the meaning specified in the Recitals hereto.

“Maximum Cash Payment Amount” means an amount equal to (i) the amount of Available Parent Cash as of the Closing, minus (ii) the amount of Unpaid Transaction Expenses, minus (iii) $250,000,000; provided that if such calculation results in a negative number, the “Maximum Cash Payment Amount” shall be deemed to be zero (0); provided, further, that in no event shall the Maximum Cash Payment Amount exceed, and the Maximum Cash Payment Amount shall, to the extent necessary, be automatically reduced to an amount such that it does not exceed, an amount equal to 19.9% multiplied by the sum of (A) the amount of the Maximum Cash Payment Amount plus (B) the product of (x) the Closing Number of Securities multiplied by (y) the closing trading price of Parent Class A Common Stock on the date that is three (3) Business Days prior to the Closing, calculated in each case of the foregoing clauses (A) and (B) disregarding the effect of this proviso, so that the Maximum Cash Payment Amount shall be reduced to the extent necessary in order to permit the transactions contemplated hereby to qualify for the intended tax treatment pursuant to Section 2.7.

“Merger” has the meaning specified in the Recitals hereto.

“Merger Certificate” has the meaning specified in Section 2.1(a).

“Merger Sub” has the meaning specified in the Preamble hereto.

“Merger Sub Capital Stock” means the shares of the common stock, par value $0.001 per share, of Merger Sub.

“Minimum Available Parent Cash Amount” has the meaning specified in Section 6.16(a).

“Minimum PIPE Investment Amount” has the meaning specified in Section 5.12(e).

“Modification in Recommendation” has the meaning specified in Section 6.7(b).

“Multiemployer Plan” has the meaning specified in Section 4.13(c).

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“Nasdaq” has the meaning specified in Section 5.6(c).

“Nondisclosure Agreement” has the meaning specified in Section 9.10.

“Nonparty Affiliates” has the meaning specified in Section 9.16.

“Offer Documents” has the meaning specified in Section 6.7(a)(i).

“Open Source License” means any license meeting the Open Source Definition (as promulgated by the Open Source Initiative) or the Free Software Definition (as promulgated by the Free Software Foundation), or any substantially similar license, including any license approved by the Open Source Initiative or any Creative Commons License. “Open Source Licenses” shall include Copyleft Licenses.

“Open Source Materials” means any software subject to an Open Source License.

“Option” means an option to purchase shares of Company Common Stock granted under a Company Equity Incentive Plan or otherwise granted to an employee, director, independent contractor or other service provider of the Company outside of a Company Equity Incentive Plan.

“Option Exchange Ratio” means the sum of (i) the Per Share Securities Payment Amount plus (ii) the (A) quotient of (x) the 22,500,000, divided by (y) the Fully Diluted Number multiplied by (B) the Earn Out Shares Discount Factor.

“Owned Land” has the meaning specified in Section 4.20(b).

“Parent” has the meaning specified in the Preamble hereto.

“Parent Class A Common Stock” means the Class A common stock, par value $0.0001 per share, of Parent.

“Parent Class B Common Stock” means the Class B common stock, par value $0.0001 per share, of Parent.

“Parent Closing Statement” has the meaning specified in Section 2.4(d).

“Parent Common Stock” means the Parent Class A Common Stock and Parent Class B Common Stock.

“Parent Common Stock Value Per Share” means $10.00 (which shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to Parent Class A Common Stock occurring prior to the Effective Time).

“Parent Common Warrant” means a warrant to purchase one (1) share of Parent Class A Common Stock at an exercise price of eleven Dollars fifty cents ($11.50) that was included in the units sold as part of Parent’s initial public offering.

“Parent Disclosure Letter” has the meaning specified in the introduction to Article V.

“Parent Financial Statements” has the meaning specified in Section 5.6(d).

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“Parent Fundamental Representations” means the representations and warranties made pursuant to the first and second sentences of Section 5.1 (Parent Organization), Section 5.2 (Due Authorization), Section 5.12 (Capitalization of Parent) and Section 5.13 (Brokers’ Fees).

“Parent Indemnified Parties” has the meaning specified in Section 6.13(a).

“Parent Private Placement Warrant” means a warrant to purchase one (1) share of Parent Class A Common Stock at an exercise price of eleven Dollars fifty cents ($11.50) issued to the Sponsor.

“Parent SEC Filings” has the meaning specified in Section 5.5.

“Parent Securities” has the meaning specified in Section 5.12(a).

“Parent Stockholder Approval” means (i) with respect to the Transaction Proposal set forth in clause (B) of the definition of “Transaction Proposals”, the approval of such Transaction Proposal by an affirmative vote of the (x) holders of at least a majority of the outstanding shares of Parent Class A Common Stock entitled to vote thereupon (as determined in accordance with Parent’s Governing Documents), voting as a single class, and (y) holders of at least a majority of the outstanding shares of Parent Class B Common Stock entitled to vote thereupon (as determined in accordance with Parent’s Governing Documents), voting as a single class, and (ii) with respect to all other Transaction Proposals, the approval of the Transaction Proposals by an affirmative vote of a majority of votes cast by holders of shares of Parent Common Stock present in person or represented by proxy and entitled to vote thereupon (as determined in accordance with Parent’s Governing Documents), in each case at an Parent Stockholders’ Meeting duly called by the Board of Directors of Parent and held for such purpose.

“Parent Stockholder Redemption” means the election of an eligible (as determined in accordance with Parent’s Governing Documents) holder of Parent Class A Common Stock to redeem all or a portion of the shares of Parent Class A Common Stock held by such holder at a per-share price, payable in cash, equal to a pro rata share of the aggregate amount on deposit in the Trust Account (including any interest earned on the funds held in the Trust Account) (as determined in accordance with Parent’s Governing Documents) in connection with the Transaction Proposals.

“Parent Stockholder Redemption Amount” means the aggregate amount payable with respect to all Parent Stockholder Redemptions.

“Parent Stockholders” means the stockholders of Parent as of immediately prior to the Effective Time.

“Parent Stockholders’ Meeting” has the meaning specified in Section 6.7(b).

“Parent Transaction Expenses” means the out-of-pocket fees, costs, expenses, commissions or other amounts incurred, paid or otherwise payable by or on behalf of Parent or Parent’s Affiliates (whether or not billed or accrued for) as a result of or in connection with the negotiation, documentation, preparation, execution or performance of this Agreement or otherwise in connection with the transactions contemplated hereby, including: (i) deferred underwriting commissions disclosed in any Parent SEC Filings, (ii) fees, costs, expenses, brokerage fees, commissions, finders’ fees and disbursements of financial advisors, investment banks, legal, accounting, tax, public relations and investor relations advisors, the Trustee and transfer or exchange agent, as applicable, and limited and customary other professional fees (including proxy solicitors, financial printers, consultants and administrative service providers) (iii) costs and expenses related to (x) directors’ and officers’ liability insurance or (y) the preparation, filing and distribution of the Proxy Statement/Registration Statement and other Parent SEC

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Filings, (iv) amounts outstanding under Working Capital Loans, or (v) filing fees paid or payable by or on behalf of Parent or any of its Affiliates to Antitrust Authorities or other Governmental Authorities in connection with the transactions contemplated hereby; provided, however, that Parent Transaction Expenses shall not include Transfer Taxes.

“Parent Warrants” means the Parent Common Warrants and the Parent Private Placement Warrants.

“Payment Spreadsheet” has the meaning specified in Section 2.4(c).

“Per Share Earn Out Share Amount” means the Per Share Triggering Event I Earn Out Share Amount, the Per Share Triggering Event II Earn Out Share Amount and the Per Share Triggering Event III Earn Out Share Amount.

“Per Share Securities Payment Amount” means a number of shares of Parent Class A Common Stock equal to the quotient of (i) the Per Share Value, divided by (ii) the Parent Common Stock Value Per Share.

“Per Share Triggering Event I Earn Out Share Amount” means a number of shares of Parent Class A Common Stock equal to the quotient of (i) the Triggering Event I Earn Out Shares, divided by (ii) the Earn Out Shares Allocation Number.

“Per Share Triggering Event II Earn Out Share Amount” means a number of shares of Parent Class A Common Stock equal to the quotient of (i) the Triggering Event II Earn Out Shares, divided by (ii) the Earn Out Shares Allocation Number.

“Per Share Triggering Event III Earn Out Share Amount” means a number of shares of Parent Class A Common Stock equal to the quotient of (i) the Triggering Event III Earn Out Shares, divided by (ii) the Earn Out Shares Allocation Number.

“Per Share Value” means the quotient of (i) the Base Purchase Price divided by (ii) the Fully Diluted Number.

“Permits” means any approvals, authorizations, consents, licenses, registrations, permits or certificates of a Governmental Authority.

“Permitted Liens” means (i) mechanic’s, materialmen’s and similar Liens arising in the ordinary course of business with respect to any amounts (A) not yet due and payable or (B) which are being contested in good faith through (if then appropriate) appropriate proceedings and for which adequate accruals or reserves have been established in accordance with GAAP, (ii) Liens for Taxes (A) not yet due and payable or which are being contested in good faith through appropriate proceedings and (B) for which adequate accruals or reserves have been established in accordance with GAAP, (iii) defects or imperfections of title, easements, encroachments, covenants, rights-of-way, conditions, matters that would be apparent from a physical inspection or current, accurate survey of such real property, restrictions and other similar charges or encumbrances that do not materially impair the value or materially interfere with the present use of the Leased Real Property, (iv) with respect to any Leased Real Property (A) the interests and rights of the respective lessors with respect thereto, including any statutory landlord liens and any Lien thereon, (B) any Lien permitted under the Real Property Lease, and (C) any Liens encumbering the Owned Land of which the Leased Real Property is a party, (v) zoning, building, entitlement and other land use and environmental regulations promulgated by any Governmental Authority that do not materially interfere with the current use of, or materially impair the value of, the Leased Real Property, (vi) non-exclusive

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licenses of Intellectual Property entered into in the ordinary course of business, (vii) ordinary course purchase money Liens and Liens securing rental payments under operating or capital lease arrangements for amounts not yet due or payable, (viii) other Liens arising in the ordinary course of business and not incurred in connection with the borrowing of money in connection with workers’ compensation, unemployment insurance or other types of social security, (ix) reversionary rights in favor of landlords under any Real Property Leases with respect to any of the buildings or other improvements owned by the Company or any of its Subsidiaries, (xi) restrictions on transfer under applicable securities Laws and (x) all other Liens that do not, individually or in the aggregate, materially impair the use, occupancy or value of the applicable assets of the Company and its Subsidiaries.

“Person” means any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, Governmental Authority or instrumentality or other entity of any kind.

“Personal Information” means information that is defined as “personal data”, “personal information”, “non-public personal information”, “personally identifiable information” or “PII” or any similar term, or is otherwise regulated, by applicable Law relating to privacy, data protection or cybersecurity.

“Personal Information Laws and Policies” has the meaning set forth in Section 4.22(a).

“PIPE Investment” means the purchase of shares of Parent Class A Common Stock pursuant to the Subscription Agreements.

“PIPE Investment Amount” means the aggregate gross purchase price for the shares in the PIPE Investment.

“PIPE Investors” means those certain investors participating in the PIPE Investment pursuant to the Subscription Agreements.

“PPP Loan” means a Paycheck Protection Program Loan pursuant to Section 1102 of the CARES Act or title III of the CAA.

“Privacy Policies” has the meaning set forth in Section 4.22(a).

“Prospectus” has the meaning specified in Section 9.1.

“Proxy Statement” has the meaning specified in Section 6.7(a)(i).

“Proxy Statement/Registration Statement” has the meaning specified in Section 6.7(a)(i).

“Q3 Financial Statements” has the meaning specified in Section 4.8(a)(ii).

“Real Property Leases” has the meaning specified in Section 4.20(a)(iii).

“Registration Statement” means the Registration Statement on Form S-4, or other appropriate form, including any pre-effective or post-effective amendments or supplements thereto, to be filed with the SEC by Parent under the Securities Act with respect to the Registration Statement Securities.

“Registration Statement Securities” has the meaning specified in Section 6.7(a).

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“Remaining Cash Electing Stockholder” shall mean, with respect to any Subsequent Allocation or any Residual Allocation, as applicable, any Cash Electing Stockholder that has not been previously allocated a number of Available Cash Electing Shares pursuant to the Initial Allocation or any previous Subsequent Allocation equal to the number of shares of Company Capital Stock with respect to which such Cash Electing Stockholder has made a Cash Election in accordance with Section 3.6.

“Remaining Cash Electing Stockholder Pro Rata Share” means, with respect to each Remaining Cash Electing Stockholder as of the calculation of any Subsequent Allocation or any Residual Allocation, a fraction (a) the numerator of which shall be the Cash Electing Stockholder Vested Equity Interest held by such Remaining Cash Electing Stockholder as of the Election Date and (b) the denominator shall mean the aggregate Cash Electing Stockholder Vested Equity Interest held by all then Remaining Cash Electing Stockholders as of the Election Date.

“Requisite Company Stockholders” means the holders of (i) a majority of the shares of Company Preferred Stock outstanding, voting together as a single class on an as-converted to Company Common Stock basis (with all shares of Company Preferred Stock being treated as if they had been converted to shares of Company Common Stock in accordance with Article V, Section 4(a) of the Company Certificate of Incorporation), and (ii) a majority of the shares of Company Capital Stock outstanding, voting together as a single class on an as-converted to Company Common Stock basis (with all shares of Company Preferred Stock being treated as if they had been converted to shares of Company Common Stock in accordance with Article V, Section 4(a) of the Company Certificate of Incorporation), in each case of the foregoing clauses (i) and (ii) determined as of the record date for determining stockholders of the Company entitled to consent in writing with respect to the Company Stockholder Approvals.

“Sanctioned Country” means at any time, a country or territory which is itself the subject or target of any country-wide or territory-wide Sanctions Laws (including, at the time of this Agreement, the Crimea region, Cuba, Iran, North Korea and Syria).

“Sanctioned Person” means any Person that is the target of Sanctions Laws, including (i) any Person identified in any sanctions-related list of designated Persons maintained by (a) the United States Department of the Treasury’s Office of Foreign Assets Control, the United States Department of Commerce, Bureau of Industry and Security, or the United States Department of State; (b) Her Majesty’s Treasury of the United Kingdom; (c) any committee of the United Nations Security Council; or (d) the European Union; (ii) any Person located, organized, or resident in, organized in, or a Governmental Authority or government instrumentality of, any Sanctioned Country; and (iii) any Person directly or indirectly owned or controlled by, or acting for the benefit or on behalf of, a Person described in clause (i) or (ii), either individually or in the aggregate.

“Sanctions Laws” means any trade, economic or financial sanctions Laws administered, enacted or enforced from time to time by (i) the United States (including the Department of the Treasury’s Office of Foreign Assets Control or the United States Department of State), (ii) the European Union and enforced by its member states, (iii) the United Nations, or (iv) Her Majesty’s Treasury of the United Kingdom.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

“SEC” means the United States Securities and Exchange Commission.

“Securities” has the meaning specified in Section 4.6(b).

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

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“Sponsor” means Nebula Caravel Holdings, LLC, a Delaware limited liability company.

“Sponsor Backstop Amount” means the amount of proceeds actually received by Parent pursuant to the purchase of shares of Parent Class A Common Stock specified in Section 1.1(a) of the Sponsor Backstop Subscription Agreement.

“Sponsor Backstop Subscription Agreement” means that certain Backstop Subscription Agreement, dated as of the date hereof, by and among the Sponsor, Parent and the Company, as amended or modified from time to time.

“Sponsor Support Agreement” means that certain Support Agreement, dated as of the date hereof, by and among the Sponsor, Parent, the Company and certain other parties thereto, as amended or modified from time to time.

“STB” has the meaning specified in Section 9.18(b)

“STB Privileged Communications” has the meaning specified in Section 9.18(b).

“STB Waiving Parties” has the meaning specified in Section 9.18(b).

“STB WP Group” has the meaning specified in Section 9.18(b).

“Straddle Period” means any taxable period beginning on or before, and ending after, the Closing Date.

“Subscription Agreements” means the subscription agreements pursuant to which the PIPE Investment will be consummated; provided, that for purposes of Section 5.12(e) and Section 6.19, “Subscription Agreements” shall also be deemed to include the Sponsor Backstop Subscription Agreement.

“Subsidiary” means, with respect to any Person (for purposes of this definition, the “Controlling Company”), any other Person (i) of which a majority of the outstanding voting securities or other voting equity interests, or a majority of any other interests having the power to direct or cause the direction of the management and policies of such other Person, are owned, directly or indirectly, by the Controlling Company or (ii) with respect to which the Controlling Company or its Subsidiaries is a general partner or managing member.

“Surviving Corporation” has the meaning specified in Section 2.1(b).

“Tax Allocation Principles” shall apply as follows: (i) to the extent permitted or required by applicable Law, the taxable year of the Company that includes the Closing Date shall be treated as closing on (and including) the Closing Date; and (ii) to the extent the treatment in clause (i) is not permitted, for purposes of determining the Tax Liability Amount, the amount of Taxes allocable to the pre-Closing portion of any Straddle Period shall be deemed to include the amount that would be payable if the relevant taxable period of the Company and all other relevant entities ended on and included the Closing Date, provided that any exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number of dates in each period.

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“Tax Liability Amount” means, without duplication, determined as of the Closing Date, the amount of any unpaid Taxes of the Company (whether or not then due) for any taxable period (or portion thereof) ending on or before the Closing Date, which amount shall be calculated (i) by calculating any Taxes for Straddle Periods using the Tax Allocation Principles, (ii) by including any unpaid Tax liabilities of the Company for any Tax period as a result of any inclusion under Section 951 or Section 951A of the Code to the extent attributable to a taxable period (or portion thereof) ending on or before the Closing Date (for the avoidance of doubt, calculated in accordance with the Tax Allocation Principles), (iii) by taking into account any net operating losses and any other Tax assets only to the extent (if any) that they would actually reduce (but not below zero) the amount of the Taxes owed with respect to a taxable period ending on or prior to the Closing Date and (iv) by treating any agreed or required adjustments in respect of a taxable period (or portion thereof) ending after the Closing Date pursuant to Section 481 of the Code (or any similar provision of state, local or foreign Law) for any taxable period (or portion thereof) as having occurred in a taxable period ending on or before the Closing Date; provided, in all cases, that in no event shall the Tax Liability Amount be a negative number.

“Tax Return” means any return, declaration, report, statement, information statement or other document filed or required to be filed with any Governmental Authority with respect to Taxes, including any claims for refunds of Taxes, any information returns and any schedules, attachments, amendments or supplements of any of the foregoing.

“Taxes” means any and all federal, state, local, foreign or other taxes imposed by any Governmental Authority, including all income, gross receipts, license, payroll, recapture, net worth, employment, escheat and unclaimed property obligations, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, ad valorem, value added, inventory, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, assessments, sales, use, transfer, registration, governmental charges, duties, levies and any other charge of any kind in the nature of (or similar to) taxes whatsoever, in each case including any interest, penalty, or addition thereto.

“Title IV Plan” has the meaning specified in Section 4.13(c).

“Top Vendors” has the meaning specified in Section 4.26(a).

“Trading Day” means any day on which shares of Parent Class A Common Stock are actually traded on the principal securities exchange or securities market on which shares of Parent Class A Common Stock are then traded.

“Transaction Proposals” has the meaning specified in Section 6.7(b).

“Transfer Taxes” means any and all transfer, documentary, sales, use, real property, stamp, excise, recording, registration, value added and other similar Taxes, fees and costs (including any associated penalties and interest) incurred in connection with this Agreement.

“Treasury Regulations” means the regulations promulgated under the Code by the United States Department of the Treasury (whether in final, proposed or temporary form), as the same may be amended from time to time.

“Treasury Share” has the meaning specified in Section 3.1(a).

“Triggering Event” means any of Triggering Event I, Triggering Event II and Triggering Event III.

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“Triggering Event I” means that the VWAP of Parent Class A Common Stock is, at any time during the Earn Out Period, greater than or equal to $12.00 over any twenty (20) Trading Days within any thirty (30) Trading Day period (which shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to Parent Class A Common Stock occurring on or after the Closing).

“Triggering Event I Earn Out Shares” means a number of shares of Parent Class A Common Stock equal to the product of (i) 10,000,000 shares of Parent Class A Common Stock (which shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to Parent Class A Common Stock occurring on or after the Closing), multiplied by (ii) the Earn Out Shares Allocation Ratio.

“Triggering Event II” means that the VWAP of Parent Class A Common Stock is, at any time during the Earn Out Period, greater than or equal to $14.00 over any twenty (20) Trading Days within any thirty (30) Trading Day period (which shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to Parent Class A Common Stock occurring on or after the Closing).

“Triggering Event II Earn Out Shares” means a number of shares of Parent Class A Common Stock equal to the product of (i) 10,000,000 shares of Parent Class A Common Stock (which shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to Parent Class A Common Stock occurring on or after the Closing), multiplied by (ii) the Earn Out Shares Allocation Ratio.

“Triggering Event III” means that the VWAP of Parent Class A Common Stock is, at any time during the Earn Out Period, greater than or equal to $16.00 over any twenty (20) Trading Days within any thirty (30) Trading Day period (which shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to Parent Class A Common Stock occurring on or after the Closing).

“Triggering Event III Earn Out Shares” means a number of shares of Parent Class A Common Stock equal to the product of (i) 2,500,000 shares of Parent Class A Common Stock (which shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to Parent Class A Common Stock occurring on or after the Closing), multiplied by (ii) the Earn Out Shares Allocation Ratio.

“True Wind Capital” means True Wind Capital Management, L.P.

“Trust Account” has the meaning specified in Section 9.1.

“Trust Agreement” has the meaning specified in Section 5.8.

“Trust Amount” has the meaning specified in Section 6.16(a).

“Trustee” has the meaning specified in Section 5.8.

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“Ultimate Parent Entity” has the meaning ascribed to such term in 16 C.F.R. § 801.1 and interpreted by the United States Federal Trade Commission Premerger Notification Office.

“Unpaid Company Expenses” has the meaning specified in Section 2.4(c).

“Unpaid Parent Expenses” has the meaning specified in Section 2.4(d).

“Unpaid Transaction Expenses” has the meaning specified in Section 2.4(d).

“VWAP” means, for any security as of any day or multi-day period, the dollar volume-weighted average price for such security on the principal securities exchange or securities market on which such security is then traded during the period beginning at 9:30:01 a.m., New York time on such day or the first day of such multi-day period (as applicable), and ending at 4:00:00 p.m., New York time on such day or the last day of such multi-day period (as applicable), as reported by Bloomberg through its “HP” function (set to weighted average) or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York time on such day or the first day of such multi-day period (as applicable), and ending at 4:00:00 p.m., New York time on such day or the last day of such multi-day period (as applicable), as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported by OTC Markets Group Inc. during such day or multi-day period (as applicable). If the VWAP cannot be calculated for such security for such day or multi-day period (as applicable) on any of the foregoing bases, the VWAP of such security shall be the fair market value per share at the end of such day or multi-day period (as applicable) as reasonably determined by the board of directors of Parent.

“WARN” has the meaning specified in Section 4.14(g).

“Warrant Agreement” means the Warrant Agreement, dated as of December 8, 2020, between Parent and Continental Stock Transfer & Trust Company.

“Working Capital Loans” means any loan made to Parent by any of the Sponsor, an Affiliate of the Sponsor or any of Parent’s officers or directors, and evidenced by a promissory note, for the purpose of financing costs incurred in connection with a Business Combination.

“WSGR” has the meaning specified in Section 9.18(a).

“WSGR Privileged Communications” has the meaning specified in Section 9.18(a).

“WSGR Waiving Parties” has the meaning specified in Section 9.18(a).

“WSGR WP Group” has the meaning specified in Section 9.18(a).

1.2. Construction.

(a) Unless the context of this Agreement otherwise requires, (i) words of any gender include each other gender; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words refer to this entire Agreement; (iv) the terms “Article” or “Section” refer to the specified Article or Section of this Agreement; (v) the word “including” shall mean “including, without limitation”, (vi) the word “or” shall be disjunctive but not exclusive and (vii) the use of “Affiliates” and “Subsidiaries” shall be deemed

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to be followed by the words “as such entities exist as of the relevant date of determination”, (vii) the phrase “made available” or “delivered” by the Company to Parent or Merger Sub, when used in reference to a document, shall mean that the document was made available for viewing in the “Project Fetch” electronic data room hosted by Donnelley Financial Solutions Venue at least one Business Day prior to the date of this Agreement and (viii) the terms “ordinary course” or “ordinary course of business” shall mean “ordinary course of business consistent with past practice” (including, for the avoidance of doubt, recent past practice in light of COVID-19). Notwithstanding anything to the contrary contained in this Agreement, nothing herein shall prevent the Company from taking or failing to take any COVID-19 Actions and (x) no such COVID-19 Actions shall be deemed to violate or breach this Agreement in any way, (y) all such COVID-19 Actions shall be deemed to constitute an action taken in the ordinary course of business and (z) no such COVID-19 Actions shall serve as a basis for Parent to terminate this Agreement or assert that any of the conditions to the Closing contained herein have not been satisfied.

(b) Unless the context of this Agreement otherwise requires, references to statutes shall include all regulations promulgated thereunder and references to statutes or regulations shall be construed as including all statutory and regulatory provisions consolidating, amending or replacing the statute or regulation.

(c) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified.

(d) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP.

(e) The term “willful breach” means, with respect to any party to this Agreement, a material breach or failure to perform that is the consequence of an intentional act or omission of such party with the knowledge that such act or omission would, or would be reasonably expected to, cause a material breach of this Agreement. The term “actual fraud” means, with respect to a party to this Agreement, an actual and intentional fraud (i.e., with scienter).

1.3. Knowledge. As used herein, (i) the phrase “to the knowledge” of the Company shall mean the actual knowledge (as opposed to imputed or constructive knowledge) of the individuals identified on Section 1.3 of the Company Disclosure Letter and (ii) the phrase “to the knowledge” (as opposed to imputed or constructive knowledge) of Parent shall mean the knowledge of the individuals identified on Section 1.3 of the Parent Disclosure Letter, in each case of the foregoing clauses (i) and (ii), as such individuals would have acquired in the exercise of a reasonable inquiry of direct reports.

ARTICLE II

THE MERGER; CLOSING

2.1. The Merger.

(a) Upon the terms and subject to the conditions set forth in this Agreement, Parent, Merger Sub and the Company (Merger Sub and the Company sometimes being referred to herein as the “Constituent Corporations”) shall cause Merger Sub to be merged with and into the Company, with the Company being the surviving corporation in the Merger. The Merger shall be consummated in accordance with this Agreement and shall be evidenced by a certificate of merger with respect to the Merger (as so filed, the “Merger Certificate”), executed by the Constituent Corporations in accordance with the relevant provisions of the DGCL, such Merger to be effective as of the Effective Time.

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(b) Upon consummation of the Merger, the separate corporate existence of Merger Sub shall cease and the Company, as the surviving corporation of the Merger (hereinafter referred to for the periods at and after the Effective Time as the “Surviving Corporation”), shall continue its corporate existence under the DGCL, as a wholly owned subsidiary of Parent.

2.2. Effects of the Merger. At and after the Effective Time, the Surviving Corporation shall thereupon and thereafter possess all of the rights, privileges, powers and franchises, of a public as well as a private nature, of the Constituent Corporations, and shall become subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all rights, privileges, powers and franchises of each Constituent Corporation, and all property, real, personal and mixed, and all debts due to each such Constituent Corporation, on whatever account, shall become vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall become thereafter the property of the Surviving Corporation as they are of the Constituent Corporations; and the title to any real property vested by deed or otherwise or any other interest in real estate vested by any instrument or otherwise in either of such Constituent Corporations shall not revert or become in any way impaired by reason of the Merger; but all Liens upon any property of a Constituent Corporation shall thereafter attach to the Surviving Corporation and shall be enforceable against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it; all of the foregoing in accordance with the applicable provisions of the DGCL.

2.3. Closing; Effective Time.

(a) In accordance with the terms and subject to the conditions of this Agreement, the closing of the Merger (the “Closing”) shall take place at the offices of Simpson Thacher & Bartlett LLP, 2475 Hanover Street, Palo Alto, California 94304, at 8:00 a.m. (Pacific Time) on the date which is two (2) Business Days after the first date on which all conditions set forth in Article VII shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof), or such other time and place as Parent and the Company may mutually agree in writing. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date”.

(b) Subject to the satisfaction or waiver of all of the conditions set forth in Article VII of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, Parent, Merger Sub, and the Company shall cause the (i) Merger Certificate to be executed and duly submitted for filing with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL. The Merger shall become effective at the time when the Merger Certificate has been accepted for filing by the Secretary of State of the State of Delaware, or at such later time as may be agreed by Parent and the Company in writing and specified in each of the Merger Certificate (the “Effective Time”).

2.4. Closing Deliverables.

(a) At the Closing, the Company will deliver or cause to be delivered:

(i) to Parent, a certificate signed by an executive officer of the Company, dated as of the Closing Date, certifying that, to the knowledge and belief of such officer, the conditions specified in Section 7.2(a), Section 7.2(b) and Section 7.2(c) have been fulfilled;

(ii) to Parent, the written resignations of all of the directors of the Company (other than those Persons identified as the initial directors of the Surviving Corporation, in accordance with the provisions of Section 2.6 and Section 6.12), effective as of the Effective Time;

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(iii) to Parent, the Investor Rights Agreement, duly executed by the Company and each Company Stockholder that is a Key Holder;

(iv) to Parent, evidence that the Affiliate Agreements set forth on Section 6.14 of the Company Disclosure Letter have been terminated or settled at or prior to the Closing without further liability to, or obligation of, Parent, the Company or any of the Company’s Subsidiaries; and

(v) to Parent, a certificate on behalf of the Company, prepared in a manner consistent and in accordance with the requirements of Treasury Regulation Sections 1.897-2(g), (h) and 1.1445-2(c)(3), certifying that no interest in the Company is, or has been during the relevant period specified in Section 897(c)(1)(A)(ii) of the Code, a “U.S. real property interest” within the meaning of Section 897(c) of the Code, and a form of notice to the Internal Revenue Service prepared in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2).

(b) At the Closing, Parent will deliver or cause to be delivered:

(i) to the Exchange Agent, the Aggregate Closing Consideration for further distribution to the Company Stockholders pursuant to Section 3.2.

(ii) to the Company, a certificate signed by an executive officer of Parent, dated the Closing Date, certifying that, to the knowledge and belief of such officer, the conditions specified in Section 7.3(a) and Section 7.3(b) have been fulfilled;

(iii) to the Company, the Investor Rights Agreement, duly executed by duly authorized representatives of Parent and the Sponsor;

(iv) to the Company, the Lock-Up Agreement, duly executed by a duly authorized representative of Parent; and

(v) to the Company, the written resignations of all of the directors and officers of Parent and Merger Sub (other than those Persons identified as the initial directors and officers, respectively, of Parent after the Effective Time, in accordance with the provisions of Section 2.6 and Section 6.12), effective as of the Effective Time.

(c) No sooner than five (5) or later than two (2) days prior to the Closing Date, the Company shall deliver to Parent a certificate duly executed by an authorized officer of the Company on behalf of the Company (the “Company Closing Statement”) setting forth (i) a statement of (x) the Company’s calculation of the Adjustment Amount and (y) the aggregate accrued and unpaid Company Transaction Expenses as of immediately prior to the Effective Time (the “Unpaid Company Expenses”), which shall include the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices for the foregoing and, if reasonably required by the Trustee, the certified Taxpayer Identification Numbers, of each payee. Promptly following delivery of the Parent Closing Statement (and in no event later than one (1) day prior to the Closing Date), the Company shall deliver to Parent a schedule setting forth the Aggregate Closing Consideration payable to the Company Stockholders (the “Payment Spreadsheet”). The calculation and allocation of the Aggregate Closing Consideration set forth on the Payment Spreadsheet, as it may be amended pursuant to Section 2.4(e), shall be binding on all parties and Parent shall be entitled to result fully on the allocation of the Aggregate Closing Consideration set forth on the Payment Spreadsheet.

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(d) No sooner than five (5) or later than (2) days prior to the Closing Date, Parent shall deliver to the Company a certificate duly executed by an authorized officer of Parent on behalf of Parent (the “Parent Closing Statement” and, together with the Company Closing Statement, the “Closing Statements”), setting forth a statement of (i) Parent’s calculation of the Available Parent Cash, the Additional Parent Cash, the Parent Stockholder Redemption Amount, the Sponsor Backstop Amount, the Excess Amount (as defined in the Sponsor Support Agreement), the Expenses Excess Amount (as defined in the Sponsor Support Agreement), (ii) Parent’s calculation of the number of Subject Shares (as defined in the Sponsor Support Agreement) or Subject Warrants (as defined in the Sponsor Support Agreement) that are vested or forfeited in connection with the Closing pursuant to Section 1.9 of the Sponsor Support Agreement and the allocation of such vesting or forfeiture among the Sponsor Parties (as defined in the Sponsor Support Agreement) and (iii) the aggregate accrued and unpaid Parent Transaction Expenses as of immediately prior to the Effective Time (the “Unpaid Parent Expenses” and, together with the Unpaid Company Expenses, the “Unpaid Transaction Expenses”). On the Closing Date, Parent shall pay or cause to be paid, by wire transfer of immediately available funds, the Unpaid Transaction Expenses set forth on the Closing Statements; provided, that any Unpaid Company Expenses due to current or former employees, independent contractors, officers, or directors of the Company or any of its Subsidiaries shall be paid to the Company for further payment to such Persons through the Company’s payroll.

(e) Each of the Company and Parent shall (i) provide the other party and its representatives with reasonable access to the relevant books, records and finance personnel of such party to enable the other party and its representatives to review and analyze the amounts set forth on the Closing Statements and the Payment Spreadsheet, and (ii) make such amendments to the Closing Statements and the Payment Spreadsheet as the parties may mutually and in good faith agree.

2.5. Governing Documents.

(a) The certificate of incorporation and bylaws of the Company in effect immediately prior to the Effective Time, shall be the certificate of incorporation and bylaws of Surviving Corporation, until thereafter amended as provided therein and under the DGCL.

(b) At the Closing, Parent shall amend and restate, effective as of the Effective Time, its certificate of incorporation and bylaws in substantially the form attached as Exhibits A and B hereto, respectively (with such changes as may be agreed in writing by Parent and the Company).

2.6. Directors and Officers.

(a) Parent, Merger Sub and the Company shall take all such action necessary so that, from and after the Effective Time, the Persons set forth on Section 2.6 of the Company Disclosure Letter shall be the initial directors and officers (and in the case of such officers, holding such positions as set forth on Section 2.6 of the Company Disclosure Letter) of the Surviving Corporation from and after the Effective Time, each to hold office in accordance with the Governing Documents of the Surviving Corporation.

(b) Parent shall take all such action necessary so that, from and after the Effective Time, the Persons identified as the initial directors and officers of Parent after the Effective Time, in accordance with the provisions of Section 6.12, shall be the directors and officers (and in the case of such officers, holding such positions as set forth on Section 2.6 of the Company Disclosure Letter), respectively, of Parent, each to hold office in accordance with the Governing Documents of Parent.

2.7. Tax Free Reorganization Matters. The parties intend that, for United States federal income tax purposes, the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code and the Treasury Regulations to which each of Parent and the Company are to be parties under Section 368(b) of the Code and the Treasury Regulations and this Agreement is intended to be, and is adopted as, a plan of reorganization for purposes of Sections 354, 361 and the 368 of the Code and within

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the meaning of Treasury Regulations Section 1.368-2(g). None of the parties knows of any fact or circumstance (without conducting independent inquiry or diligence of the other relevant party), or has taken or will take any action, if such fact, circumstance or action would be reasonably expected to cause the Merger to fail to qualify as a reorganization within the meaning of Section 368(a) of the Code and the Treasury Regulations. The Merger shall be reported by the parties for all Tax purposes in accordance with the foregoing, unless otherwise required by a “determination” within the meaning of Section 1313(a) of the Code. The parties hereto shall cooperate with each other and their respective counsel to document and support the Tax treatment of the Merger as a “reorganization” within the meaning of Section 368(a) of the Code, including providing customary representation letters and attaching the statement described in Treasury Regulations Section 1.368-3(a) on or with its Tax Return for the taxable year of the Merger.

ARTICLE III

EFFECTS OF THE MERGER ON THE COMPANY CAPITAL STOCK AND EQUITY AWARDS

3.1. Conversion of Securities.

(a) At the Effective Time, by virtue of the Merger and without any action on the part of any Company Stockholder, each share of Company Capital Stock, that is issued and outstanding immediately prior to the Effective Time (other than (i) any shares of Company Capital Stock held in the treasury of the Company, which treasury shares shall be canceled as part of the Merger and shall not constitute “Company Capital Stock” hereunder (each such share, a “Treasury Share”), and (ii) any shares of Company Capital Stock held by Company Stockholders who have perfected and not withdrawn a demand for appraisal rights pursuant to the applicable provisions of the DGCL) shall be canceled and converted into the right to receive:

(i) if the holder of such share makes a proper election to receive cash consideration (a “Cash Election”) with respect to such share of Company Capital Stock pursuant to Section 3.6(c) (each such share, a “Cash Electing Share,” and each such holder that has made a Cash Election, a “Cash Electing Stockholder”), an amount in cash for such Cash Electing Share, without interest, equal to the Per Share Value;

(ii) if the holder of such share makes a proper election to receive Parent Class A Common Stock share consideration (a “Stock Election”), or is deemed to have made a Stock Election (including if the holder fails to make a Cash Election or Stock Election accordance the procedures set forth on Section 3.6), with respect to such share of Company Capital Stock, an amount of shares of Parent Class A Common Stock equal to the Per Share Securities Payment Amount, subject to Section 3.1(c); and

(iii) on the terms and subject to the conditions set forth in Section 3.7, an amount of shares of Parent Class A Common Stock equal to the Per Share Earn Out Share Amount, subject to Section 3.1(c).

(b) At the Effective Time, by virtue of the Merger and without any action on the part of Parent or Merger Sub, the shares of Merger Sub Capital Stock, shall be converted into one 117,000,000 shares of common stock, par value $0.00001, of the Surviving Corporation.

(c) Notwithstanding anything in this Agreement to the contrary, no fractional shares of Parent Class A Common Stock shall be issued in the Merger. In lieu of any fractional shares of Parent Class A Common Stock to which any Company Stockholder would otherwise be entitled in the Merger, the Exchange Agent (as defined below) shall round down to the nearest whole share of Parent Class A Common Stock (based on the aggregate number of shares of Parent Class A Common Stock to which such Company Stockholder would otherwise be entitled in the Merger) in each case of any issuance of shares of Parent

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Class A Common Stock to Company Stockholders pursuant to Section 3.1(a)(ii) or Section 3.7 (but aggregating, for such purposes, any issuances pursuant to multiple Triggering Events that may occur at the same time). All fractional shares of Parent Class A Common Stock which a Company Stockholder would be otherwise entitled to receive as a result of the Merger shall be aggregated and calculations shall be rounded to five decimal places. In lieu of any such fractional shares, each Company Stockholder who would otherwise be entitled to such fractional shares shall be entitled to receive an amount in cash, without interest, representing such holder’s proportionate interest in the net proceeds from the sale of shares of Parent Class A Common Stock representing all such fractional shares (the “Excess Shares”) by the Exchange Agent on behalf of all such holders in accordance with the procedures set forth in this Section 3.1(c). The amount of cash which each Company Stockholder who would otherwise be entitled to fractional shares of Parent Class A Common Stock shall be entitled to receive shall be an amount equal to (i) the net proceeds of such sale(s) of Excess Shares by the Exchange Agent, multiplied by (ii) a fraction, the numerator of which is the amount of fractional interests to which such Company Stockholder would otherwise be entitled and the denominator of which is the aggregate number of Excess Shares. As soon as practicable after the determination of the amount of cash, if any, to be paid to the Company Stockholders in lieu of any fractional share interests in Parent Class A Common Stock, the Exchange Agent shall make available such amounts, without interest, to the Company Stockholders entitled to receive such cash following the procedures in Section 3.2. The sale of the Excess Shares by the Exchange Agent shall be executed in round lots to the extent practicable. Until the net proceeds of any such sale or sales have been distributed to the Company Stockholders, the Exchange Agent shall hold such proceeds in trust for such Company Stockholders. The net proceeds of any such sale or sales of the Excess Shares to be distributed to the Company Stockholders shall be reduced by any and all commissions, transfer Taxes and other out-of-pocket transaction costs, as well as any expenses, of the Exchange Agent incurred in connection with such sale or sales.

3.2. Exchange Procedures.

(a) Prior to the Closing, Parent shall appoint an exchange agent (the “Exchange Agent”) to act as the agent for the purpose of paying the Aggregate Closing Consideration to the Company Stockholders. At or before the Effective Time, Parent shall deposit with the Exchange Agent an amount of cash equal to the Closing Cash Payment Amount, a number of shares of Parent Class A Common Stock equal to the Closing Number of Securities.

(b) Reasonably promptly after the Effective Time, Parent shall send or shall cause the Exchange Agent to send, to each Company Stockholder whose Company Capital Stock was converted pursuant to Section 3.1(a) into the right to receive a portion of the Aggregate Merger Consideration and the cash amount required to be paid pursuant to Section 3.1(c), a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and the risk of loss and title shall pass, only upon proper transfer of each share to the Exchange Agent, and which letter of transmittal and instructions will be in customary form reasonably agreed by Parent and the Company) for use in such exchange (each, a “Letter of Transmittal”).

(c) Each holder of shares of Company Capital Stock that have been converted into the right to receive a portion of the Aggregate Merger Consideration, pursuant to Section 3.1(a), shall be entitled to receive such portion of the Aggregate Closing Consideration, upon receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request), together with a duly completed and validly executed Letter of Transmittal and such other documents as may reasonably be requested by the Exchange Agent, with (i) any cash portion of the Aggregate Closing Consideration or required to be paid to Company Stockholders pursuant to Section 3.1(c) being delivered via wire transfer of immediately available funds in accordance with instructions provided in such Letter of Transmittal, and (ii) the equity portion of the Aggregate Closing Consideration being delivered via book-entry issuance, in each case of the foregoing clauses (i) and (ii), less any required Tax withholdings as provided in Section 3.3(a). No interest shall be paid or accrued upon the transfer of any share of Company Capital Stock.

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(d) Promptly following the date that is one (1) year after the Effective Time, Parent shall instruct the Exchange Agent to deliver to Parent all documents in its possession relating to the transactions contemplated hereby, and the Exchange Agent’s duties shall terminate. Thereafter, any portion of the Aggregate Closing Consideration that remains unclaimed shall be returned to Parent, and any Person that was a holder of shares of Company Capital Stock as of immediately prior to the Effective Time that has not exchanged such shares of Company Capital Stock for an applicable portion of the Aggregate Closing Consideration in accordance with this Section 3.2 prior to the date that is one (1) year after the Effective Time, may transfer such shares of Company Capital Stock to Parent and (subject to applicable abandoned property, escheat and similar Laws) receive in consideration therefor, and Parent shall promptly deliver, such applicable portion of the Aggregate Closing Consideration without any interest thereupon. None of Parent, Merger Sub, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any of the Aggregate Closing Consideration delivered to a public official pursuant to and in accordance with any applicable abandoned property, escheat or similar Laws. If any such shares shall not have not been transferred immediately prior to such date on which any amounts payable pursuant to this Article III would otherwise escheat to or become the property of any Governmental Authority, any such amounts shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto.

3.3. Treatment of Options and Company Warrants.

(a) Treatment of Options.

(i) Each Option that is outstanding immediately prior to the Effective Time shall be assumed by Parent. Each Option so assumed by Parent pursuant to this Section 3.3(a) shall continue to have, and be subject to, the same terms and conditions set forth in the applicable Company Equity Incentive Plan and the option agreement relating thereto (including with respect to the vesting thereof), as in effect immediately prior to the Effective Time, except that (A) such assumed Option shall be exercisable for that number of whole shares of Parent Class A Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Option immediately prior to the Effective Time, multiplied by the Option Exchange Ratio, rounded down to the nearest whole share, and (B) the per share exercise price for the shares of Parent Class A Common Stock issuable upon exercise of such assumed Option shall be equal to the quotient obtained by dividing (x) the exercise price per share of Company Common Stock at which such assumed Option was exercisable immediately prior to the Effective Time, by (y) the Option Exchange Ratio, rounded up to the nearest whole cent; provided, however, that in the case of any Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, the exercise price of the Option, the number of shares purchasable pursuant to such Option and the terms and conditions of exercise of such Option shall be determined in order to comply with Section 424 of the Code.

(ii) The Company shall take all necessary actions to (i) effect the treatment of Options pursuant to this Section 3.3(a) in accordance with the applicable Company Equity Incentive Plan and the applicable award agreements, and (ii) terminate the Company Equity Incentive Plans and the shares reserved thereunder as of the Effective Time and to ensure no new awards are granted thereunder from and following the Effective Time.

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(b) Treatment of Company Warrants.

(i) Each Company Warrant that is outstanding immediately prior to the Effective Time shall be assumed by Parent (except to the extent otherwise provided by the terms thereof). Each such Company Warrant shall continue to have, and be subject to, the same terms and conditions as in effect immediately prior to the Effective Time, except that (A) such Company Warrant shall be exercisable for that number of whole shares of Parent Class A Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Warrant immediately prior to the Effective Time, multiplied by the (x) Per Share Securities Payment Amount and (y) the Per Share Earn Out Share Amount, provided that any shares of Parent Class A Common Stock issuable pursuant to this section (y) shall be issuable on account of such Company Warrant at the same time, and on the same terms and subject to the conditions, as the applicable portion of the Earn Out Shares are issuable to the Company Stockholders pursuant to Section 3.7, as if the holder of such Company Warrant were a Company Stockholder with respect to the number of shares of Company Common Stock that were issuable upon exercise of such Company Warrant immediately prior to the Effective Time, and (B) the per share exercise price for the shares of Parent Class A Common Stock issuable upon exercise of such Company Warrant shall be equal to the quotient obtained by dividing (x) the exercise price per share of Company Common Stock at which such Company Warrant was exercisable immediately prior to the Effective Time, by (y) the Per Share Securities Payment Amount, rounded up to the nearest whole cent.

(ii) The Company shall take all necessary actions to effect the treatment of Company Warrants pursuant to this Section 3.3(b) in accordance with the applicable warrant agreements and shall promptly furnish to Parent copies of any resolutions adopted or agreements entered into in connection therewith.

3.4. Withholding. Notwithstanding any other provision to this Agreement, Parent, the Company and the Exchange Agent, as applicable, shall be entitled to deduct and withhold from any amount payable pursuant to this Agreement any such Taxes are required to be deducted and withheld from such amounts under the Code or any other applicable Law (as reasonably determined by Parent, the Company, or the Exchange Agent, respectively). To the extent that any amounts are so deducted and withheld, such deducted and withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made and paid to the applicable Governmental Authority.

3.5. Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary, shares of Company Capital Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who is entitled to demand and has properly exercised appraisal rights of such shares in accordance with Section 262 of the DGCL (such shares of Company Capital Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL) shall not be converted into a right to receive a portion of the Aggregate Merger Consideration, but instead shall be entitled to only such rights as are granted by Section 262 of the DGCL; provided, however, that if, after the Effective Time, such holder fails to perfect, waives, withdraws, or loses such holder’s right to appraisal pursuant to Section 262 of the DGCL, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Capital Stock shall be treated as if they had been converted as of the Effective Time into the right to receive a portion of the Aggregate Merger Consideration in accordance with Section 3.1 without interest thereon, upon transfer of such shares. The Company shall provide Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Capital Stock, any waiver or withdrawal of any such demand, and any other demand, notice, or instrument delivered to the Company prior to the Effective Time that relates to such demand. Except with the prior written consent of Parent, the Company shall not make any payment with respect to, or settle or compromise, or offer to settle or compromise, any such demands.

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3.6. Consideration Election Procedures.

(a) On or prior to the Election Date, each Company Stockholder entitled to receive consideration pursuant to Section 3.1(a) shall, subject to the terms of any agreement between such Company Stockholder and the Company, be entitled to specify a percentage of the number of such holder’s shares of Company Capital Stock with respect to which such holder makes a Cash Election or a Stock Election by complying with the procedures set forth in this Section 3.6.

(b) If the Maximum Cash Payment Amount exceeds the Aggregate Cash Election Amount, then each Cash Electing Stockholder will be deemed to have made a Cash Election with respect to the number of shares of Company Capital Stock with respect to which such Cash Electing Stockholder has made a Cash Election in accordance with Section 3.6.

(c) If the Aggregate Cash Election Amount exceeds the Maximum Cash Payment Amount, then the aggregate number of Cash Electing Shares shall be reduced to an amount equal to the Adjusted Aggregate Cash Electing Shares (such shares, the “Available Cash Electing Shares”). The Available Cash Electing Shares shall be allocated among each Cash Electing Stockholder (and such Cash Electing Stockholder will automatically be deemed to have made a Cash Election only with respect to a number of shares of Company Capital Stock held by such Cash Electing Stockholder) as follows:

(i) First, each Cash Electing Stockholder shall be allocated a number of Available Cash Electing Shares equal to the lesser of (A) the number of shares of Company Capital Stock with respect to which such Cash Electing Stockholder has made a Cash Election in accordance with Section 3.6 and (B) the product of (x) the number of total Available Cash Electing Shares multiplied by (y) such Cash Electing Stockholder’s Cash Electing Stockholder Pro Rata Share (the “Initial Allocation”).

(ii) Next, each then Remaining Cash Electing Stockholder shall be allocated a number of Available Cash Electing Shares equal to the lesser of (A) the number of shares of Company Capital Stock with respect to which such Cash Electing Stockholder has made a Cash Election in accordance with Section 3.6 minus any Available Cash Electing Shares allocated to the Cash Electing Stockholders pursuant to the Initial Allocation or any previous Subsequent Allocation and (B) the product of (x) the number of total Available Cash Electing Shares that have not been previously allocated to the Cash Electing Stockholders pursuant to the Initial Allocation or any previous Subsequent Allocation (the then “Remaining Available Cash Electing Shares”) multiplied by (b) such Remaining Cash Electing Stockholder’s Remaining Cash Electing Stockholder Pro Rata Share (each a “Subsequent Allocation”). A number of sequential Subsequent Allocations shall be repeated iteratively until such time as either (A) there remains only one Remaining Cash Electing Stockholder, who will then be allocated all then Remaining Available Cash Electing Shares or (B) all Available Cash Electing Shares have been allocated pursuant to the Initial Allocation and such Subsequent Allocations (the final allocation pursuant to (A) or (B), the “Residual Allocation”). For clarity, upon the completion of the allocations contemplated by this Section 3.6(c), each Cash Electing Stockholder that has not been allocated pursuant to this Section 3.6(c) a number of Available Cash Electing Shares equal to the number of shares of Company Capital Stock with respect to which such Cash Electing Stockholder has made a Cash Election in accordance with Section 3.6 shall receive be allocated the same amount of Available Cash Electing Shares as a proportion of such Cash Electing Stockholder’s Cash Electing Stockholder Vested Equity Interest.

(iii) Each Cash Electing Stockholder shall automatically be deemed automatically and irrevocably be deemed to have made a Stock Election with respect to such number of shares of Company Capital Stock held by such Cash Electing Stockholder equal to the excess of (A) the number of shares of Company Capital Stock held by such Cash Electing Stockholder (including shares with respect to which such Cash Electing Stockholder has made a Cash Election in accordance with Section 3.6) minus (B) the number of Available Cash Electing Shares that have been allocated to such Cash Electing Stockholder pursuant to the allocations contemplated by this Section 3.6(c).

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(d) As promptly as reasonably practicable following the date hereof, the Company shall deliver (or cause to be delivered) to each registered holder of Company Capital Stock on the date of this Agreement a form of election (the “Form of Election”), together with instructions for completing and returning to the Company the completed and executed Form of Election. Each Company Stockholder entitled to receive consideration pursuant to Section 3.1(a) may use the Form of Election to irrevocably make a Cash Election or a Stock Election in accordance with such instructions. In the event that any such Company Stockholder fails to make prior to the Election Date a proper Cash Election or a Stock Election with respect to any or all shares of Company Capital Stock held such holder, then such holder shall be automatically and irrevocably be deemed to have made a Stock Election with respect to those shares. The Company shall use its commercially reasonable efforts to make the Form of Election available to all persons who become holders of Company Capital Stock during the period between the date of this Agreement and the Election Date, and who are entitled to receive consideration pursuant to Section 3.1(a).

(e) Any applicable Company Stockholder’s election pursuant to the Form of Election will be deemed properly made only if the Company has received at its designated office, by 5:00 p.m. (Pacific time) on the tenth (10th) Business Day following the date on which the Form of Elections are first delivered to the registered holders of Company Common Stock (the “Election Date”), a Form of Election properly completed in accordance with the accompanying instructions and accompanied by any additional documents required by the instructions set forth in or accompanying the delivery of the Form of Election. The Company shall publicly announce the Election Date upon the first delivery of the Form of Elections to the registered holders of Company Capital Stock.

(f) Any Cash Election or Stock Election is final and irrevocable, unless (i) otherwise consented to in writing by the Company (which such consent may, in the Company’s sole discretion, be provided or denied), or (ii) this Agreement is validly terminated in accordance with Article VIII, in which case all Cash Elections and Stock Elections shall automatically be revoked concurrently with the termination of this Agreement. Without limiting the application of any other transfer restrictions that may otherwise exist, after a Cash Election or a Stock Election is validly made or deemed to be made with respect to any shares of Company Capital Stock, no further registration of transfers of such shares shall be made on the stock transfer books of the Company until following the Effective Time, unless and until such Cash Election or Stock Election is validly revoked in accordance with this Section 3.6.

(g) The determination of the Company shall be final, conclusive and binding in the event of ambiguity or uncertainty as to whether or not a Cash Election or a Stock Election has been properly made, deemed to be made, or revoked pursuant to this Section 3.6. The Company shall also make all computations contemplated by Section 3.6, and this computation shall be final, conclusive and binding (other than in the case of manifest error). The Company may make any rules, subject to Parent’s prior written approval (such approval not to be unreasonably withheld, conditioned or delayed), as are consistent with this Section 3.6 for the implementation of Cash Elections and Stock Elections as shall be necessary or desirable to effect such elections in accordance with the terms of this Agreement. Notwithstanding the foregoing or anything herein to the contrary, Parent and the Company shall reduce any Company Stockholder’s Cash Election to the extent reasonably necessary in order to permit the transactions contemplated hereby the qualify for the intended tax treatment pursuant to Section 2.7.

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3.7. Issuance of Earn Out Shares to Company Stockholders.

(a) Following the Closing, and as additional consideration for the Merger, within ten (10) Business Days after the occurrence of a Triggering Event, Parent shall issue, or cause the Exchange Agent or any replacement transfer agent engaged by Parent to issue, to each Company Stockholder the following amount of shares of Parent Class A Common Stock (which shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to Parent Class A Common Stock occurring on or after the Closing) (the “Earn Out Shares”), with respect each share of Company Capital Stock, that is issued and outstanding immediately prior to the Effective Time and held by such Company Stockholder immediately prior to the Effective Time (other than any shares of Company Capital Stock held by Company Stockholders who have perfected and not withdrawn a demand for appraisal rights pursuant to the applicable provisions of the DGCL), on the terms and subject to the conditions:

(i) Upon the occurrence of Triggering Event I, the Per Share Triggering Event I Earn Out Share Amount;

(ii) Upon the occurrence of Triggering Event II, the Per Share Triggering Event II Earn Out Share Amount; and

(iii) Upon the occurrence of Triggering Event III, the Per Share Triggering Event III Earn Out Share Amount.

(b) For the avoidance of doubt, the Company Stockholders shall be entitled to receive Earn Out Shares upon the occurrence of each Triggering Event; provided, however, that (i) each Triggering Event shall only occur once, if at all, (ii) multiple Triggering Events may occur at the same time and (iii) notwithstanding anything herein to the contrary, in no event shall the Company Stockholders in the aggregate be entitled to receive an aggregate number of Earn Out Shares in excess of the product of (A) 22,500,000 multiplied by (B) the Earn Out Shares Allocation Ratio.

(c) If, during the Earn Out Period, there is a Change of Control, then immediately prior to the consummation of such Change of Control: (a) any Triggering Event that has not previously occurred shall be deemed to have occurred; and (b) Parent shall issue the applicable Earn Out Shares to the Company Stockholders (in accordance with their respective pro rata share), and the recipients of such issued Earn Out Shares shall be eligible to participate in such Change of Control with respect to such Earn Out Shares.

(d) Any issuance of Earn Out Shares, including any issuance of Earn Out Shares made upon the occurrence of a Change of Control pursuant to Section 3.7(c), shall be treated as an adjustment to the Aggregate Merger Consideration by the parties for Tax purposes, unless otherwise required by Tax law.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth in the disclosure letter delivered to Parent and Merger Sub by the Company on the date of this Agreement (the “Company Disclosure Letter”), the Company represents and warrants to Parent and Merger Sub as follows:

4.1. Company Organization. The Company has been duly incorporated and is validly existing under the Laws of the State of Delaware. The Governing Documents of the Company, as amended to the date of this Agreement and as previously made available by or on behalf of the Company to Parent, are true, correct and complete. The Company has the requisite corporate power and authority to own, lease or operate all of its properties and assets and to conduct its business as it is now being conducted, except where the failure to have such power and authority would not, individually or in the aggregate, be material to the Company. The Company is not in breach or violation of any of the provisions contained in its Governing Documents in any material respect. The Company is duly licensed or qualified and in good standing as a

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foreign or extra-provincial corporation (or other entity, if applicable) in each jurisdiction in which its ownership of property or the character of its activities is such as to require it to be so licensed or qualified or in good standing, as applicable, except where the failure to be so licensed or qualified or in good standing would not be material to the business of the Company and its Subsidiaries, taken as a whole.

4.2. Subsidiaries. A complete list of each Subsidiary of the Company and its jurisdiction of incorporation, formation or organization, as applicable, and the name of any equityholder other than the Company or any Subsidiary of the Company is set forth on Section 4.2 of the Company Disclosure Letter. The Subsidiaries of the Company have been duly formed or organized and are validly existing under the Laws of their jurisdiction of incorporation or organization and have the requisite power and authority to own, lease or operate all of their respective properties and assets and to conduct their respective businesses as they are now being conducted, except where the failure to have such power and authority would not, individually or in the aggregate, be material to the Company and its Subsidiaries taken as a whole. True, correct and complete copies of the Governing Documents of the Company’s Subsidiaries, in each case, as amended to the date of this Agreement, have been previously made available to Parent by or on behalf of the Company, and none of the Company’s Subsidiaries is in breach or violation of any of the provisions contained in its Governing Documents in any material respect. Each Subsidiary of the Company is duly licensed or qualified and in good standing as a foreign or extra-provincial corporation (or other entity, if applicable) in each jurisdiction in which its ownership of property or the character of its activities is such as to require it to be so licensed or qualified or in good standing, as applicable, except where the failure to be so licensed or qualified or in good standing would not have, or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

4.3. Due Authorization.

(a) Other than the Company Stockholder Approvals, the Company has all requisite company or corporate power, as applicable, and authority to execute and deliver this Agreement and the other documents to which it is a party contemplated hereby and (subject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other documents to which the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Board of Directors of the Company, and no other company or corporate proceeding other than the Company Stockholder Approvals on the part of the Company is necessary to authorize this Agreement and the other documents to which the Company is a party contemplated hereby. This Agreement has been, and on or prior to the Closing and upon execution by the Company, such other documents to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company and this Agreement constitutes, assuming the due authorization, execution and delivery by the other parties hereto, and on or prior to the Closing, the other documents to which the Company is a party contemplated hereby will constitute, assuming the due authorization, execution and delivery by the other parties thereto, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (the “Enforceability Exceptions”).

(b) On or prior to the date of this Agreement, the Board of Directors of the Company has duly adopted resolutions unanimously (i) determining that this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby (including the Merger) are advisable and fair to, and in the best interests of, the Company and the Company’s stockholders, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby (including the Merger). A certified copy of such

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resolutions has been provided to Parent prior to the execution and delivery of this Agreement by the Company. No other corporate action is required on the part of the Company or any of its stockholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Merger other than the Company Stockholder Approvals.

4.4. No Conflict. Subject to the receipt of the Governmental Approvals set forth in Section 4.5, and except as set forth on Section 4.4 of the Company Disclosure Letter, the execution and delivery by the Company of this Agreement and the documents to which the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby do not and will not (a) subject to receipt of the Company Stockholder Approvals, violate or conflict with any provision of, or result in the breach of, or default under the Governing Documents of the Company, (b) violate or conflict with any provision of, or result in the breach of, or default under any Law (subject, in the case of the DGCL, to receipt of the Company Stockholder Approvals), Permit or Governmental Order or Personal Information Laws and Policies applicable to the Company or any of the Company’s Subsidiaries, (c) violate or conflict with any provision of, or result in the breach of, result in the loss of any right or benefit, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under any Contract of the type described in Section 4.12(a) to which the Company or any of the Company’s Subsidiaries is a party or by which the Company or any of the Company’s Subsidiaries may be bound, or terminate or result in the termination of any such foregoing Contract or (d) result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of the Company or any of the Company’s Subsidiaries, except, in the case of clauses (b) through (d), to the extent that the occurrence of the foregoing would not (i) have, or would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of the Company to enter into and perform its obligations under this Agreement or (ii) be material to the business of the Company and its Subsidiaries, taken as a whole.

4.5. Governmental Authorities; Approvals. Assuming the truth and completeness of the representations and warranties of Parent contained in this Agreement, no consent, waiver, approval or authorization of, or designation, declaration or filing with, or notification to, any Governmental Authority (each, a “Governmental Approval”) is required on the part of the Company or its Subsidiaries, or on the part of Parent as a result of any Permit held (or required to be held) by the Company or its Subsidiaries, with respect to the execution or delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) applicable requirements of applicable U.S. and state securities laws, the HSR Act; (ii) any Governmental Approvals required on the part of the Company or its Subsidiaries, the absence of which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Company to perform or comply with, on a timely basis, any material obligation of the Company under this Agreement or the Ancillary Agreements, to consummate the transactions contemplated hereby or thereby, or to conduct the business of the Company and its Subsidiaries as currently conducted in all material respects; and (iii) the filing of the Merger Certificate in accordance with the DGCL.

4.6. Capitalization of the Company.

(a) As of the date of this Agreement, the authorized capital stock of the Company consists of 231,861,108 total shares, each with a par value of $0.00001 per share, comprised of: (i) 144,250,000 shares of Company Common Stock, of which 29,430,092 shares are issued and outstanding as of the date of this Agreement; and (ii) 87,611,108 shares of Company Preferred Stock, of which (A) 8,710,087 shares have been designated as “Series A Preferred Stock”, 8,710,087 of which are issued and outstanding as of the date of this Agreement, (B) 14,104,309 shares have been designated as “Series B Preferred Stock”, 14,104,309 of which are issued and outstanding as of the date of this Agreement, (C) 12,430,344 shares have been designated as “Series C Preferred Stock”, 12,430,344 of which are issued and

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outstanding as of the date of this Agreement, (D) 7,667,172 shares have been designated as “Series D Preferred Stock”, 7,667,172 of which are issued and outstanding as of the date of this Agreement, (E) 3,358,764shares have been designated as “Series D-1 Preferred Stock”, 3,358,764 of which are issued and outstanding as of the date of this Agreement, (F) 11,021,106 shares have been designated as “Series E Preferred Stock”, 11,021,106 of which are issued and outstanding as of the date of this Agreement, (G) 11,772,159 shares have been designated as “Series F Preferred Stock”, 11,772,159 of which are issued and outstanding as of the date of this Agreement and (H) 18,537,167 shares have been designated as “Series G Preferred Stock”, 18,422,997 of which are issued and outstanding as of the date of this Agreement. All of the issued and outstanding shares of Company Capital Stock (x) have been duly authorized and validly issued and are fully paid and non-assessable; (y) have been offered, sold and issued in compliance with (A) applicable Law, including federal and state securities Laws, and all requirements set forth in the Governing Documents of the Company and (B) any other applicable Contracts governing the issuance of such securities; and (z) are not subject to, nor have they been issued in breach or violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of the Company or any Contract to which the Company is a party or otherwise bound.

(i) As of the date of this Agreement, Options to purchase 20,413,459 Company Common Stock are outstanding.

(ii) The Company has provided to Parent, prior to the date of this Agreement, a true and complete list of each current or former employee, consultant or director of the Company or any of its Subsidiaries who, as of the date of this Agreement, holds an Option, including the number of shares of Company Common Stock subject thereto, vesting schedule and, if applicable, the exercise price thereof. All Options are evidenced by award agreements in substantially the forms previously made available to Parent, and no Option is subject to terms that are materially different from those set forth in such forms. Each Option was validly issued and either properly approved by, or issued pursuant to an Option properly approved by, the Board of Directors of the Company (or appropriate committee thereof), and each outstanding Option has an exercise price equal to or greater than the fair market value of a share of Company Common Stock on the date such Option was granted.

(iii) As of the date of this Agreement, Company Warrants to purchase 1,077,498 Company Common Stock are outstanding.

(iv) The Company has provided to Parent, prior to the date of this Agreement, a true and complete list of each Person who holds a Company Warrant, including the number of shares of Company Common Stock subject thereto, the expiration date and the exercise or strike price thereof. All Company Warrants are evidenced by warrant agreements in substantially the forms previously made available to Parent, and no Company Warrant is subject to terms that are materially different from those set forth in such forms. Each Company Warrant was validly issued and either properly approved by, or issued pursuant to a warrant agreement properly approved by, the Board of Directors of the Company (or appropriate committee thereof). The Company has made available to Parent true and complete copies of all agreements governing each Company Warrant. Each Company Warrant was granted in compliance with all applicable Laws and the Company’s Governing Documents.

(b) Except as set forth in Section 4.6(a), or on Section 4.6(a)(ii) or Section 4.6(a)(iv) of the Company Disclosure Letter, as of the date of this Agreement, there are (i) no outstanding shares of capital stock of, or other equity or voting interest in, the Company, (ii) no outstanding securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company or any of its Subsidiaries, (iii) no outstanding options, warrants, rights or other commitments or agreements to acquire from the Company or any of its Subsidiaries, or that

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obligate the Company or any of its Subsidiaries to issue or register, or that restrict the transfer or voting of, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company or any of its Subsidiaries, (iv) no obligations of the Company or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock of, or other equity or voting interest (including any voting debt) in, the Company or any of its Subsidiaries (the items in clauses (i), (ii), (iii) and (iv), together with the capital stock of the Company, being referred to collectively as “Securities”), (v) no calls, subscriptions, pre-emptive rights, Contracts, agreements, arrangements, understandings or other commitments of any kind for the purchase or issuance of Securities, (vi) no “phantom stock” or similar obligations of the Company or any of its Subsidiaries, (vii) no Contracts requiring the Company or any of its Subsidiaries to acquire any equity interest of any other Person and (viii) no other obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of any Securities or dividends paid thereon or revenues, earnings or financial performance or any other attribute of the Company.

4.7. Capitalization of Subsidiaries.

(a) The outstanding shares of capital stock or equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued, are, to the extent applicable, fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of each such Subsidiary, and (2) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract to which each such Subsidiary is a party.

(b) The Company owns of record and beneficially all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. Except as set forth on Section 4.7(b) of the Company Disclosure Letter, neither the Company nor its Subsidiaries hold any Securities of any Person.

4.8. Financial Statements.

(a) The Company has previously made available to Parent:

(i) true and complete copies of the audited consolidated balance sheets and statements of operations and comprehensive loss, cash flows, and stockholders’ equity of the Company and its Subsidiaries as of and for the years ended December 31, 2019 and December 31, 2018, together with the auditor’s reports thereon (the “Audited Financial Statements”); and

(ii) true and complete copies of the unaudited condensed consolidated balance sheet and statements of operations and comprehensive loss, cash flows and stockholders’ equity of the Company and its Subsidiaries as of and for the twelve-month period ended September 30, 2020 (the “Q3 Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”).

(b) Except as set forth on Section 4.8(b) of the Company Disclosure Letter, the Audited Financial Statements, the Q3 Financial Statements and if applicable, when delivered pursuant to Section 6.4, the 2020 Audited Financial Statements, in each case, (i) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations, their consolidated incomes, their consolidated

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changes in stockholders’ equity (with respect to the Audited Financial Statements only) and their consolidated cash flows for the respective periods then ended (subject, in the case of the Q3 Financial Statements to normal year-end adjustments and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto and, in the case of the Q3 Financial Statements, the absence of footnotes or the inclusion of limited footnotes), (iii) were prepared from, and are in accordance in all material respects with, the books and records of the Company and its consolidated Subsidiaries and (iv) when delivered by the Company for inclusion in the Registration Statement for filing with the SEC following the date of this Agreement in accordance with Section 6.4, will comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant, in effect as of the respective dates thereof.

(c) The Company and each of the Company’s Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, and (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP. Neither the Company (including any employee thereof) nor any independent auditor of the Company has identified or been made aware of (x) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company, (y) any fraud, whether or not material, that involves the Company’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company or (z) any claim or allegation regarding any of the foregoing.

(d) Section 4.8(d) of the Company Disclosure Letter sets forth (i) the Indebtedness of the Company and its Subsidiaries as of the date hereof and (ii) the Cash of the Company and its Subsidiaries as of the date hereof.

4.9. Undisclosed Liabilities. Except as set forth on Section 4.8(a) of the Company Disclosure Letter, there is no other liability, debt or obligation of, or claim or judgment against, the Company or any of the Company’s Subsidiaries (whether direct or indirect, absolute or contingent, accrued or unaccrued, known or unknown, liquidated or unliquidated, or due or to become due) required by GAAP to be included on a consolidated balance sheet of the Company except for liabilities, debts, obligations, claims or judgments (a) reflected or reserved for on the Financial Statements or disclosed in the notes thereto, (b) that have arisen since the date of the most recent balance sheet included in the Financial Statements in the ordinary course of business, of the Company and its Subsidiaries, (c) that will be discharged or paid off prior to or at the Closing, (d) which are reflected in the amount of Unpaid Company Expenses stated in the Company Closing Statement, (e) arising in the ordinary course of business under Contracts of the Company or any of its Subsidiaries existing as of the date hereof or (f) which are not, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole.

4.10. Litigation and Proceedings. Except as set forth on Section 4.10 of the Company Disclosure Letter, as of the date hereof (a) there are no initiated, pending or, to the knowledge of the Company, threatened, Actions, or other proceedings at law or in equity (collectively, “Legal Proceedings”), against the Company or any of the Company’s Subsidiaries or their respective properties or assets that, if decided against the Company, would reasonably be expected to result in damages and costs of $300,000 or greater; or (b) other than examinations conducted in the ordinary course of a Governmental Authority’s generally applicable supervisory jurisdiction, no investigations or other inquiries have been initiated, are pending, or, to the knowledge of the Company, have been threatened against, the Company or any of the Company’s Subsidiaries or their respective properties or assets by any Governmental Authority; and (c) there is no outstanding Governmental Order imposed upon the Company or any of the Company’s Subsidiaries; nor are any properties or assets of the Company or any of the Company’s Subsidiaries’ respective businesses bound or subject to any Governmental Order, in each case of the foregoing clauses (b) or (c), that is or would reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole.

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4.11. Legal Compliance.

(a) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, each of the Company and its Subsidiaries is, and for the prior three (3) years has been, in compliance with all applicable Laws. The Company and its Subsidiaries maintain a program of policies, procedures, and internal controls reasonably designed and implemented to ensure compliance in all material respects with applicable Law. Neither the Company nor any of its Subsidiaries or any of the officers, directors or employees thereof acting in such capacity, has received any written notice of, or been charged with, the violation of any Laws by an Governmental Authority.

(b) For the past three (3) years, neither the Company nor any of its Subsidiaries, nor, to the knowledge of the Company, any director, officer, employee or agent acting on behalf of the Company or any of the Company’s Subsidiaries, has offered or given anything of value to: (i) any official or employee of a Governmental Authority, any political party or official thereof, or any candidate for political office or (ii) any other Person, in any such case while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly, to any official or employee of a Governmental Authority or candidate for political office, in each case in violation of the Anti-Bribery Laws. To the knowledge of the Company, there are no current or pending internal investigations, third party investigations (including by any Governmental Authority), or internal or external audits that address any material allegations or information concerning possible material violations of the Anti-Bribery Laws related to the Company or any of the Company’s Subsidiaries.

(c) The Company and its Subsidiaries (i) are, and have been for the past three (3) years, in compliance in all material respects with all Anti-Money Laundering Laws, International Trade Laws and Sanctions Laws, and (ii) have obtained all required licenses, consents, notices, waivers, approvals, orders, registrations, declarations, or other authorizations from, and have made any material filings with, any applicable Governmental Authority for the import, export, re-export, deemed export, deemed re-export, or transfer required under the International Trade Laws and Sanctions Laws (the “Export Approvals”). There are no pending or, to the knowledge of the Company, threatened, claims, complaints, charges, investigations, voluntary disclosures or Legal Proceedings against the Company or any of the Company’s Subsidiaries related to any Anti-Money Laundering Laws, International Trade Laws or Sanctions Laws or any Export Approvals. Neither the Company nor any of its Subsidiaries nor any of their respective directors or officers, or to the knowledge of the Company, employees or any of the Company’s or its Subsidiaries’ respective agents, representatives or other Persons acting on behalf of the Company or any of the Company’s Subsidiaries, (i) is, or has during the past five (5) years, been a Sanctioned Person or (ii) has transacted business directly or knowingly indirectly with any Sanctioned Person or in any Sanctioned Country in violation of Sanctions Laws.

4.12. Contracts; No Defaults.

(a) Section 4.12(a) of the Company Disclosure Letter contains a listing of all Contracts described in clauses (i) through (xiv) below to which, as of the date of this Agreement, the Company or any of the Company’s Subsidiaries is a party or by which they are bound, other than a Company Benefit Plan. True, correct and complete copies of the Contracts listed on Section 4.12(a) of the Company Disclosure Letter have previously been delivered to or made available to Parent or its agents or representatives, together with all amendments thereto.

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(i) Any Contract with any of the Top Vendors;

(ii) Each debenture, Contract or other evidence of Indebtedness of the Company or any of the Company’s Subsidiaries, including any agreement or commitment for future loans, credit or financing, in each case, in excess of $1 million;

(iii) Each Contract for the acquisition of any Person or any business unit thereof or the disposition of any material assets of the Company or any of its Subsidiaries in the last three (3) years, in each case, involving payments in excess of $1 million other than (A) Contracts in which the applicable acquisition or disposition has been consummated and there are no liabilities of the Company or its Subsidiaries remaining or obligations of the Company or its Subsidiaries ongoing and (B) any disposition of assets by the Company or any of its Subsidiaries in the ordinary course of business;

(iv) The Real Property Leases set forth on Section 4.20(a) of the Company Disclosure Letter;

(v) Each Contract involving the formation of a joint venture, partnership, strategic alliance or limited liability company (other than a wholly-owned Subsidiary of the Company);

(vi) Contracts (other than employment agreements, employee confidentiality and invention assignment agreements, equity or incentive equity documents and Governing Documents) between the Company and its Subsidiaries, on the one hand, and Affiliates of the Company or any of the Company’s Subsidiaries (other than the Company or any of the Company’s Subsidiaries), the officers and managers (or equivalents) of the Company or any of the Company’s Subsidiaries, the members or stockholders of the Company or any of the Company’s Subsidiaries, any employee of the Company or any of the Company’s Subsidiaries or a member of the immediate family of the foregoing Persons, on the other hand, to the extent such Contracts are material to the Company and its Subsidiaries (collectively, “Affiliate Agreements”);

(vii) Contracts with each current employee or Direct Consultant that provide annual base compensation (excluding bonus and other benefits) in excess of $350,000;

(viii) Contracts with any employee or consultant of the Company or any of the Company’s Subsidiaries that provide for change in control, retention or similar payments or benefits contingent upon, accelerated by or triggered by the consummation of the transactions contemplated hereby;

(ix) Any collective bargaining (or similar) agreement or Contract between the Company or any of the Company’s Subsidiaries, on one hand, and any labor union, works council or other body representing employees of the Company or any of the Company’s Subsidiaries, on the other hand;

(x) Each Contract (including license agreements, coexistence agreements, and agreements with covenants not to sue), related to use of Intellectual Property by or of the Company and its Subsidiaries and material to the business of the Company and its Subsidiaries, other than nonexclusive licenses (i) to use commercially available off-the-shelf software and have a replacement cost and annual license fee of less than $1,000,000 per each such Contract; (ii) granted to end users and service providers in the ordinary course of business, including incidental trademark licenses ancillary to marketing, printing or advertising Contracts; or (iii) entered into in the ordinary course of business without material deviations from the Company’s standard form agreements (which such standard from agreements have been made available by or on behalf of the Company to Parent prior to the date hereof);

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(xi) Contracts containing covenants of the Company or any of the Company’s Subsidiaries (A) prohibiting or limiting the right of the Company or any of the Company’s Subsidiaries to engage in or compete with any Person in any line of business in any material respect or (B) prohibiting or restricting the Company’s and the Company’s Subsidiaries’ ability to conduct their business with any Person in any geographic area in any material respect;

(xii) Any Contract that (A) grants to any Person any preferred pricing, “most favored nation” or similar rights or (B) grant exclusivity to any Person in respect of any geographic location, any customer, or any product or service;

(xiii) Contracts granting to any Person (other than the Company or its Subsidiaries) a right of first refusal, first offer or similar right to purchase or acquire exclusive rights or ownership with respect to any service, product or Intellectual Property of the Company or any of its Subsidiaries or to purchase or acquire equity interests in the Company or any of the Company’s Subsidiaries; and

(xiv) Any outstanding written commitment to enter into any Contract of the type described in paragraphs (i) through (xiii) of this Section 4.12(a).

(b) All of the Contracts listed pursuant to Section 4.12(a) in the Company Disclosure Letter are (i) in full force and effect and (ii) represent the legal, valid and binding obligations of the Company or the Subsidiary of the Company party thereto and, to the knowledge of the Company, represent the legal, valid and binding obligations of the counterparties thereto. Except, in each case, where the occurrence of such breach or default or failure to perform would not be material to the Company and its Subsidiaries, taken as a whole, (x) neither the Company, the Company’s Subsidiaries, nor, to the knowledge of the Company, any other party thereto is in breach of or default under any such Contract, (y) neither the Company nor any of its Subsidiaries has received any written claim or notice of termination or breach of or default under any such Contract, and (z) to the knowledge of the Company, no event has occurred which individually or together with other events, would reasonably be expected to result in a breach of or a default under any such Contract by the Company or its Subsidiaries or, to the knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both).

4.13. Company Benefit Plans.

(a) Section 4.13(a) of the Company Disclosure Letter sets forth a complete list, as of the date hereof, of each material “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, (“ERISA”) and any other material plan, policy, program or agreement (including any employment, bonus, incentive or deferred compensation, equity or equity-based compensation, severance, retention, supplemental retirement, change in control or similar plan, policy, program or agreement) providing compensation or other benefits to any current or former director, officer, individual consultant, worker or employee, which are maintained, sponsored or contributed to by the Company or any of the Company’s Subsidiaries, or to which the Company or any of the Company’s Subsidiaries is a party or has or may have any liability, and in each case whether or not (i) subject to the Laws of the United States, (ii) in writing or (iii) funded, but excluding in each case any statutory plan, program or arrangement that is required under applicable law and maintained by any Governmental Authority (each, a “Company Benefit Plan”). The Company has delivered to Parent, to the extent applicable, true, complete and correct copies of (A) each Company Benefit Plan (or, if not written a written summary of its material terms), including all plan documents, trust agreements, insurance Contracts or other funding vehicles and all amendments thereto, (B) the most recent summary plan descriptions, including any summary of material modifications (C) the three (3) most recent annual reports (Form 5500 series) filed with the IRS with respect to such Company Benefit Plan, (D) the most recent actuarial report or other financial statement relating to such Company Benefit Plan, and (E) the most recent determination or opinion letter, if any, issued by the IRS with respect to any Company Benefit Plan and any pending request for such a determination letter.

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(b) Except as set forth on Section 4.13(b) of the Company Disclosure Letter, (i) each Company Benefit Plan has been operated and administered in material compliance with its terms and all applicable Laws, including ERISA and the Code; (ii) all contributions required to be made with respect to any Company Benefit Plan on or before the date hereof have been made and all obligations in respect of each Company Benefit Plan as of the date hereof have been accrued and reflected in the Company’s financial statements to the extent required by GAAP; (iii) each Company Benefit Plan which is intended to be qualified within the meaning of Section 401(a) of the Code has received a favorable determination or opinion letter from the IRS as to its qualification or may rely upon an opinion letter for a prototype plan and, to the knowledge of the Company, no fact or event has occurred that would reasonably be expected to adversely affect the qualified status of any such Company Benefit Plan; (iv) to the knowledge of the Company, there has not been any “prohibited transaction” (as such term is defined in Section 406 of ERISA or Section 4975 of the Code, other than a transaction that is exempt under a statutory or administrative exemption) with respect to any Company Benefit Plan; and (v) neither the Company nor, to the knowledge of the Company, any other “fiduciary” (as defined in Section 3(21) of ERISA) has any liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of any Company Benefit Plan.

(c) No Company Benefit Plan is a multiemployer pension plan (as defined in Section 3(37) of ERISA) (a “Multiemployer Plan”) or other pension plan that is subject to Title IV of ERISA (“Title IV Plan”) and neither the Company nor any of its ERISA Affiliates has sponsored or contributed to, been required to contribute to, or had any actual or contingent liability under, a Multiemployer Plan or Title IV Plan at any time within the previous six (6) years. Neither the Company nor any of its ERISA Affiliates has incurred any withdrawal liability under Section 4201 of ERISA that has not been fully satisfied.

(d) With respect to each Company Benefit Plan, no actions, suits or claims (other than routine claims for benefits in the ordinary course) are pending or, to the knowledge of the Company, threatened, and to the knowledge of the Company, no facts or circumstances exist that would reasonably be expected to give rise to any such actions, suits or claims.

(e) No Company Benefit Plan provides medical, surgical, hospitalization, death or similar benefits (whether or not insured) for employees or former employees of the Company or any Subsidiary for periods extending beyond their retirement or other termination of service, other than (i) coverage mandated by applicable Law, (ii) death benefits under any “pension plan,” or (iii) benefits the full cost of which is borne by the current or former employee (or his or her beneficiary). No condition exists that would prevent the Company or any Subsidiary of the Company from amending or terminating any Company Benefit Plan providing health or medical benefits in respect of any active employee of the Company or any Subsidiary of the Company (other than in accordance with the applicable Company Benefit Plan).

(f) Except as set forth on Section 4.13(f) of the Company Disclosure Letter, the consummation of the transactions contemplated hereby will not, either alone or in combination with another event (such as termination following the consummation of the transactions contemplated hereby), (i) entitle any current or former employee, officer or other service provider of the Company or any Subsidiary of the Company to any severance pay or any other compensation or benefits payable or to be provided by the Company or any Subsidiary of the Company, except as expressly provided in this Agreement, or (ii) accelerate the time of payment, funding or vesting, or increase the amount of compensation or benefits

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(including Options) due any such employee, officer or other individual service provider by the Company or a Subsidiary of the Company. The consummation of the transactions contemplated hereby will not, either alone or in combination with another event, result in any “excess parachute payment” under Section 280G of the Code to any current or former employee, officer or other individual service provider of the Company or a Subsidiary of the Company. No Company Benefit Plan provides for a Tax gross-up, make whole or similar payment with respect to the Taxes imposed under Sections 409A or 4999 of the Code.

(g) All Options have been granted in accordance with the terms of the Company Equity Incentive Plan. Each Option has been granted with an exercise price that is no less than the fair market value of the underlying Company Common Stock on the date of grant, as determined in accordance with Section 409A of the Code or Section 422 of the Code, if applicable. Each Option is intended to either qualify as an “incentive stock option” under Section 422 of the Code or to be exempt under Section 409A of the Code. The Company has made available to Parent, accurate and complete copies of (i) the Company Equity Incentive Plan, (ii) the forms of standard award agreement under the Company Equity Incentive Plan, (iii) copies of any award agreements that materially deviate from such forms and (iv) a list of all outstanding equity and equity based awards granted under any Company Equity Incentive Plan, together with the material terms thereof (including but not limited to grant date, exercise price, vesting terms, form of award, expiration date, and number of shares underlying such award). The treatment of Options under this Agreement does not violate the terms of the Company Incentive Plan or any Contract governing the terms of such awards.

(h) With respect to each Company Benefit Plan subject to the Laws of any jurisdiction outside the United States, (i) all employer contributions to each such Company Benefit Plan required by Law or by the terms of such Company Benefit Plan have been made, (ii) each such Company Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities and, to the knowledge of the Company, no event has occurred since the date of the most recent approval or application therefor relating to any such Company Benefit Plan that would reasonably be expected to adversely affect any such approval or good standing, and (iii) each such Company Benefit Plan required to be fully funded or fully insured, is fully funded or fully insured, including any back-service obligations, on an ongoing and termination or solvency basis (determined using reasonable actuarial assumptions) in compliance with applicable Laws. Each Company Benefit Plan subject to the Laws of any jurisdiction outside the United States which provides retirement benefits is a defined contribution plan.

4.14. Labor Relations; Employees.

(a) Except as set forth on Section 4.14(a) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement, or any similar agreement, no such agreement is being negotiated by the Company or any of the Company’s Subsidiaries, and no labor union, works council or any other employee representative body has, to the knowledge of the Company, requested or sought to represent any of the employees of the Company or its Subsidiaries. To the knowledge of the Company, there have been no labor organization activity involving any employees of the Company or any of its Subsidiaries. In the past three (3) years, there has been no actual or, to the knowledge of the Company, threatened strike, slowdown, work stoppage, lockout or other material labor dispute against or affecting the Company or any Subsidiary of the Company.

(b) Each of the Company and its Subsidiaries are, and have been for the past three (3) years, in material compliance with all applicable Laws respecting labor and employment concerning the Company’s and its Subsidiaries and Direct Consultants including, but not limited to, all Laws respecting terms and conditions of employment, health and safety, wages and hours, holiday pay and the calculation of holiday pay, working time, employee classification (with respect to both exempt vs. non-exempt status

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and employee vs. independent contractor and worker status), child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity and equal pay, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues and unemployment insurance.

(c) In the past three (3) years, the Company and its Subsidiaries have not received (i) notice of any unfair labor practice charge or complaint before the National Labor Relations Board or any other Governmental Authority against them, (ii) notice of any complaints, grievances or arbitrations arising out of any collective bargaining agreement, (iii) notice of any charge or complaint with respect to or relating to them before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices, (iv) notice of the intent of any Governmental Authority responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health Laws to conduct an investigation with respect to or relating to them or notice that such investigation is in progress, or (v) notice of any complaint, lawsuit or other proceeding before any Governmental Authority by or on behalf of any present or former employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied Contract of employment, any applicable Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship, and with respect to each of (i) through (v) herein, no such matters are pending or to the knowledge of the Company, threatened. Except as set forth on Section 4.14(a) of the Company Disclosure Letter, no Governmental Authority has determined that the Company or its Subsidiaries has misclassified any individual as a non-employee.

(d) To the knowledge of the Company, no employee of the Company or any Company’s Subsidiaries at the executive level intends to terminate his or her employment.

(e) To the knowledge of the Company, no present or former employee, worker or independent contractor of the Company or any of the Company’s Subsidiaries’ is in violation of (i) any restrictive covenant, nondisclosure obligation or fiduciary duty to the Company or any of the Company’s Subsidiaries or (ii) any restrictive covenant or nondisclosure obligation to a former employer or engager of any such individual relating to (A) the right of any such individual to work for or provide services to the Company or any of the Company’s Subsidiaries’ or (B) the knowledge or use of trade secrets or proprietary information.

(f) In the past three (3) years, neither the Company nor any of the Company’s Subsidiaries has entered into a settlement agreement with a current or former officer, employee or independent contractor of the Company or any of the Company’s Subsidiaries resolving specific allegations made by such individual relating to sexual harassment or sexual misconduct by either (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at or above the level of Vice President or Senior Director. To the knowledge of the Company, in the last three (3) years, no allegations of sexual harassment or sexual misconduct have been made against (i) an officer of the Company or any of the Company’s Subsidiaries or (ii) an employee of the Company or any of the Company’s Subsidiaries at or above the level of Vice President or Senior Director.

(g) In the past three (3) years, neither the Company nor any of the Company’s Subsidiaries has taken any action that would constitute a “plant closing” or “mass layoff” within the meaning of the Worker Adjustment Retraining Notification Act of 1988, as amended, or any similar state or local Law (“WARN”), issued any notification of a plant closing or mass layoff required by WARN, or incurred any liability or obligation under WARN that remains unsatisfied. No employee terminations in connection with or immediately prior to the Closing would trigger any notice or other obligations under WARN.

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(h) In the past three (3) years, the Company and each of the Company’s Subsidiaries has complied in all material respects with their respective obligations under applicable Law or any agreement with a labor union, works council or any other employee representative body to inform, consult with or obtain consent from any such entity. The consent or consultation of, or the rendering of formal advice by, any labor or trade union, works council or other employee representative body is not required by applicable Law or any agreement with any such entity for the Company to enter into this Agreement or to consummate any of the transactions contemplated hereby.

4.15. Taxes.

(a) All income and other material Tax Returns required to be filed by or with respect to the Company or any of its Subsidiaries have been timely filed (taking into account any applicable extensions), all such Tax Returns (taking into account all amendments thereto) are true, complete and accurate in all material respects and all material amounts of Taxes due and payable (whether or not shown on any Tax Return) have been paid, other than Taxes being contested in good faith and for which adequate reserves have been established in accordance with GAAP.

(b) The Company and each of its Subsidiaries have withheld from amounts owing to any employee, creditor or other Person all Taxes required by Law to be withheld, paid over to the proper Governmental Authority in a timely manner all such withheld amounts and otherwise complied in all material respects with all applicable withholding and related reporting and record-keeping requirements.

(c) Neither the Company nor any of its Subsidiaries has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency (except for automatic extensions of time to file income Tax Returns obtained in the ordinary course of business), which waiver or extension is currently in effect.

(d) There are no Liens for any material amount of Taxes (other than Permitted Liens) upon the property or assets of the Company or any of its Subsidiaries.

(e) No claim, assessment, deficiency or proposed adjustment for any material amount of Tax has been asserted or assessed by any Governmental Authority against the Company or any of its Subsidiaries that remains unpaid except for deficiencies being contested in good faith and for which adequate reserves have been established in accordance with GAAP.

(f) There are no Tax audits or other examinations of the Company or any of its Subsidiaries presently in progress, nor has the Company or any of its Subsidiaries been notified in writing of (nor to the knowledge of the Company has there been) any request or threat for such an audit or other examination, and there are no waivers, extensions or requests for any waivers or extensions of any statute of limitations currently in effect with respect to any amount of Taxes of the Company or any of its Subsidiaries.

(g) Neither the Company nor any of its Subsidiaries has made a request for an advance tax ruling, request for technical advice, a request for a change of any method of accounting or any similar request that is in progress or pending with any Governmental Authority with respect to any Taxes.

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(h) Neither the Company nor any of its Subsidiaries is a party to or bound by any Tax indemnification or Tax sharing agreement (other than any such agreement solely between the Company and its existing Subsidiaries and customary commercial Contracts not primarily related to Taxes).

(i) Neither the Company nor any of its Subsidiaries has been a party to any transaction treated by the parties as a distribution of stock qualifying for Tax-free treatment under Section 355 of the Code in the three (3) years prior to the date of this Agreement.

(j) Neither the Company nor any of its Subsidiaries (i) is liable for Taxes of any other Person (other than the Company and its Subsidiaries) under Treasury Regulation Section 1.1502-6 or any similar provision of state, local or foreign Tax Law or as a transferee or successor or by Contract (other than customary commercial Contracts not primarily related to Taxes) or (ii) has ever been a member of an affiliated, consolidated, combined or unitary group filing for U.S. federal, state or local income Tax purposes, other than a group the common parent of which was or is the Company or any of its Subsidiaries.

(k) No written claim has been made by any Governmental Authority where the Company or any of its Subsidiaries does not file Tax Returns that it is or may be subject to taxation in that jurisdiction and, to Company’s knowledge, there is no basis for any such claim to be made.

(l) Neither the Company nor any of its Subsidiaries has, or has ever had, a permanent establishment in any country other than the country of its organization, or is, or has ever been, subject to income Tax in a jurisdiction outside the country of its organization.

(m) Neither the Company nor any of its Subsidiaries has participated in a “reportable transaction” within the meaning of Section 6707A(c)(2) of the Code.

(n) Except as would not be material to the Company and its Subsidiaries taken as a whole, the Company and each of its Subsidiaries is registered for the purposes of sales Tax, use Tax, Transfer Taxes, value added Taxes or any similar Tax in all jurisdictions where it is required by Law to be so registered, and has complied in all material respects with all Laws relating to such Taxes.

(o) Neither the Company nor any of its Subsidiaries will be required to include any amount in taxable income, exclude any item of deduction or loss from taxable income, or make any adjustment under Section 481 of the Code (or any similar provision of state, local or foreign Law) for any taxable period (or portion thereof) beginning after the Closing Date as a result of (i) any installment sale, intercompany transaction described in the Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) or open transaction disposition made on or prior to the Closing Date, (ii) any prepaid amount received or deferred revenue recognized on or prior to the Closing Date, (iii) any change in method of accounting for a taxable period ending on or prior to the Closing Date, (iv) any “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or foreign Law), or (v) the application of Section 965(a) of the Code or an election pursuant to Section 965(h) of the Code (or any similar provision of state, local or foreign Law).

(p) The Company has not been, is not, and immediately prior to the Effective Time will not be, treated as an “investment company” within the meaning of Section 368(a)(2)(F) of the Code.

(q) The Company has not been a United States real property holding company within the meaning of Section 897(c)(2) of the Code during the period specified in Section 897(c)(1)(A)(ii) of the Code.

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(r) The Company has not taken any action, nor to the knowledge of the Company or any of its Subsidiaries are there any facts or circumstances, that could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code and the Treasury Regulations.

4.16. Brokers’ Fees. Except as set forth on Section 4.16 of the Company Disclosure Letter, no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated hereby based upon arrangements made by the Company, any of the Company’s Subsidiaries’ or any of their Affiliates for which Parent, the Company or any of the Company’s Subsidiaries has any obligation. For the avoidance of doubt, any fees or other commissions due to the Persons set forth on Section 4.16 of the Company Disclosure Letter shall be Company Transaction Expenses.

4.17. Insurance. True, correct and complete copies of all material policies or binders of property, fire and casualty, product liability, workers’ compensation, and other forms of insurance held by, or for the benefit of, the Company or any of the Company’s Subsidiaries in effect as of the date hereof have previously been made available to Parent. All such policies are in full force and effect, all premiums due have been paid, and no notice of cancellation or termination has been received by the Company or any of the Company’s Subsidiaries with respect to any such policy.

4.18. Permits.

(a) The Company and its Subsidiaries have obtained, and maintain, all material Permits required to permit the Company and its Subsidiaries to own, operate, use and maintain their assets in the manner in which they are now operated and maintained and to conduct the business of the Company and its Subsidiaries as currently conducted. Each Permit held by the Company or any of the Company’s Subsidiaries is valid, binding and in full force and effect in all material respects. Neither the Company nor any of its Subsidiaries (i) is in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a material default or violation) in any material respect of any term, condition or provision of any Permit to which it is a party, (ii) is or has been the subject of any pending or threatened Action by a Governmental Authority seeking the revocation, suspension, termination, modification, or impairment of any material Permit; or (iii) has received any written notice that any Governmental Authority that has issued any Permit intends to cancel, terminate, or not renew any such material Permit, except to the extent such Permit may be amended, replaced, or reissued as a result of and as necessary to reflect the transactions contemplated hereby.

4.19. Equipment and Other Tangible Property. The Company or one of its Subsidiaries owns and has good title to, and has the legal and beneficial ownership of or a valid leasehold interest in or right to use by license or otherwise, all material machinery, equipment and other tangible property reflected on the books of the Company and its Subsidiaries as owned by the Company or one of its Subsidiaries, free and clear of all Liens other than Permitted Liens. All material personal property and leased personal property assets of the Company and its Subsidiaries are structurally sound and in good operating condition and repair (ordinary wear and tear excepted) and are suitable for their present use.

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4.20. Real Property.

(a) Section 4.20 of the Company Disclosure Letter sets forth a true, correct and complete list as of the date of this Agreement of all Leased Real Property and all Real Property Leases (as hereinafter defined) pertaining to such Leased Real Property. With respect to each parcel of Leased Real Property:

(i) The Company or one of its Subsidiaries holds a good and valid leasehold estate in, and enjoys peaceful and undisturbed possession of, such Leased Real Property, free and clear of all Liens, except for Permitted Liens.

(ii) The Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased Real Property under such Real Property Leases has not been materially disturbed.

(iii) The Company and its Subsidiaries have delivered to Parent true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right to, the Leased Real Property by or to the Company and its Subsidiaries, including all amendments, terminations and modifications thereof (collectively, the “Real Property Leases”), and none of such Real Property Leases have been modified in any respect following the date of this Agreement, except in accordance with this Agreement and to the extent that such modifications have been disclosed by the copies delivered to Parent.

(iv) The Company and its Subsidiaries are in material compliance with all Liens, encumbrances, easements, restrictions, and other matters of record affecting the Leased Real Property, and neither the Company nor any of the Company’s Subsidiaries has received any notice alleging any default or breach under any of such Liens, encumbrances, easements, restrictions, or other matters and, to the knowledge of the Company, no default or breach, nor any event that with notice or the passage of time would result in a default or breach, by any other contracting parties has occurred thereunder. To the knowledge of the Company, there are no material disputes with respect to such Real Property Leases.

(v) As of the date of this Agreement, no party, other than the Company or its Subsidiaries, has any right to use or occupy the Leased Real Property or any portion thereof.

(vi) Neither the Company nor any of its Subsidiaries have received written notice of any current condemnation proceeding or proposed similar Action or agreement for taking in lieu of condemnation with respect to any portion of the Leased Real Property.

(b) None of the Company or any of its Subsidiaries owns any land or other real property (“Owned Land”).

4.21. Intellectual Property.

(a) Section 4.21(a) of the Company Disclosure Letter lists each item of Intellectual Property that is registered or applied-for with a Governmental Authority or a domain name registry and is owned or purported to be owned by the Company or any of the Company’s Subsidiaries, whether applied for or registered in the United States or internationally as of the date of this Agreement (“Company Registered Intellectual Property”). The Company or one of the Company’s Subsidiaries is the sole and exclusive beneficial and record owner of all of the items of Company Registered Intellectual Property and all material unregistered Intellectual Property owned or purported to be owned by the Company and such Company Subsidiary (together with the Company Registered Intellectual Property, the “Company Intellectual Property”), and all such Company Intellectual Property is subsisting and, excluding any pending applications included in the Company Registered Intellectual Property, is valid and enforceable.

(b) Except as would not be expected to be material to the Company and its Subsidiaries, the Company and its Subsidiaries, taken as a whole, own, free and clear of all Liens (other than Permitted Liens), or have a valid right to use, all Intellectual Property reasonably necessary for the conduct of the business of the Company and its Subsidiaries in as currently conducted.

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(c) The Company and its Subsidiaries have not within the three (3) years preceding the date of this Agreement infringed upon, misappropriated or otherwise violated and are not infringing upon, misappropriating or otherwise violating any Intellectual Property of any Person (with respect to patent rights of any Person only, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect), and there is no Action pending to which the Company or any of the Company’s Subsidiaries is a named party, or to the knowledge of the Company, that is threatened, alleging the Company’s or its Subsidiaries’ infringement, misappropriation or other violation of any Intellectual Property of any Person, or challenging the ownership, validity, enforceability or use of any Company Intellectual Property.

(d) Except as set forth on Section 4.21(d) of the Company Disclosure Letter, to the knowledge of the Company as of the date of this Agreement (i) no Person is infringing upon, misappropriating or otherwise violating any Company Intellectual Property, and (ii) the Company and its Subsidiaries have not sent to any Person within the three (3) years preceding the date of this Agreement any written notice, charge, complaint, claim or other written assertion against any Person claiming infringement or violation by or misappropriation of any Company Intellectual Property.

(e) The Company and its Subsidiaries take, and throughout the three (3) years preceding the date of this Agreement have taken, commercially reasonable measures to protect the confidentiality of trade secrets included in the Company Intellectual Property, and there has not been any unauthorized disclosure of or unauthorized access to same in any manner that, to the knowledge of the Company, has resulted or may result in the misappropriation of, or loss of any material trade secret or other rights in and to such information.

(f) To the knowledge of the Company, no IT System contains any undisclosed or hidden device or feature designed to disrupt, disable, or otherwise impair the functioning of any software or any “back door,” “time bomb”, “Trojan horse,” “worm,” “drop dead device,” or other malicious code or routines that are designed to permit unauthorized access or the unauthorized disablement or erasure of such or IT System or information or data (or any parts thereof) of the Company or its Subsidiaries or customers or partners of the Company and its Subsidiaries.

(g) The Company’s and its Subsidiaries’ use, distribution and conveyance of (i) software included in the Company Intellectual Property, and (ii) Open Source Materials, is in material compliance with all Open Source Licenses applicable thereto. None of the Company Intellectual Property that is distributed, conveyed or otherwise made available to third parties (“Commercially Released Company Intellectual Property”) has incorporated, called, been linked to or combined or distributed with or derived from, or has embedded in it any Open Source Materials in any manner that, based on the way in which the Commercially Released Company Intellectual Property is distributed, conveyed or made available, requires or purports to require any Company Intellectual Property (i) in the case of software, be made available or distributed in a form other than binary (e.g., source code form), (ii) be licensed for the purpose of preparing derivative works, (iii) be licensed under terms that allow the Company’s or any Subsidiary of the Company’s products, services or portions thereof or interfaces therefor to be reverse engineered, reverse assembled or disassembled (other than by operation of Law) or (iv) be licensed redistributable at no license fee. No Person has the current or contingent right to access or possess any source code included in the Company Intellectual Property, and none of the Company nor any of its Subsidiaries has disclosed, made available or provided to any Person, or allowed any Person to access or use, any such source code, in each case, other than employees, contractors and consultants of the Company and its Subsidiaries that have confidentiality with respect to same.

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4.22. Privacy and Cybersecurity.

(a) The Company and its Subsidiaries are, and during the three (3) years preceding the date of this Agreement have been, in compliance with all of the following concerning privacy, data protection or cybersecurity with respect to the collection, processing, storage, use, disclosure, retention, disposal, transfer, or protection (collectively, “Processing”) of Personal Information: (i) applicable Laws, and the applicable requirements of applicable industry and self-regulatory organizations with which the Company or any of its Subsidiaries is obligated by contract or otherwise required to comply, (ii) the Company’s and its Subsidiaries’ policies (the “Privacy Policies”), and (iii) the Company’s and its Subsidiaries’ contractual obligations, (collectively, (i)-(iii), “Personal Information Laws and Policies”), except in each case of (i)-(iii), as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. There are no Actions pending to which the Company or any of the Company’s Subsidiaries is a named party or, to the knowledge of the Company, threatened in writing against the Company or its Subsidiaries, in each case, alleging a violation of any Personal Information Laws and Policies by the Company or any of the Company’s Subsidiaries, and during the three (3) years preceding the date of this Agreement, there have been no such Actions brought against the Company or any of the Company’s Subsidiaries. Neither the Company nor any of the Company’s Subsidiaries has as of the date of this Agreement received any written notice from (i) any Governmental Authority or (ii) except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, any other Person, in each case, relating to an alleged violation of Personal Information Laws and Policies by the Company or any of the Company’s Subsidiaries.

(b) Except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, the IT Systems are in good repair and operating condition and are sufficient (including with respect to working condition, performance and capacity) for the purposes of the business of the Company and its Subsidiaries as currently conducted. During the three (3) years preceding the date of this Agreement, (i) there have been no breaches, cyberattacks or security incidents, unauthorized uses, breakdowns, malfunctions, persistent substandard performance, or failures of, or unauthorized access to, the IT Systems (or any Personal Information or confidential data stored thereon or Processed thereby), that has caused any material disruption to, or interruption in, such IT Systems or the conduct of the business of the Company and its Subsidiaries, other than those that were resolved without, or otherwise did not involve, (i) cost or liability material to the Company and its Subsidiaries, taken as a whole or (ii) notification to any affected Person or Governmental Authority. The Company and its Subsidiaries take, and during the three (3) preceding the date of this Agreement have taken, commercially reasonable measures designed to protect confidential, sensitive or Personal Information Processed by the Company or any of its Subsidiaries against unauthorized access, use, modification, loss, disclosure or other misuse, including through reasonable administrative, technical and physical safeguards and the timely remediation of material security audit findings known to the Company relating to IT Systems in their possession or otherwise in their control. Except as would not be material to the Company and its Subsidiaries, taken as a whole, neither the Company nor any Subsidiary of the Company has during the three (3) years preceding the date of this Agreement (i) experienced any incident in which such information was stolen, lost or improperly accessed nor (ii) to the Company’s knowledge, received any written notice or complaint or Action, or any Action threatened in writing, from any Person (including any Governmental Authority) with respect to any such incident.

4.23. Environmental Matters.

(a) The Company and its Subsidiaries are and, except for matters which have been fully resolved, have been in material compliance with all Environmental Laws.

(b) There has been no material release of any Hazardous Materials by the Company or its Subsidiaries (i) at, in, on or under any Leased Real Property or in connection with the Company’s and its Subsidiaries’ operations off-site of the Leased Real Property or (ii) to the knowledge of the Company, at, in, on or under any formerly owned or Leased Real Property during the time that the Company owned or leased such property or at any other location where Hazardous Materials generated by the Company or any of the Company’s Subsidiaries have been transported to, sent, placed or disposed of.

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(c) Neither the Company nor its Subsidiaries are subject to any current Governmental Order relating to any material non-compliance with Environmental Laws by the Company or its Subsidiaries or the investigation, sampling, monitoring, treatment, remediation, removal or cleanup of Hazardous Materials.

(d) No material Legal Proceeding is pending or, to the knowledge of the Company, threatened with respect to the Company’s and its Subsidiaries’ compliance with or liability under Environmental Laws, and, to the knowledge of the Company, there are no facts or circumstances which could reasonably be expected to form the basis of such Legal Proceeding.

(e) The Company has made available to Parent all material environmental reports, assessments, audits and inspections and any material communications or notices from or to any Governmental Authority concerning any material non-compliance of the Company or any of the Company’s Subsidiaries with, or liability of the Company or any of the Company’s Subsidiaries under, Environmental Law.

4.24. Absence of Changes. Since the date of the most recent balance sheet included in the Financial Statements, (a) except for the transactions contemplated hereby or as set forth on Section 4.24 of the Company Disclosure Letter, the business of the Company and the Company’s Subsidiaries has been conducted in all material respects, in the ordinary course of business and (b) no action has been taken with respect to the Company or its Subsidiaries or their respective businesses which, if taken after the date of this Agreement and prior to the Closing, would constitute a violation of Section 6.1 (other than Sections 6.1(e) and 6.1(h)). From the date of the most recent balance sheet included in the Financial Statements to the date of this Agreement, there has not been any Company Material Adverse Effect.

4.25. Information Supplied. None of the information supplied or to be supplied by the Company or any of the Company’s Subsidiaries specifically for inclusion in the Registration Statement will, at the date on which the Proxy Statement/ Registration Statement is first mailed to the Parent Stockholders or at the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

4.26. Top Vendors.

(a) Section 4.26(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, the top ten (10) vendors, in each case, based on the aggregate Dollar value of the Company’s and its Subsidiaries’ transaction volume with such counterparty during the trailing twelve months for the period ending December 31, 2020 (the “Top Vendors”).

(b) Except as set forth on Section 4.26(b) of the Company Disclosure Letter, none of the Top Vendors has, as of the date of this Agreement, informed in writing the Company or any of the Company’s Subsidiaries that it will, or, to the knowledge of the Company, threatened to, terminate, cancel, or materially limit or materially and adversely modify any of its existing business with the Company or any of the Company’s Subsidiaries (other than due to the expiration of an existing contractual arrangement), and to the knowledge of the Company, none of the Top Vendors is, as of the date of this Agreement, otherwise involved in or threatening in writing a material dispute against the Company or its Subsidiaries or their respective businesses.

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4.27. Government Contracts. The Company is not party to: (i) any Contract, including an individual task order, delivery order, purchase order, basic ordering agreement, letter Contract or blanket purchase agreement between the Company or any of its Subsidiaries, on one hand, and any Governmental Authority, on the other hand, or (ii) any subcontract or other Contract by which the Company or one of its Subsidiaries has agreed to provide goods or services through a prime contractor directly to a Governmental Authority that is expressly identified in such subcontract or other Contract as the ultimate consumer of such goods or services. Neither the Company nor any of its Subsidiaries have provided any offer, bid, quotation or proposal to sell products made or services provided by the Company or any of its Subsidiaries that, if accepted or awarded, would lead to any Contract or subcontract of the type described by the foregoing sentence.

4.28. Financial Assistance; PPP Loans.

(a) None of the Company nor any of its Subsidiaries has applied for a loan, loan guarantee, direct loan (as that term is defined in the CARES Act) or other investment, or to receive any financial assistance or relief (howsoever defined) under any program or facility (collectively “Financial Assistance”) (i) that is established under Law, including the CARES Act, section 13(3) of the Federal Reserve Act or the CAA; and (ii) (a) that requires under Law (or any regulation, guidance, interpretation or other pronouncement of a Governmental Authority with jurisdiction for such program or facility) as a condition of such Financial Assistance, that the Company or any of its Subsidiaries agree, attest, certify or warrant that it has not, as of the date specified in such condition, repurchased, or will not repurchase during a specified period, any equity security of the Company or of any Affiliate of the Company, or that it has not, as of the date specified in such condition, made a dividend or other capital distribution or will not make a dividend or other capital distribution during a specified period, or (b) where the terms of this Agreement would cause the Company or any of its Subsidiaries under any circumstances to fail to satisfy any condition for application for or receipt or retention of such Financial Assistance.

(b) Section 4.28(b) of the Company Disclosure Letter sets forth each PPP Loan obtained by the Company. At the time of application, and at the time each such PPP Loan was funded, the Company satisfied and continued to satisfy through the date such PPP Loan was forgiven or repaid in full all of the applicable criteria for such PPP Loan set forth in the Small Business Act (15 U.S.C. § 636(a)), the CARES Act, and the CAA, as applicable (based on applicable Law, including any official public guidance of the relevant Governmental Authority on the CARES Act and the CAA, existing as of the date of submission of the Company’s application for the PPP Loan).

4.29. No Additional Representation or Warranties. Notwithstanding any provision of this Agreement to the contrary, except as provided in this Article IV, neither the Company nor any of its Affiliates, nor any of their respective directors, managers, officers, employees, equityholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to Parent or Merger Sub or their Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to Parent or Merger Sub or their Affiliates.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

Except as set forth in (i) in the case of Parent, any Parent SEC Filings filed or submitted on or prior to the date hereof (excluding any disclosures in any risk factors section that do not constitute statements of fact, disclosures in any forward-looking statements disclaimer and other disclosures that are generally cautionary, predictive or forward-looking in nature) (it being acknowledged that nothing disclosed in such Parent SEC Filings will be deemed to modify or qualify the representations and warranties set forth in Section 5.8, Section 5.12 and Section 5.15), or (b) in the case of Parent and Merger Sub, in the

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disclosure letter delivered by Parent and Merger Sub to the Company (the “Parent Disclosure Letter”) on the date of this Agreement (each section of which, subject to Section 9.9, qualifies the correspondingly numbered and lettered representations in this Article V), Parent and Merger Sub represent and warrant to the Company as follows:

5.1. Company Organization. Each of Parent and Merger Sub has been duly incorporated and is validly existing as a corporation in good standing under the Laws of the State of Delaware. The copies of Parent’s Governing Documents and the Governing Documents of Merger Sub, in each case, as amended to the date of this Agreement, previously delivered by Parent to the Company, are true, correct and complete. Each of Parent and Merger Sub has the requisite corporate power and authority to own, lease or operate all of its properties and assets and to conduct its business as it is now being conducted, except where the failure to have such power and authority would not, individually or in the aggregate, be material to Parent and Merger Sub. Neither Parent nor Merger Sub is in breach or violation of any of the provisions contained in its respective Governing Documents in any material respect. Merger Sub has no assets or operations other than those required to effect the transactions contemplated hereby. All of the equity interests of Merger Sub are held directly by Parent. Each of Parent and Merger Sub is duly licensed or qualified and in good standing as a foreign corporation or company in all jurisdictions in which its ownership of property or the character of its activities is such as to require it to be so licensed or qualified, except where failure to be so licensed or qualified would not reasonably be expected to be, individually or in the aggregate, material to Parent.

5.2. Due Authorization.

(a) Each of Parent and Merger Sub has all requisite corporate power and authority to (i) execute and deliver this Agreement and the documents contemplated hereby, and (ii) consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement and the documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been (A) duly and validly authorized and approved by the Board of Directors of Parent and by Parent as the sole stockholder of Merger Sub and (B) determined by the Board of Directors of Parent as advisable to Parent and the Parent Stockholders and recommended for approval by the Parent Stockholders. No other corporate proceeding on the part of Parent or Merger Sub is necessary to authorize this Agreement and the documents contemplated hereby (other than the Parent Stockholder Approval). This Agreement has been, and at or prior to the Closing, the other documents contemplated hereby will be, duly and validly executed and delivered by each of Parent and Merger Sub, and this Agreement constitutes, assuming the due authorization, execution and delivery by the other parties hereto, and at or prior to the Closing, the other documents contemplated hereby will constitute, assuming the due authorization, execution and delivery by the other parties thereto, a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the Enforceability Exceptions.

(b) On or prior to the date of this Agreement, the Board of Directors of Parent has duly adopted resolutions unanimously (i) determining that this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby (including the Merger) are advisable and fair to, and in the best interests of, Parent and the Parent Stockholders and (ii) authorizing and approving the execution, delivery and performance by Parent of this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby (including the Merger).

(c) On or prior to the date of this Agreement, the Board of Directors of Merger Sub has duly adopted resolutions unanimously (i) determining that this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby (including the Merger) are advisable and fair to, and in the best interests of, Merger Sub and Merger Sub’s stockholders and (ii) authorizing and approving the execution, delivery and performance by Merger Sub of this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby (including the Merger).

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5.3. No Conflict. Subject to the Parent Stockholder Approval and receipt of the Governmental Approvals set forth in Section 5.7, the execution and delivery of this Agreement by Parent and Merger Sub and the other documents contemplated hereby by Parent and Merger Sub and the consummation of the transactions contemplated hereby and thereby do not and will not (a) violate or conflict with any provision of, or result in the breach of or default under the Governing Documents of Parent or Merger Sub, (b) violate or conflict with any provision of, or result in the breach of, or default under any applicable Law or Governmental Order applicable to Parent or Merger Sub, (c) violate or conflict with any provision of, or result in the breach of, result in the loss of any right or benefit, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under any Contract to which Parent or Merger Sub is a party or by which Parent or Merger Sub may be bound, or terminate or result in the termination of any such Contract or (d) result in the creation of any Lien upon any of the properties or assets of Parent or Merger Sub, except, in the case of clauses (b) through (d), to the extent that the occurrence of the foregoing would not (i) have, or would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Parent or Merger Sub to enter into and perform their obligations under this Agreement or (ii) be material to Parent.

5.4. Litigation and Proceedings. There are no pending or, to the knowledge of Parent, threatened, Legal Proceedings against Parent or Merger Sub, their respective properties or assets, or, to the knowledge of Parent, any of their respective directors, managers, officers or employees (in their capacity as such). There is no outstanding Governmental Order imposed upon Parent or Merger Sub, nor are any assets of Parent’s or Merger Sub’s respective businesses bound or subject to any Governmental Order the violation of which would, individually or in the aggregate, reasonably be expected to be material to Parent. Except as would not reasonably be expected to be material to Parent and Merger Sub, taken as a whole, each of Parent and Merger Sub is in compliance with all applicable Laws. None of Parent, Merger Sub or any of the officers, directors or employees thereof acting in such capacity, has received any written notice of, or been charged with, the violation of any Laws by an Governmental Authority.

5.5. SEC Filings. Parent has timely filed or furnished all statements, prospectuses, registration statements, forms, reports and documents required to be filed by it with the SEC since December 11, 2020, pursuant to the Exchange Act or the Securities Act (collectively, as they have been amended since the time of their filing through the date hereof, the “Parent SEC Filings”). Parent has furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Parent with the SEC to all agreements, documents, and other instruments that previously had been filed by Parent with the SEC and are currently in effect. Each of the Parent SEC Filings, as of the respective date of its filing, and as of the date of any amendment, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and any rules and regulations promulgated thereunder applicable to the Parent SEC Filings. As of the respective date of its filing (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), the Parent SEC Filings did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Parent SEC Filings. To the knowledge of Parent, none of the Parent SEC Filings filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof.

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5.6. Internal Controls; Listing; Financial Statements.

(a) (i) Except as not required in reliance on exemptions from various reporting requirements by virtue of Parent’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to Parent, including its consolidated Subsidiaries, if any, is made known to Parent’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared. Such disclosure controls and procedures are effective in timely alerting Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic reports required under the Exchange Act. Since December 11, 2020, Parent has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent Financial Statements for external purposes in conformity with GAAP.

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

(b) Each director and executive officer of Parent has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. Parent has not taken any action prohibited by Section 402 of the Sarbanes-Oxley Act.

(c) Since December 11, 2020, Parent has complied in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq Capital Markets (“Nasdaq”). The issued and outstanding Parent Class A Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is listed for trading on Nasdaq. There is no Legal Proceeding pending or, to the knowledge of Parent, threatened against Parent by Nasdaq or the SEC with respect to any intention by such entity to deregister the Parent Class A Common Stock or prohibit or terminate the listing of Parent Class A Common Stock on Nasdaq.

(d) The Parent SEC Filings contain true and complete copies of the audited balance sheet as of September 28, 2020, and statement of operations, cash flow and shareholders’ equity of Parent for the period from September 18, 2020 (inception) through September 28, 2020, together with the auditor’s reports thereon (the “Parent Financial Statements”). Except as disclosed in the Parent SEC Filings, the Parent Financial Statements (i) fairly present in all material respects the financial position of Parent, as at the respective dates thereof, and the results of operations and consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof. The books and records of Parent have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements.

(e) There are no outstanding loans or other extensions of credit made by Parent to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent. Parent has not taken any action prohibited by Section 402 of the Sarbanes-Oxley Act.

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5.7. Governmental Authorities; Approvals. Assuming the truth and completeness of the representations and warranties of the Company contained in this Agreement, no Governmental Approval is required on the part of Parent or Merger Sub with respect to Parent’s or Merger Sub’s execution or delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) applicable requirements, if any, of the Exchange Act, state securities or “Blue Sky” Laws; (ii) applicable requirements of the HSR Act; (iii) as otherwise disclosed on Section 5.7 of the Parent Disclosure Letter or Section 4.5 of the Company Disclosure Letter; and (iv) the filing of the Merger Certificate in accordance with the DGCL.

5.8. Trust Account. As of the date of this Agreement, Parent has at least $275,000,000.00 in the Trust Account (including, if applicable, an aggregate of approximately $9,625,000.00 of deferred underwriting commissions and other fees being held in the Trust Account), such monies invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity date of one hundred eighty five (185) days or less or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act pursuant to that certain Investment Management Trust Agreement, dated as of December 11, 2020 (the “Trust Agreement”), between Parent and American Stock Transfer & Trust Company, as trustee (the “Trustee”). The Trust Agreement is in full force and effect and enforceable in accordance with its terms, and the Trust Agreement has not been amended or modified. There are no separate Contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the Parent SEC Filings to be inaccurate or that would entitle any Person (other than stockholders of Parent holding shares of Parent Common Stock sold in Parent’s initial public offering who shall have elected to redeem their shares of Parent Common Stock pursuant to Parent’s Governing Documents and the Trust Agreement and the underwriters of Parent’s initial public offering with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released other than in accordance with the Trust Agreement. Since December 11, 2020, Parent has not released any money from the Trust Account (other than interest earned on the principal held in the Trust Account in accordance with the Trust Agreement). There are no Actions pending or, to the knowledge of Parent, threatened with respect to the Trust Account. Parent has performed all material obligations required to be performed by it to date under, and is not in default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the Effective Time, the obligations of Parent to dissolve or liquidate pursuant to Parent’s Governing Documents shall terminate, and as of the Effective Time, Parent shall have no obligation whatsoever pursuant to Parent’s Governing Documents to dissolve and liquidate the assets of Parent by reason of the consummation of the transactions contemplated hereby. To Parent’s knowledge, as of the date hereof, following the Effective Time, no Parent Stockholder shall be entitled to receive any amount from the Trust Account except to the extent such Parent Stockholder is exercising an Parent Stockholder Redemption. As of the date hereof, assuming the accuracy of the representations and warranties of the Company contained herein and the compliance by the Company with its obligations hereunder, neither Parent or Merger Sub have any reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to Parent and Merger Sub on the Closing Date.

5.9. Investment Company Act; JOBS Act. Parent is not an “investment company” or a Person directly or indirectly “controlled” by or acting on behalf of an “investment company”, in each case within the meaning of the Investment Company Act. Parent constitutes an “emerging growth company” within the meaning of the JOBS Act.

5.10. Absence of Changes. Since December 11, 2020, (a) there has not been any event or occurrence that has had, or would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Parent or Merger Sub to enter into and perform their obligations under this Agreement and (b) except (i) as set forth in Section 5.10 of the Parent Disclosure Letter and (ii) for the transactions contemplated hereby, the business of Parent and Merger Sub has been conducted in all material respects, in the ordinary course of business.

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5.11. No Undisclosed Liabilities. Except for any Parent Transaction Expenses, there is no liability, debt or obligation of or claim or judgment against Parent or Merger Sub (whether direct or indirect, absolute or contingent, accrued or unaccrued, known or unknown, liquidated or unliquidated, or due or to become due) required by GAAP to be included on a consolidated balance sheet of Parent and Merger Sub, except for liabilities and obligations (i) reflected or reserved for on the financial statements or disclosed in the notes thereto included in Parent SEC Filings, (ii) that have arisen since the date of the most recent balance sheet included in the Parent SEC Filings in the ordinary course of business of Parent and Merger Sub, (iii) arising under Contracts of Parent existing as of the date hereof, or (iv) which would not be, or would not reasonably be expected to be, material to Parent.

5.12. Capitalization of Parent.

(a) As of the date of this Agreement, the authorized capital stock of Parent consists of (i) 200,000,000 shares of Parent Class A Common Stock, of which 27,500,000 shares are issued and outstanding as of the date of this Agreement, and (ii) 20,000,000 shares of Parent Class B Common Stock, of which 6,875,000 shares are issued and outstanding as of the date of this Agreement and (iii) 1,000,000 shares of preferred stock, par value $0.0001 per share, of which no shares are issued and outstanding as of the date of this Agreement ((i), (ii) and (iii) collectively, the “Parent Securities”). The foregoing represents all of the issued and outstanding Parent Securities as of the date of this Agreement. All issued and outstanding Parent Securities (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have not been offered, sold or issued in violation of applicable Law, including federal and state securities Laws, and all requirements set forth in (1) Parent’s Governing Documents, and (2) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in breach or violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, Parent’s Governing Documents or any Contract to which Parent is a party.

(b) Subject to the terms of conditions of the Warrant Agreement, the Parent Warrants will be exercisable (after giving effect to the Merger) for one share of Parent Common Stock at an exercise price of eleven Dollars and fifty cents ($11.50) per share. As of the date of this Agreement, 5,500,000 Parent Common Warrants and 5,166,667 Parent Private Placement Warrants are issued and outstanding. The Parent Warrants are not exercisable until the later of (x) December 11, 2021 and (y) thirty (30) days after the Closing. All outstanding Parent Warrants (i) have been duly authorized and validly issued and constitute valid and binding obligations of Parent, enforceable against Parent in accordance with their terms, subject to the Enforceability Exceptions; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) Parent’s Governing Documents and (2) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, Parent’s Governing Documents or any Contract to which Parent is a party or otherwise bound. Except for the Subscription Agreements, the Sponsor Backstop Subscription Agreement, Parent’s Governing Documents and this Agreement, there are no outstanding Contracts of Parent to repurchase, redeem or otherwise acquire any Parent Securities. Except as disclosed in the Parent SEC Filings and except for the Subscription Agreements and the Investor Rights Agreement, Parent is not a party to any shareholders agreement, voting agreement or registration rights agreement relating to Parent Common Stock or any other equity interests of Parent.

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(c) Except as contemplated by this Agreement or other the other documents contemplated hereby (including the Sponsor Backstop Subscription Agreement), and other than in connection with the PIPE Investment, Parent has not granted any outstanding options, stock appreciation rights, warrants, rights or other securities convertible into or exchangeable or exercisable for Parent Securities, or any other commitments or agreements providing for the issuance of additional shares, the sale of treasury shares, for the repurchase or redemption of any Parent Securities or the value of which is determined by reference to the Parent Securities, and there are no Contracts of any kind which may obligate Parent to issue, purchase, redeem or otherwise acquire any of its Parent Securities.

(d) The shares of Parent Class A Common Stock constituting the Closing Number of Securities and the Earn Out Shares, when issued in accordance with the terms hereof, shall be duly authorized and validly issued, fully paid and non-assessable and issued in compliance with all applicable state and federal securities Laws and not subject to, and not issued in violation of, any Lien, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of applicable Law, Parent’s Governing Documents, or any Contract to which Parent is a party or otherwise bound.

(e) On or prior to the date of this Agreement, (i) Parent has entered into Subscription Agreements, in substantially the form attached to Section 5.12(e)(i) of the Parent Disclosure Letter, with PIPE Investors pursuant to which, and on the terms and subject to the conditions of which, such PIPE Investors have agreed, in connection with the transactions contemplated hereby, to purchase from Parent, shares of Parent Common Stock for a PIPE Investment Amount of at least $50,000,000.00 (such amount, the “Minimum PIPE Investment Amount”) and (ii) Parent has entered into the Sponsor Backstop Subscription Agreement, in substantially the form attached to Section 5.12(e)(ii) of the Parent Disclosure Letter, with True Wind Capital II, L.P. and True Wind Capital II-A, L.P. pursuant to which, and on the terms and subject to the conditions of which, True Wind Capital II, L.P. and True Wind Capital II-A, L.P. have agreed, in connection with the transactions contemplated hereby, to purchase certain shares of Parent Common Stock subject to the terms and conditions set forth therein. Such Subscription Agreements are in full force and effect with respect to, and binding on, Parent and, to the knowledge of Parent, on each applicable PIPE Investor party and Sponsor party thereto, in accordance with their terms.

(f) Parent has no Subsidiaries apart from Merger Sub, and does not own, directly or indirectly, any equity interests or other interests or investments (whether equity or debt) in any Person, whether incorporated or unincorporated. Parent is not party to any Contract that obligates Parent to invest money in, loan money to or make any capital contribution to any other Person.

5.13. Brokers’ Fees. Except as set forth on Section 5.13 of the Parent Disclosure Letter, no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated hereby based upon arrangements made by Parent or any of its Affiliates. For the avoidance of doubt, any fees or other commissions due to the Persons set forth on Section 5.13 of the Parent Disclosure Letter shall be Parent Transaction Expenses.

5.14. Indebtedness. Neither Parent nor Merger Sub has any Indebtedness.

5.15. Taxes.

(a) All income and other material Tax Returns required to be filed by or with respect to Parent or Merger Sub have been timely filed (taking into account any applicable extensions), all such Tax Returns (taking into account all amendments thereto) are true, complete and accurate in all material respects and all material amounts of Taxes due and payable (whether or not shown on any Tax Return) have been paid, other than Taxes being contested in good faith and for which adequate reserves have been established in accordance with GAAP.

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(b) Parent and Merger Sub have withheld from amounts owing to any employee, creditor or other Person all Taxes required by Law to be withheld, paid over to the proper Governmental Authority in a timely manner all such withheld amounts and otherwise complied in all material respects with all applicable withholding and related reporting and record-keeping requirements.

(c) Neither Parent nor Merger Sub has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency (except for automatic extensions of time to file income Tax Returns obtained in the ordinary course of business), which waiver or extension is currently in effect.

(d) There are no Liens for any material amount of Taxes (other than Permitted Liens) upon the property or assets of Parent or Merger Sub.

(e) No claim, assessment, deficiency or proposed adjustment for any material amount of Tax has been asserted or assessed by any Governmental Authority against Parent or Merger Sub that remains unpaid except for deficiencies being contested in good faith and for which adequate reserves have been established in accordance with GAAP.

(f) There are no Tax audits or other examinations of Parent or Merger Sub presently in progress, nor has Parent or Merger Sub been notified in writing of (nor to the knowledge of the Parent has there been) any request or threat for such an audit or other examination, and there are no waivers, extensions or requests for any waivers or extensions of any statute of limitations currently in effect with respect to any amount of Taxes of Parent or Merger Sub.

(g) Neither Parent nor Merger Sub has made a request for an advance tax ruling, request for technical advice, a request for a change of any method of accounting or any similar request that is in progress or pending with any Governmental Authority with respect to any Taxes.

(h) Neither Parent nor Merger Sub is a party to or bound by any Tax indemnification or Tax sharing agreement (other than any such agreement solely between Parent and its existing Subsidiaries and customary commercial Contracts not primarily related to Taxes).

(i) Neither Parent nor Merger Sub has been a party to any transaction treated by the parties as a distribution of stock qualifying for Tax-free treatment under Section 355 of the Code in the two (2) years prior to the date of this Agreement.

(j) Neither Parent nor Merger Sub (i) is liable for Taxes of any other Person (other than Parent and Merger Sub) under Treasury Regulation Section 1.1502-6 or any similar provision of state, local or foreign Tax Law or as a transferee or successor or by Contract (other than customary commercial Contracts not primarily related to Taxes) or (ii) has ever been a member of an affiliated, consolidated, combined or unitary group filing for U.S. federal, state or local income Tax purposes, other than a group the common parent of which was or is Parent or Merger Sub.

(k) No written claim has been made by any Governmental Authority where Parent or Merger Sub does not file Tax Returns that it is or may be subject to taxation in that jurisdiction and, to Parent’s knowledge, there is no basis for any such claim to be made.

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(l) Neither Parent nor Merger Sub has, or has ever had, a permanent establishment in any country other than the country of its organization, or is, or has ever been, subject to income Tax in a jurisdiction outside the country of its organization.

(m) Neither Parent nor Merger Sub has participated in a “reportable transaction” within the meaning of Section 6707A(c)(2) of the Code.

(n) Parent and Merger Sub is registered for the purposes of sales Tax, use Tax, Transfer Taxes, value added Taxes or any similar Tax in all jurisdictions where it is required by Law to be so registered, and has complied in all respects with all Laws relating to such Taxes.

(o) Neither Parent nor Merger Sub will be required to include any amount in taxable income, exclude any item of deduction or loss from taxable income, or make any adjustment under Section 481 of the Code (or any similar provision of state, local or foreign Law) for any taxable period (or portion thereof) beginning after the Closing Date as a result of (i) any installment sale, intercompany transaction described in the Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) or open transaction disposition made on or prior to the Closing Date, (ii) any prepaid amount received or deferred revenue recognized on or prior to the Closing Date outside of the ordinary course of business, (iii) any change in method of accounting for a taxable period ending on or prior to the Closing Date, (iv) any “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or foreign Law) executed on or prior to the Closing Date, or (v) the application of Section 965(a) of the Code or an election pursuant to Section 965(h) of the Code (or any similar provision of state, local or foreign Law).

(p) Parent has not been a United States real property holding company within the meaning of Section 897(c)(2) of the Code during the period specified in Section 897(c)(1)(A)(ii) of the Code.

(q) Parent has not taken any action, nor to the knowledge of Parent are there any facts or circumstances, that would reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code and the Treasury Regulations.

5.16. Business Activities.

(a) Since formation, neither Parent or Merger Sub have conducted any business activities other than activities related to Parent’s initial public offering or directed toward the accomplishment of a Business Combination. Except as set forth in Parent’s Governing Documents or as otherwise contemplated by this Agreement or the Ancillary Agreements and the transactions contemplated hereby and thereby, there is no agreement, commitment, or Governmental Order binding upon Parent or Merger Sub or to which Parent or Merger Sub is a party which has or would reasonably be expected to have the effect of prohibiting or impairing any business practice of Parent or Merger Sub or any acquisition of property by Parent or Merger Sub or the conduct of business by Parent or Merger Sub as currently conducted or as contemplated to be conducted as of the Closing, other than such effects, individually or in the aggregate, which have not been and would not reasonably be expected to be material to Parent or Merger Sub.

(b) Except for Merger Sub and the transactions contemplated by this Agreement and the Ancillary Agreements, Parent does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity. Except for this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby, Parent has no material interests, rights, obligations or liabilities with respect to, and is not party

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to, bound by or has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or would reasonably be interpreted as constituting, a Business Combination. Except for the transactions contemplated by this Agreement and the Ancillary Agreements, Merger Sub does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, partnership, joint venture, business, trust or other entity.

(c) Merger Sub was formed solely for the purpose of effecting the transactions contemplated by this Agreement and has not engaged in any business activities or conducted any operations other than in connection with the transactions contemplated hereby and has no, and at all times prior to the Effective Time, except as expressly contemplated by this Agreement, the Ancillary Agreements and the other documents and transactions contemplated hereby and thereby, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those incident to its formation.

(d) As of the date hereof and except for this Agreement, the Ancillary Agreements and the other documents and transactions contemplated hereby and thereby (including with respect to expenses and fees incurred in connection therewith), neither Parent nor Merger Sub are party to any Contract with any other Person that would require payments by Parent or any of its Subsidiaries after the date hereof in excess of $50,000 in the aggregate with respect to any individual Contract, other than Parent Transaction Expenses and Working Capital Loans.

5.17. Nasdaq Stock Market Quotation. The Parent Class A Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is listed for trading on Nasdaq under the symbol “NEBC”. The Parent Common Warrants are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq under the symbol “NEBCW”. Parent is in compliance with the rules of Nasdaq and there is no Action or proceeding pending or, to the knowledge of Parent, threatened against Parent by Nasdaq or the SEC with respect to any intention by such entity to deregister the Parent Class A Common Stock or Parent Warrants or terminate the listing of Parent Class A Common Stock or Parent Warrants on Nasdaq. None of Parent, Merger Sub or their respective Affiliates or representatives has taken any action in an attempt to terminate the registration of the Parent Class A Common Stock or Parent Warrants under the Exchange Act except as contemplated by this Agreement.

5.18. Registration Statement, Proxy Statement and Proxy Statement/Registration Statement. On the effective date of the Registration Statement, the Registration Statement, and when first filed in accordance with Rule 424(b) or filed pursuant to Section 14A, the Proxy Statement and the Proxy Statement/Registration Statement (or any amendment or supplement thereto), shall comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act. On the effective date of the Registration Statement, the Registration Statement will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. On the date of any filing pursuant to Rule 424(b) or Section 14A, the date the Proxy Statement /Registration Statement and the Proxy Statement, as applicable, is first mailed to the Parent Stockholders and certain of the Company Stockholders, as applicable, and at the time of the Parent Stockholders’ Meeting, the Proxy Statement/Registration Statement and the Proxy Statement, as applicable, (together with any amendments or supplements thereto) will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that, notwithstanding anything herein to the contrary (including any representations and warranties set forth in this Section 5.18) Parent makes no representations or warranties as to the information contained in or omitted from the Registration Statement, Proxy Statement or the Proxy Statement/Registration Statement in reliance upon and in conformity with information furnished in writing to Parent by or on behalf of the Company specifically for inclusion in the Registration Statement, Proxy Statement or the Proxy Statement/Registration Statement.

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5.19. No Outside Reliance. Notwithstanding anything contained in this Article V or any other provision hereof, each of Parent and Merger Sub, and any of their respective directors, managers, officers, employees, equityholders, partners, members or representatives, acknowledge and agree that Parent has made its own investigation of the Company and that neither the Company nor any of its Affiliates, agents or representatives is making any representation or warranty whatsoever, express or implied, beyond those expressly given by the Company in Article IV, including any implied warranty or representation as to condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of the Company or its Subsidiaries. Without limiting the generality of the foregoing, it is understood that any cost estimates, financial or other projections or other predictions that may be contained or referred to in the Company Disclosure Letter or elsewhere, as well as any information, documents or other materials (including any such materials contained in any “data room” (whether or not accessed by Parent or its representatives) or reviewed by Parent pursuant to the Nondisclosure Agreement) or management presentations that have been or shall hereafter be provided to Parent or any of its Affiliates, agents or representatives are not and will not be deemed to be representations or warranties of the Company, and no representation or warranty is made as to the accuracy or completeness of any of the foregoing except as may be expressly set forth in Article IV of this Agreement. Except as otherwise expressly set forth in this Agreement, Parent understands and agrees that any assets, properties and business of the Company and its Subsidiaries are furnished “as is”, “where is” and subject to and except as otherwise provided in the representations and warranties contained in Article IV, with all faults and without any other representation or warranty of any nature whatsoever.

5.20. No Additional Representation or Warranties. Except as provided in this Article V, neither Parent nor Merger Sub nor any their respective Affiliates, nor any of their respective directors, managers, officers, employees, stockholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to the Company or its Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company or its Affiliates. Without limiting the foregoing, the Company acknowledges that the Company and its advisors, have made their own investigation of Parent, Merger Sub and their respective Subsidiaries and, except as provided in this Article V, are not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of Parent, Merger Sub or any of their respective Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of Parent, Merger Sub and their respective Subsidiaries as conducted after the Closing, as contained in any materials provided by Parent, Merger Sub or any of their Affiliates or any of their respective directors, officers, employees, shareholders, partners, members or representatives or otherwise.

ARTICLE VI

COVENANTS

6.1. Company Conduct of Business. From the date of this Agreement through the earlier of the Closing or valid termination of this Agreement pursuant to Article VIII (the “Interim Period”), the Company shall, and shall cause its Subsidiaries to, except as explicitly contemplated by this Agreement or the Ancillary Agreements, as required by Law, as set forth on Section 6.1 of the Company Disclosure Letter or as consented to by Parent in writing (which consent shall not be unreasonably conditioned, withheld, delayed or denied), use reasonable best efforts to operate the business of the Company in the ordinary course of business, and the Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to (i) preserve intact its present business organizations, assets, rights, properties and goodwill, (ii) preserve its and their present relationships with their clients, customers, suppliers, vendors, marketing, sponsors or other similar entities and other Persons with whom it and they have business relations, (iii) keep available the services of its officers and employees and (iv) maintain in full force and effect its current insurance policies or comparable replacements thereof. Without limiting the generality of the foregoing,

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except as set forth on Section 6.1 of the Company Disclosure Letter or as consented to by Parent in writing (which consent shall not be unreasonably conditioned, withheld, delayed or denied) the Company shall not, and the Company shall cause its Subsidiaries not to, except as explicitly contemplated by this Agreement or the Ancillary Agreements or required by Law:

(a) change or amend (whether by amendment, restatement, merger, consolidation, amalgamation or otherwise) the Governing Documents of the Company or any of the Company’s Subsidiaries (except, in the case of Governing Documents of any of the Company’s Subsidiaries, in a manner that would not be reasonably expected to materially impair or delay the ability of the Company to perform its obligations hereunder), or form or cause to be formed any new Subsidiary of the Company;

(b) make, declare, set a record date for or pay any dividend or distribution to the stockholders of the Company or make, declare, set a record date for or pay any other distributions in respect of any of the Company’s or any of its Subsidiaries’ capital stock or equity interests, except dividends and distributions by a wholly-owned Subsidiary of the Company to the Company or another wholly-owned Subsidiary of the Company;

(c) split, combine, reclassify, recapitalize or otherwise amend any terms of any shares or series of the Company’s or any of its Subsidiaries’ capital stock or equity interests, except for any such transaction by a wholly-owned Subsidiary of the Company that remains a wholly-owned Subsidiary of the Company after consummation of such transaction;

(d) purchase, repurchase, redeem or otherwise acquire any issued and outstanding share capital, outstanding shares of capital stock, membership interests or other equity interests of the Company or its Subsidiaries, except for (i) the acquisition by the Company or any of its Subsidiaries of any shares of capital stock, membership interests or other equity interests of the Company or its Subsidiaries in connection with the forfeiture or cancellation of such interests or connection with the exercise or settlement Options or Company Warrants, or (ii) transactions between the Company and any wholly-owned Subsidiary of the Company or between wholly-owned Subsidiaries of the Company;

(e) enter into, modify in any material respect or terminate (other than expiration in accordance with its terms) (i) any Contract of a type required to be listed on Section 4.12 or Section 4.28 of the Company Disclosure Letter or any Real Property Lease or (ii) any Contract between the Company or a Subsidiary of the Company, on the one hand, and any of the Company Stockholders or their respective Affiliates, on the other hand, in each case, other than entry into such agreements in the ordinary course of business;

(f) sell, assign, transfer, convey, lease or otherwise dispose of or subject to a Lien (other than a Permitted Lien) any material tangible assets or properties of the Company or its Subsidiaries, including the Leased Real Property, except for (i) dispositions of obsolete or worthless equipment in the ordinary course of business and (ii) transactions among the Company and its wholly owned Subsidiaries or among its wholly owned Subsidiaries;

(g) acquire any ownership interest in any real property;

(h) except as otherwise required by existing Company Benefit Plans or the Contracts listed on Section 4.12(a) of the Company Disclosure Letter, (i) grant any severance, retention, change in control or termination or similar pay, except in connection with the promotion, hiring or termination of employment of any non-officer employee in the ordinary course of business, (ii) hire or terminate executive level employees other than terminations for cause or due to death or disability, (iii) terminate, adopt, enter into or materially amend any Company Benefit Plan, except in the ordinary course of business or (iv) increase the cash compensation or bonus opportunity of any employee, officer, director or other individual service provider, except in the ordinary course of business;

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(i) acquire by merger or consolidation with, or merge or consolidate with, or purchase substantially all or a material portion of the assets of, any corporation, partnership, association, joint venture or other business organization or division thereof, other than any such transaction (i) in which the aggregate consideration does not exceed, individually or in the aggregate, $1,000,000 and (ii) that is not reasonably expected to individually or in the aggregate, materially impair or delay the ability of the Company to perform its obligations hereunder;

(j) (i) make, change or revoke any material Tax election, (ii) materially amend, modify or otherwise change any filed Tax Return, (iii) adopt or request permission of any taxing authority to change any accounting method in respect of material Taxes, (iv) enter into any “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or foreign Law) with any Governmental Authority, (v) settle any claim or assessment in respect of any material Taxes, (vi) knowingly surrender or allow to expire any right to claim a refund of any material Taxes, (vii) consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of any material Taxes or in respect to any material Tax attribute that would give rise to any claim or assessment of Taxes or (viii) incur any material Tax liabilities outside of the ordinary course of business;

(k) take any action, or knowingly fail to take any action, where such action or failure to act could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code and the Treasury Regulations;

(l) incur or assume any Indebtedness for borrowed money or guarantee any Indebtedness for borrowed money of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of the Company or any Subsidiary of the Company or guaranty any debt securities of another Person, other than any Indebtedness or guarantee (x) incurred in the ordinary course of business and in an aggregate amount not to exceed, individually or in the aggregate, $1,000,000 or (y) incurred between the Company and any of its wholly owned Subsidiaries or between any of such wholly-owned Subsidiaries;

(m) issue any additional shares of Company Capital Stock or securities exercisable for or convertible into Company Capital Stock, except (i) connection with the exercise or settlement Options or Company Warrants or (ii) grants to employees, officers, directors or other individual service providers in the ordinary course of business;

(n) adopt a plan of, or otherwise enter into or effect a, complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of the Company or its Subsidiaries (other than the Merger);

(o) pay or repay any Indebtedness or Company Transaction Expenses after 11:59 p.m. (Pacific Time) on the Business Day immediately preceding the Closing Date; or

(p) enter into any agreement to do any action prohibited under this Section 6.1.

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6.2. Parent Conduct of Business.

(a) During the Interim Period, Parent shall, and shall cause Merger Sub to, except as contemplated by this Agreement (including as contemplated by the PIPE Investment) or the Ancillary Agreements, as required by Law, as set forth on Section 6.2 of the Parent Disclosure Letter or as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld, delayed or denied), operate its business in the ordinary course (which consent shall not be unreasonably conditioned, withheld, delayed or denied). Without limiting the generality of the foregoing, except as set forth on Section 6.2 of the Parent Disclosure Letter or as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld, delayed or denied), Parent shall not, and Parent shall cause Merger Sub not to, except as otherwise contemplated by this Agreement (including as contemplated by the PIPE Investment) or the Ancillary Agreements or as required by Law:

(i) seek any approval from the Parent Stockholders to change, modify or amend the Trust Agreement or the Governing Documents of Parent or Merger Sub, except as contemplated by the Transaction Proposals;

(ii) (A) make, declare, set a record date for or pay any dividend or distribution to the stockholders of Parent or make, declare, set a record date for or declare any other distributions in respect of any of Parent’s or Merger Sub Capital Stock, share capital or equity interests, (B) split, combine, reclassify or otherwise amend any terms of any shares or series of Parent’s or Merger Sub Capital Stock or equity interests, or (C) purchase, repurchase, redeem or otherwise acquire any issued and outstanding share capital, outstanding shares of capital stock, share capital or membership interests, warrants or other equity interests of Parent or Merger Sub, other than a redemption of shares of Parent Common Stock required to be made as part of the Parent Stockholder Redemptions;

(iii) take any action, or knowingly fail to take any action, where such action or failure to act could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code and the Treasury Regulations;

(iv) (A) except for Working Capital Loans, (x) enter into any non-arm’s length transaction or Contract, (y) enter into any management, advisory or other similar transaction or Contract or (z) amend or renew any other transaction or Contract, in each case with True Wind Capital, any Person controlled by True Wind Capital, including any investment funds or investment vehicles affiliated with, or managed or advised by, True Wind Capital or any portfolio company (as such term is customarily used in the private equity industry) or investment of True Wind Capital or of any such investment fund or investment vehicle or any interest therein (including the Sponsor), or any employee, officer or director of any of the foregoing or (B) amend, terminate or waive any material provision of any Contract set forth on Section 6.2(a)(iv) of the Parent Disclosure Letter;

(v) incur or assume any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of the Company or any of the Company’s Subsidiaries or guaranty any debt securities of another Person, other than any indebtedness for borrowed money or guarantee (w) incurred in the ordinary course of business and in an aggregate amount not to exceed $1,000,000, (x) incurred between Parent and Merger Sub, (y) in respect of any Working Capital Loan or (z) in respect of a Parent Transaction Expense permitted by clause (vi) below;

(vi) incur, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any Indebtedness or otherwise knowingly and purposefully incur, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any other material liabilities, debts or obligations, other than third party fees and expenses incurred (x) in support of the transactions contemplated by this Agreement and the Ancillary Agreements or (y) in support of the ordinary course operations of Parent including any Working Capital Loan;

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(vii) other than pursuant to the PIPE Subscription Agreements or Sponsor Backstop Subscription Agreement, (A) issue any Parent Securities or securities exercisable for or convertible into Parent Securities, other than the issuance of the Aggregate Merger Consideration, (B) grant any options, warrants or other equity-based awards with respect to Parent Securities not outstanding on the date hereof, or (C) amend, modify or waive any of the material terms or rights set forth in any Parent Warrant or the Warrant Agreement, including any amendment, modification or reduction of the warrant price set forth therein;

(viii) (A) make, change or revoke any material Tax election, (B) materially amend, modify or otherwise change any filed Tax Return, (C) adopt or request permission of any taxing authority to change any accounting method in respect of material Taxes, (D) enter into any “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or foreign Law) with any Governmental Authority, (E) settle any claim or assessment in respect of any material Taxes, (F) knowingly surrender or allow to expire any right to claim a refund of any material Taxes, (G) consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of any material Taxes or in respect to any material Tax attribute that would give rise to any claim or assessment of Taxes or (H) incur any material Tax liabilities outside of the ordinary course of business;

(ix) waive, release, compromise, settle or satisfy any pending or threatened Legal Proceeding; or

(x) enter into any agreement to do any action prohibited under this Section 6.1(a).

(b) During the Interim Period, Parent shall, and shall cause its Subsidiaries (including Merger Sub) to comply with, and continue performing under, as applicable, Parent’s Governing Documents, the Trust Agreement and all other agreements or Contracts to which Parent or its Subsidiaries may be a party.

6.3. Access. Prior to the Effective Time and subject to applicable Laws, Parent shall be entitled, through its directors, officers, employees and other representatives, to have such access to the management, officers, employees, customers, accountants, properties, businesses and operations of the Company and its Subsidiaries and such examination (including the right to make copies) of the Contracts, work papers, Tax Returns and books and records of the Company and its Subsidiaries as it reasonably requests. Any such access and examination shall be conducted on advance notice, during regular business hours. The Company shall, and shall cause its Subsidiaries to, use its reasonable best efforts to cause the officers, employees, attorneys, accountants, consultants, agents and other representatives of the Company and its Subsidiaries to reasonably cooperate with Parent and its representatives in connection with such access and examination. Notwithstanding the foregoing, no such access or examination shall be permitted to the extent that it would (i) unreasonably disrupt the operations of the Company or its Subsidiaries, taken as whole or (ii) require any of the Company or its Subsidiaries to disclose information that the Company, based upon the advice of counsel, reasonably determines would, if disclosed, result in a violation of Law, breach of an existing Contract, or a waiver of the attorney-client privilege; provided, however, that the Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to seek alternative means to disclose such information as nearly as possible without violating such Law, breaching such existing Contract or adversely affecting such attorney-client privilege, as applicable (including providing such information in summary format and/or entering into a joint defense or similar arrangement). The Company may satisfy its obligations set forth above by electronic means if physical access is not permitted under applicable law or not practicable as a result of COVID-19 or any COVID-19 Measures. Any information or materials Parent or its representatives receive pursuant to this Section 6.3 or otherwise pursuant to the transactions contemplated hereby shall be subject to that certain Nondisclosure Agreement, dated as of December 22nd, 2020, between the Company and the Sponsor.

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6.4. Preparation and Delivery of Additional Company Financial Statements. As soon as reasonably practicable following the date hereof, the Company shall deliver to Parent the audited consolidated balance sheets and statements of operations and comprehensive loss, cash flows and changes in stockholders’ equity of the Company and its Subsidiaries as of and for the twelve (12) month period ended December 31, 2020, together with the auditor’s reports thereon (the “2020 Audited Financial Statements”), which comply with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant; provided, that upon delivery of such 2020 Audited Financial Statements, the representations and warranties set forth in Section 4.8 shall be deemed to apply to the 2020 Audited Financial Statements with the same force and effect as if made as of the date of this Agreement.

6.5. No Solicitation by the Company. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article VIII, the Company and its Subsidiaries shall not, and the Company shall instruct and use its reasonable best efforts to cause its and their representatives acting on its and their behalf, not to (i) initiate or continue any negotiations with any Person with respect to, or provide any non-public information or data concerning the Company or any of the Company’s Subsidiaries to any Person relating to, an Acquisition Proposal or afford (or continue to afford) to any Person access to the business, properties, assets or personnel of the Company or any of the Company’s Subsidiaries in connection with an Acquisition Proposal, (ii) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal, (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state, or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal. Notwithstanding anything to the contrary in this Agreement, the Company and its Subsidiaries and their respective representatives shall not be restricted pursuant to the foregoing sentence with respect to any actions explicitly contemplated this Agreement (including the PIPE Investment) or the Ancillary Agreements. From and after the date hereof, the Company shall, and shall instruct its officers and directors to, and the Company shall instruct and cause its representatives acting on its behalf, its Subsidiaries and their respective representatives (acting on their behalf) to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal (other than with Parent and its representatives).

6.6. No Solicitation by Parent. From the date hereof until the Closing Date or, if earlier, the termination of this Agreement in accordance with Article VIII, Parent shall not, and shall cause Merger Sub not to, and Parent shall instruct and use its reasonable best efforts to cause its and their representatives acting on its and their behalf, not to, (i) make any proposal or offer that constitutes a Business Combination Proposal, (ii) initiate any discussions or negotiations with any Person with respect to a Business Combination Proposal or (iii) enter into any acquisition agreement, business combination, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to a Business Combination Proposal, in each case, other than to or with the Company and its respective representatives. From and after the date hereof, Parent shall, and shall instruct its officers and directors to, and Parent shall instruct and cause its representatives acting on its behalf, its Subsidiaries and their respective representatives (acting on their behalf) to, immediately cease and terminate all discussions and negotiations with any Persons that may be ongoing with respect to a Business Combination Proposal (other than with the Company and its representatives).

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6.7. Preparation of Proxy Statement/Registration Statement; Shareholders’ Meeting and Approvals.

(a) Registration Statement and Prospectus.

(i) As promptly as practicable after the execution of this Agreement (but in no event later than February 16, 2021), (x) Parent and the Company shall jointly prepare and Parent shall file with the SEC, mutually acceptable materials which shall include the proxy statement to be filed with the SEC as part of the Registration Statement and sent to the Parent Stockholders relating to the Parent Stockholders’ Meeting (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”) and (y) Parent shall prepare (with the Company’s reasonable cooperation (including causing its Subsidiaries and representatives to cooperate)) and file with the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus (the “Proxy Statement/Registration Statement”), in connection with the registration under the Securities Act of shares of Parent Common Stock that constitute the Aggregate Merger Consideration (the “Registration Statement Securities”). Each of Parent and the Company shall use its reasonable best efforts to cause the Proxy Statement/Registration Statement to comply with the rules and regulations promulgated by the SEC, to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the transactions contemplated hereby. Parent also agrees to use its reasonable best efforts to obtain all necessary state securities law or permits and approvals required under “Blue Sky” Laws to carry out the transactions contemplated hereby, and the Company shall furnish all information concerning the Company, its Subsidiaries and any of their respective members or stockholders as may be reasonably requested in connection with any such action. Each of Parent and the Company agrees to furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement/Registration Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the transactions contemplated by this Agreement, or any other statement, filing, notice or application made by or on behalf of Parent, the Company or their respective Subsidiaries to any regulatory authority (including Nasdaq) in connection with the Merger and the other transactions contemplated hereby (the “Offer Documents”). Parent will cause the Proxy Statement/Registration Statement to be disseminated to the Parent Stockholders in each case promptly after the Registration Statement is declared effective under the Securities Act.

(ii) To the extent not prohibited by Law, Parent will advise the Company, reasonably promptly after Parent receives notice thereof, of the time when the Proxy Statement/Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order or the suspension of the qualification of the Parent Common Stock for offering or sale in any jurisdiction, of the initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the Proxy Statement/Registration Statement or for additional information. To the extent not prohibited by Law, the Company and their counsel shall be given a reasonable opportunity to review and comment on the Proxy Statement/Registration Statement and any Offer Document each time before any such document is filed with the SEC, and Parent shall give reasonable and good faith consideration to any comments made by the Company and its counsel. To the extent not prohibited by Law, Parent shall provide the Company and their counsel with (A) any comments or other communications, whether written or oral, that Parent or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement/Registration Statement or Offer Documents promptly after receipt of those comments or other communications and (B) a reasonable opportunity to participate in the response of Parent to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.

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(iii) Each of Parent and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in (A) the Registration Statement will, at the time the Registration Statement is filed with the SEC, at each time at which it is amended and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, not misleading or (B) the Proxy Statement will, at the date it is first mailed to the Parent Stockholders and at the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

(iv) If at any time prior to the Effective Time any information relating to the Company, Parent or any of their respective Subsidiaries, Affiliates, directors or officers is discovered by the Company or Parent, which is required to be set forth in an amendment or supplement to the Proxy Statement or the Registration Statement, so that neither of such documents would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, with respect to the Proxy Statement, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the Parent Stockholders.

(b) Parent Stockholder Approval. Parent shall (a) as promptly as practicable after the Registration Statement is declared effective under the Securities Act, (i) cause the Proxy Statement to be disseminated to Parent Stockholders in compliance with applicable Law, (ii) solely with respect to the following clause (1), duly (1) give notice of and (2) convene and hold a meeting of its stockholders (the “Parent Stockholders’ Meeting”) in accordance with Parent’s Governing Documents and the Nasdaq rules and regulations for a date no later than thirty (30) Business Days following the date the Registration Statement is declared effective, and (iii) solicit proxies from the holders of Parent Common Stock to vote in favor of each of the Transaction Proposals, and (b) provide its shareholders with the opportunity to elect to effect an Parent Stockholder Redemption. Parent shall, through its Board of Directors, recommend to its shareholders the (A) approval of the change of Parent’s name to “Rover Group, Inc.”, (B) amendment and restatement of Parent’s Governing Documents, in substantially the form attached as Exhibits A and B to this Agreement (as may be subsequently amended by mutual written agreement of the Company and Parent at any time before the effectiveness of the Registration Statement) in connection with the Merger, including any separate or unbundled proposals as are required to implement the foregoing, (C) the adoption and approval of this Agreement in accordance with applicable Law and Nasdaq rules and regulations, (D) approval of the issuance of shares of Parent Common Stock in connection with the Merger in accordance with applicable Law and Nasdaq rules and regulations, (E) approval of the adoption by Parent of the equity plans described in Section 6.11, (F) the election of directors effective as of the Closing as contemplated by Section 6.12, (G) adoption and approval of any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Registration Statement or correspondence related thereto, (H) adoption and approval of any other proposals as reasonably agreed by Parent and the Company to be necessary or appropriate in connection with the transactions contemplated hereby and (I) adjournment of the Parent Stockholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (A) through (I), together, the “Transaction Proposals”), and include such recommendation in the Proxy Statement. The Board of Directors of Parent shall not withdraw, amend, qualify or modify its recommendation to the shareholders of Parent that they vote in favor of the Transaction Proposals (together with any withdrawal, amendment, qualification or modification of its recommendation to the shareholders of Parent described in the Recitals hereto, a “Modification in Recommendation”). To the fullest extent permitted by applicable Law, (x) Parent agrees to establish a record date for, duly call, give notice of, convene and hold the Parent Stockholders’ Meeting and submit for approval the Transaction Proposals, (y) Parent agrees to use its reasonable best efforts to obtain the Parent Stockholder Approval at the Parent Stockholder Meeting and (z) Parent agrees that if the Parent Stockholder Approval shall not have been

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obtained at any such Parent Stockholders’ Meeting, then Parent shall promptly continue to take all such necessary actions, including the actions required by this Section 6.7(b), and hold additional Parent Stockholders’ Meetings in order to obtain the Parent Stockholder Approval. Parent may only adjourn the Parent Stockholders’ Meeting (i) to solicit additional proxies for the purpose of obtaining the Parent Stockholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Parent has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by Parent Stockholders prior to the Parent Stockholders’ Meeting; provided, that the Parent Stockholders’ Meeting (x) may not be adjourned to a date that is more than fifteen (15) days after the date for which the Parent Stockholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law) and (y) shall not be held later than three (3) Business Days prior to the Agreement End Date. Parent agrees that it shall provide the holders of shares of Parent Class A Common Stock the opportunity to elect redemption of such shares of Parent Class A Common Stock in connection with the Parent Stockholders’ Meeting, as required by Parent’s Governing Documents.

(c) Company Stockholder Approvals. The Company shall use reasonable best efforts to (i) obtain and deliver to Parent, the Company Stockholder Approvals, (x) in the form of a written consent executed by each of the Requisite Company Stockholders (pursuant to the Company Holders Support Agreement), as soon as reasonably practicable after the Registration Statement is declared effective under the Securities Act and delivered or otherwise made available to stockholders, and in any event within forty-eight (48) hours after the Registration Statement is declared effective and delivered or otherwise made available to stockholders, and (y) in accordance with the terms and subject to the conditions of the Company’s Governing Documents, and (ii) take all other action necessary or advisable to secure the Company Stockholder Approvals as soon as reasonably practicable after the Registration Statement is declared effective under the Securities Act and delivered or otherwise made available to stockholders, and in any event within forty-eight (48) hours after the Registration Statement is declared effective and delivered or otherwise made available to stockholders.

6.8. Support of Transaction. Without limiting any covenant contained in Article VI, Parent and the Company shall each, and each shall cause its Subsidiaries to (a) use reasonable best efforts to obtain as soon as practicable all material consents and approvals of third parties (including any Governmental Authority) that any of Parent, or the Company or their respective Affiliates are required to obtain in order to consummate the Merger, and (b) take such other action as soon as practicable as may be reasonably necessary or as another party hereto may reasonably request to satisfy the conditions of Article VII or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby as soon as practicable and in accordance with all applicable Law.

6.9. HSR Act; Other Filings.

(a) In connection with the transactions contemplated hereby, each of the Company and Parent shall, and Parent shall cause Parent’s Ultimate Parent Entity to, comply promptly but in no event later than ten (10) Business Days after the date hereof with the notification and reporting requirements of the HSR Act. Each of the Company and Parent shall, and Parent shall cause Parent’s Ultimate Parent Entity to, substantially comply with any Antitrust Information or Document Requests.

(b) Each of the Company and Parent shall, and Parent shall cause Parent’s Ultimate Parent Entity to, request early termination of any waiting period under the HSR Act and exercise its reasonable best efforts to (i) obtain approval, termination or expiration of the waiting period, as applicable, under the HSR Act and any other applicable Antitrust Laws, and (ii) prevent the entry, in any Legal Proceeding brought by an Antitrust Authority or any other Person, of any Governmental Order which would prohibit, make unlawful or delay the consummation of the transactions contemplated hereby.

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(c) Parent shall, and shall cause its Ultimate Parent Entity to, cooperate in good faith with the Antitrust Authorities and undertake promptly any and all action required to complete lawfully the transactions contemplated hereby as soon as practicable (but in any event prior to the Agreement End Date) and any and all action necessary or advisable to avoid, prevent, eliminate or remove the actual or threatened commencement of any proceeding in any forum by or on behalf of any Antitrust Authority or the issuance of any Governmental Order that would delay, enjoin, prevent, restrain or otherwise prohibit the consummation of the Merger, including, with the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned, delayed or denied), (i) proffering and consenting or agreeing to a Governmental Order or other agreement providing for (A) the sale, licensing or other disposition, or the holding separate, of particular assets, categories of assets or lines of business of the Company and its Subsidiaries or (B) the termination, amendment or assignment of existing relationships and contractual rights and obligations of the Company and its Subsidiaries and (ii) promptly effecting the disposition, licensing or holding separate of assets or lines of business or the termination, amendment or assignment of existing relationships and contractual rights, in each case, at such time as may be necessary to permit the lawful consummation of the transactions contemplated hereby on or prior to the Agreement End Date (the actions described in the foregoing clauses (i) and (ii), “Remedial Actions”); provided, that (x) this Section 6.9 shall in no event require the Company to take any Remedial Action with respect to the Company and its Subsidiaries and (y) nothing in this Section 6.9 shall require or obligate Parent or any of its Affiliates to, and the Company shall not, without the prior written consent of Parent, agree or otherwise be required to, take any Remedial Action with respect to, any Affiliates of Parent other than Parent, the Company and their respective Subsidiaries.

(d) With respect to (x) each of the above filings, (y) the Governmental Approvals listed on Section 4.5 of the Company Disclosure Letter and Section 5.7 of the Parent Disclosure Letter and (z) any other requests, inquiries, Actions or other proceedings by or from Governmental Authorities, each of the Company, Parent and Parent’s Ultimate Parent Entity shall (i) diligently and expeditiously defend and use reasonable best efforts to obtain any necessary clearance, approval, consent, or Governmental Approval under Laws prescribed or enforceable by any Governmental Authority for the transactions contemplated by this Agreement and to resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; and (ii) reasonably cooperate with each other in the defense and conduct of such matters. To the extent not prohibited by Law, each party hereto shall keep the other party reasonably informed regarding the status and any material developments regarding any Governmental Approval processes, and the Company shall promptly furnish to Parent, and Parent shall promptly furnish to the Company, copies of any notices or written communications received by such party or any of its Affiliates from any third party or any Governmental Authority with respect to the transactions contemplated hereby, and each party shall permit counsel to the other parties an opportunity to review in advance, and each party shall consider in good faith the views of such counsel in connection with, any proposed substantive written communications by such party or its Affiliates to any Governmental Authority concerning the transactions contemplated hereby (with the exception of the filings submitted under the HSR Act); provided, that none of the parties shall extend any waiting period or comparable period under the HSR Act or enter into any agreement with any Governmental Authority without the written consent of the other parties. To the extent not prohibited by Law, the Company agrees to provide Parent and its counsel, and Parent agrees to provide the Company and its counsel, the opportunity, on reasonable advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between such party or any of its Affiliates, agents or advisors, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection with the transactions contemplated hereby. Any such provisions of information, rights to participate or consultations between the parties may be made on a counsel-only or outside counsel-only basis to the extent required under applicable Law or as appropriate to protect sensitive business information or maintain attorney-client or other privilege; provided, that the Company or Parent, as applicable, may redact materials to address reasonable privilege or confidentiality concerns, and to remove references concerning the valuation of the Company or Parent’s consideration of the transactions contemplated by this Agreement or other competitively sensitive material.

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(e) Parent shall be responsible for and pay the filing fees payable to the Antitrust Authorities in connection with the transactions contemplated hereby.

6.10. Equity Financing. Prior to Closing, to the extent the amount of the Parent Stockholder Redemptions exceed the Sponsor Backstop Amount, each of the Company and Parent shall, and each of them shall cause its respective Subsidiaries and Affiliates (as applicable) and its and their officers, directors, managers, employees, consultants, counsel, accounts, agents and other representatives to, reasonably cooperate in a timely manner in connection with any replacement equity financing arrangement with respect to such excess amount the parties seek in connection with the transactions contemplated by this Agreement on terms substantially consistent with the terms of the Subscription Agreements (it being understood and agreed that the consummation of any such financing by the Company or Parent shall be subject to the parties’ mutual agreement), including (a) granting such access to the other party and its representatives as may be reasonably necessary for their due diligence and (b) participating in a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions with respect to such financing efforts (including direct contact between senior management and other representatives of the Company and its Subsidiaries at reasonable times and locations). All such cooperation, assistance and access shall be granted during normal business hours and shall be granted under conditions that shall not unreasonably interfere with the business and operations of the Company, Parent, or their respective auditors. Notwithstanding the foregoing, no such access shall be required to the extent that it would (i) unreasonably disrupt the operations of the Company or its Subsidiaries, taken as whole or (ii) require any of the Company or its Subsidiaries to disclose information that the Company, based upon the advice of counsel, reasonably determines would, if disclosed, result in a violation of Law, breach of an existing Contract, or a waiver of the attorney-client privilege; provided, however, that the Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to seek alternative means to disclose such information as nearly as possible without violating such Law, breaching such existing Contract or adversely affecting such attorney-client privilege, as applicable. The Company may satisfy its obligations set forth above by electronic means if physical access is not permitted under applicable law or not practicable as a result of COVID-19 or any COVID-19 Measures. The Company’s failure to comply with this Section 6.10 will not be taken into account for purposes of determining whether any conditions set forth in Article VII to consummate the Merger have been satisfied.

6.11. Employee Matters.

(a) Equity Plan. Prior to the Closing Date, Parent shall approve and adopt an incentive equity plan in a form mutually agreed by Parent and the Company (the “Incentive Equity Plan”) that includes an initial share reserve equal to 17,200,000 shares of Parent Class A Common Stock and an automatic annual increase to such share reserve, beginning with the 2022 fiscal year of the Parent, equal to the least of (x) 25,740,000 shares of Parent Class A Common Stock, (y) 5% of the total number of shares of all classes of Parent Common Stock outstanding on the last day of the immediately preceding fiscal year of Parent, and (z) a lesser number of shares of Parent Class A Common Stock determined by the Incentive Equity Plan’s administrator (in each case, subject to equitable adjustment for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to Parent Class A Common Stock). Within two (2) Business Days following the expiration of the sixty (60) day period following the date Parent has filed current Form 10 information with the SEC reflecting its status as an entity that is not a shell company, Parent shall file an effective registration statement on Form S-8 (or other applicable form) with respect to the Parent Class A Common Stock issuable under the Incentive Equity Plan, and Parent shall use reasonable best efforts to maintain the effectiveness of such registration statement(s) (and maintain the current status of the prospectus or prospectuses contained therein) for so long as awards granted pursuant to the Incentive Equity Plan remain outstanding.

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(b) ESPP. Prior to the Closing Date, Parent shall approve and adopt an employee stock purchase plan in a form mutually agreed by Parent and the Company (the “ESPP”) that includes an initial share reserve equal to 2,600,000 shares of Parent Class A Common Stock and an automatic annual increase to such share reserve, beginning with the 2022 fiscal year of the Parent, equal to the least of (x) 5,150,000 shares of Parent Class A Common Stock, (y) 1.5% of the total number of shares of all classes of Parent Common Stock outstanding on the last day of the immediately preceding fiscal year of Parent, and (z) a lesser number of shares of Parent Class A Common Stock determined by the ESPP’s administrator (in each case, subject to equitable adjustment for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to Parent Class A Common Stock). Within two (2) Business Days following the expiration of the sixty (60) day period following the date Parent has filed current Form 10 information with the SEC reflecting its status as an entity that is not a shell company, Parent shall file an effective registration statement on Form S-8 (or other applicable form) with respect to the Parent Class A Common Stock issuable under the ESPP, and Parent shall use reasonable best efforts to maintain the effectiveness of such registration statement(s) (and maintain the current status of the prospectus or prospectuses contained therein) for so long as awards granted pursuant to the ESPP remain outstanding.

(c) Parent shall, or shall cause the Surviving Corporation and each of its subsidiaries, as applicable, to provide the employees of the Company who remain employed immediately after the Effective Time (the “Continuing Employees”) credit for purposes of eligibility to participate, vesting and determining the level of benefits, as applicable, under any employee benefit plan, program or arrangement established or maintained by the Surviving Corporation or any of its subsidiaries (including, without limitation, any employee benefit plan as defined in Section 3(3) of ERISA and any vacation or other paid time-off program or policy) for service accrued or deemed accrued prior to the Effective Time with the Company; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of any such benefit. In addition, Parent shall use commercially reasonable efforts to (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under each of the employee benefit plans established or maintained by the Surviving Corporation or any of its subsidiaries that cover the Continuing Employees or their dependents, and (ii) cause any eligible expenses incurred by any Continuing Employee and his or her covered dependents, during the portion of the plan year in which the Closing occurs, under those health and welfare benefit plans in which such Continuing Employee currently participates to be taken into account under those health and welfare benefit plans in which such Continuing Employee participates subsequent to the Closing Date for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year. Following the Closing, Surviving Corporation will honor all accrued but unused vacation and other paid time off of the Continuing Employees that existed immediately prior to the Closing.

(d) No Third-Party Beneficiaries. Notwithstanding anything herein to the contrary, each of the parties to this Agreement acknowledges and agrees that all provisions contained in this Section 6.11 are included for the sole benefit of Parent and the Company, and that nothing in this Agreement, whether express or implied, (i) shall be construed to establish, amend, or modify any employee benefit plan, program, agreement or arrangement, (ii) shall limit the right of Parent, the Company or their respective Affiliates to amend, terminate or otherwise modify any Company Benefit Plan or other employee benefit plan, agreement or other arrangement following the Closing Date, or (iii) shall confer upon any Person who is not a party to this Agreement (including any equityholder, any current or former director,

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manager, officer, employee or independent contractor of the Company, or any participant in any Company Benefit Plan or other employee benefit plan, agreement or other arrangement (or any dependent or beneficiary thereof)), any right to continued or resumed employment or recall, any right to compensation or benefits, or any third-party beneficiary or other right of any kind or nature whatsoever.

6.12. Post-Closing Directors and Officers of Parent. Subject to the terms of Parent’s Governing Documents, Parent shall take all such action within its power as may be necessary or appropriate such that immediately following the Effective Time:

(a) the Board of Directors of Parent shall consist of eight (8) directors, at least six (6) of whom shall be “independent” directors for the purposes of Nasdaq rules (each, an “Independent Director”), to initially consist of:

(i) one director to be nominated by the Sponsor prior to the Closing, to serve in the class of directors with a term expiring at Parent’s third annual meeting following the Closing Date;

(ii) seven (7) directors to be nominated by the Company in consultation with the Sponsor prior to the Closing, (x) six (6) of whom shall be Independent Directors and (y) one of whom shall be the Chief Executive Officer;

(b) the Chairperson of the Board of Directors of Parent shall initially be Aaron Easterly, who shall serve in such capacity in accordance with the terms of Parent’s Governing Documents following the Effective Time;

(c) the initial Lead Independent Director of the Board of Directors of Parent shall be designated by the Company in consultation with the Sponsor prior to the Closing;

(d) except as otherwise set forth above, the Company shall designate the class in which each member of the Board of Directors of Parent nominated pursuant to this Section 6.12 is to serve; and

(e) the initial officers of Parent shall be as set forth on Section 2.6 of the Company Disclosure Letter, who shall serve in such capacity in accordance with the terms of Parent’s Governing Documents following the Effective Time.

6.13. Indemnification and Insurance.

(a) From and after the Effective Time, Parent and the Company each agree that it shall, and shall cause its Subsidiaries to, indemnify and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries (the “Company Indemnified Parties”) and (y) Parent and each of its Subsidiaries (the “Parent Indemnified Parties” and, together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company, Parent or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Parent and the Company each agree that it shall, and shall cause its Subsidiaries to (i) maintain for a period of not less than six (6) years from the Effective Time provisions in its or their respective

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Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of its and their former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Parent or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. Parent shall assume, and be liable for, each of the covenants in this Section 6.13.

(b) For a period of six (6) years from the Effective Time, Parent shall maintain in effect directors’ and officers’ liability insurance covering those Persons who are currently covered by Parent’s, the Company’s or their respective Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to Parent or its agents or representatives) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Parent be required to pay an annual premium for such insurance in excess of three hundred percent (300%) of the aggregate annual premium payable by Parent or the Company, as applicable (whichever premium being higher), for such insurance policy for the year ended December 31, 2020; provided, however, that (i) Parent may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the Effective Time and (ii) if any claim is asserted or made within such six (6) year period, any insurance required to be maintained under this Section 6.13 shall be continued in respect of such claim until the final disposition thereof.

(c) Notwithstanding anything contained in this Agreement to the contrary, this Section 6.13 shall survive the consummation of the Merger indefinitely and shall be binding, jointly and severally, on Parent and all successors and assigns of Parent. In the event that Parent or any of its successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shall ensure that proper provision shall be made so that the successors and assigns of Parent shall succeed to the obligations set forth in this Section 6.13.

(d) On the Closing Date, Parent shall enter into customary indemnification agreements reasonably satisfactory to each of the Company and Parent with the post-Closing directors and officers of Parent, which indemnification agreements shall continue to be effective following the Closing.

6.14. Affiliate Agreements. All Affiliate Agreements set forth on Section 6.14 of the Company Disclosure Letter shall be terminated or settled, at or prior to the Closing, without further liability or obligation of any kind to Parent, Merger Sub, the Company or any of the Company’s Subsidiaries.

6.15. Section 16 Matters. Prior to the Effective Time, Parent shall take all such steps as may be reasonably required (to the extent permitted under applicable Law) to cause any acquisitions of shares of Parent Common Stock (including, in each case, securities deliverable upon exercise, vesting or settlement of any derivative securities) resulting from the transactions contemplated hereby by each individual who may become subject to the reporting requirements of Section 16(a) of the Exchange Act in connection with the transactions contemplated hereby to be exempt under Rule 16b-3 promulgated under the Exchange Act.

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6.16. Trust Account Proceeds and Related Available Equity.

(a) If (i) the amount of cash and cash equivalents available in the Trust Account immediately prior to the Closing, after deducting the amounts required to satisfy the Parent Stockholder Redemption Amount (but prior to payment of the Unpaid Transaction Expenses as contemplated by Section 2.4(d) and Section 9.6(a)) (the “Trust Amount”), plus (ii) the PIPE Investment Amount actually received by Parent prior to or substantially concurrently with the Closing, plus (iii) the Sponsor Backstop Amount and all other amounts actually received by Parent pursuant to the Sponsor Backstop Subscription Agreement prior to or substantially concurrently with the Closing, plus (iv) as of immediately prior to the Closing, the amount of cash and cash equivalents held by Parent without restriction outside of the Trust Account (other than any amounts received pursuant to any Working Capital Loans or Indebtedness (other than any Indebtedness constituting Parent Transaction Expenses)) and any interest earned on the amount of cash held inside the Trust Account, (the “Additional Parent Cash”, and the sum of the amounts set forth in the foregoing clauses (i), (ii), (iii) and (iv), the “Available Parent Cash”) is equal to or greater than $125,000,000.00 (the “Minimum Available Parent Cash Amount”), then the condition set forth in Section 7.3(c) shall be satisfied.

(b) Upon satisfaction or waiver of the conditions set forth in Article VII and provision of notice thereof to the Trustee (which notice Parent shall provide to the Trustee in accordance with the terms of the Trust Agreement), (i) in accordance with and pursuant to the Trust Agreement, at the Closing, Parent (A) shall cause any documents, opinions and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered and (B) shall use reasonable best efforts to cause the Trustee to, and the Trustee shall thereupon be obligated to (1) pay as and when due all amounts payable to Parent Stockholders pursuant to the Parent Stockholder Redemptions, and (2) pay all remaining amounts then available in the Trust Account to Parent for immediate use, subject to this Agreement and the Trust Agreement and (ii) thereafter, the Trust Account shall terminate, except as otherwise provided therein.

6.17. Nasdaq Listing. From the date hereof through the Effective Time, Parent shall ensure Parent remains listed as a public company on Nasdaq and otherwise satisfy all applicable initial and continuing listing requirements (including in connection with the consummation of the transactions contemplated hereby), and shall prepare and submit to Nasdaq a listing application which shall comply with Nasdaq rules covering the shares of Parent Common Stock issuable in the Merger (including any Earn Out Shares issuable pursuant to Section 3.7), and shall use reasonable best efforts to obtain approval for the listing of such shares of Parent Common Stock with the trading ticker “ROVR” as promptly as practicable following the date hereof and in any event as of immediately following the Effective Time, and the Company shall reasonably cooperate with Parent with respect to such listing.

6.18. Parent Public Filings. From the date hereof through the Effective Time, Parent will keep current and timely file all reports required to be filed or furnished with the SEC and otherwise comply in all material respects with its reporting obligations under applicable Laws.

6.19. PIPE Subscriptions; Sponsor Backstop Subscription Agreement. Unless otherwise approved in writing by the Company (which approval shall not be unreasonably withheld, conditioned or delayed), Parent shall not permit any amendment or modification (other than changes that are solely ministerial and other de minimis changes) to be made to, permit any waiver (in whole or in part) of, or provide consent to modify (including consent to terminate), any provision or remedy under, or any replacements of, any of the Subscription Agreements, in each case, other than any assignment or transfer contemplated therein or expressly permitted thereby (without any further amendment, modification or waiver to such assignment or transfer provision); provided, that, in the case of any such permitted assignment or transfer, the initial party to such Subscription Agreement remains bound by its obligations with respect thereto in the event that the transferee or assignee, as applicable, does not comply with its obligations to consummate the purchase of shares of Parent Common Stock contemplated thereby, and such assignment or transfer does not in any material respect increase conditionality, reduce or impair the rights of Parent under any Subscription Agreement or impede or delay the consummation of the Merger. Parent shall use its reasonable best efforts to take, or to cause to be taken, all actions required, necessary, proper

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or advisable to (a) cause all conditions in the Subscription Agreements to be satisfied and (b) subject to the satisfaction of such conditions, consummate the transactions contemplated by the Subscription Agreements on the terms described therein, including using its reasonable best efforts to enforce its rights under the Subscription Agreements, as applicable, to (x) cause the PIPE Investors to pay the applicable purchase price under each PIPE Investor’s applicable Subscription Agreement in accordance with its terms and (y) the Sponsor to fund the Sponsor Backstop Amount under the Sponsor Backstop Subscription Agreement in accordance with its terms. Without limiting the generality of the foregoing, Parent shall give the Company prompt written notice: (i) of any requested amendment to any Subscription Agreement in writing; (ii) of any material breach or material default to the knowledge of Parent (or any event or circumstance that, to the knowledge of Parent, with or without notice, lapse of time or both, would give rise to any material breach or material default) by any party to any Subscription Agreement; (iii) of the receipt of any written notice or other written communication from any party to any Subscription Agreement with respect to any actual, or to the knowledge of Parent, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any Subscription Agreement or any provisions of any Subscription Agreement; and (iv) if Parent has been informed in writing by any party to a Subscription Agreement that Parent will not receive all or any portion of the applicable purchase price under any PIPE Investor’s Subscription Agreement in accordance with its terms. Notwithstanding anything to contrary in the Sponsor Backstop Subscription Agreement, the prior written consent of the Company (which approval shall not be unreasonably withheld, conditioned or delayed) shall be required in order for the Sponsor to purchase additional shares of Parent Common Stock pursuant to Section 1.1(b) of the Sponsor Backstop Agreement.

ARTICLE VII

CONDITIONS TO OBLIGATIONS

7.1. Conditions to Obligations of Parent, Merger Sub, and the Company. The obligations of Parent, Merger Sub, and the Company to consummate, or cause to be consummated, the Merger is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by all of such parties:

(a) The Parent Stockholders Approval shall have been obtained;

(b) The Company Stockholder Approvals shall have been obtained;

(c) The waiting period or periods under the HSR Act, and any other Governmental Approvals set forth on Section 7.1(c) of the Company Disclosure Letter applicable to the transactions contemplated by this Agreement and the Ancillary Agreements, shall have been obtained, expired or been terminated, as applicable;

(d) There shall not be in force any Governmental Order, statute, rule or regulation enjoining or prohibiting the consummation of the Merger; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the parties hereto with respect to the transactions contemplated hereby;

(e) Parent shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after giving effect to the payment of the Parent Stockholder Redemption Amount

(f) The shares of Parent Common Stock to be issued in connection with the Merger (other than any Earn Out Shares issuable pursuant to Section 3.7) shall have been approved for listing on Nasdaq and such approval shall be ongoing, and not revoked or withdrawn, as of the Closing Date; and

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(g) The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn.

7.2. Conditions to Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate, or cause to be consummated, the Merger are subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by Parent and Merger Sub:

(a) (i) the Company Fundamental Representations shall be true and correct in all material respects, in each case as of the Closing Date, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all material respects at and as of such date, except for changes after the date of this Agreement which are contemplated or expressly permitted by this Agreement or the Ancillary Agreements, (ii) the representation and warranty of the Company contained in the second sentence of Section 4.24 shall be true and correct as of the Closing Date in all respects and (iii) each of the representations and warranties of the Company contained in this Agreement other than the Company Fundamental Representations and the second sentence of Section 4.24 (disregarding any qualifications and exceptions contained therein relating to materiality, material adverse effect and Company Material Adverse Effect or any similar qualification or exception) shall be true and correct as of the Closing Date, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct at and as of such date, except for, in each case, inaccuracies or omissions that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect;

(b) Each of the covenants of the Company to be performed as of or prior to the Closing shall have been performed in all material respects; and

(c) There shall not have occurred a Company Material Adverse Effect after the date of this Agreement.

7.3. Conditions to the Obligations of the Company. The obligation of the Company to consummate, or cause to be consummated, the Merger is subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by the Company:

(a) (i) The Parent Fundamental Representations shall be true and correct in all material respects as of the Closing Date, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all but de minimis respects at and as of such date, except for changes after the date of this Agreement which are contemplated or expressly permitted by this Agreement and (ii) each of the representations and warranties of Parent contained in this Agreement (other than Section 5.12) (disregarding any qualifications and exceptions contained therein relating to materiality, material adverse effect or any similar qualification or exception) shall be true and correct as of the Closing Date, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be true and correct in all material respects at and as of such date, in each case, inaccuracies or omissions that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Parent’s ability to consummate the transactions contemplated by this Agreement;

(b) Each of the covenants of Parent to be performed as of or prior to the Closing shall have been performed in all material respects; and

(c) The Available Parent Cash shall be no less than the Minimum Available Parent Cash Amount.

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ARTICLE VIII

TERMINATION/EFFECTIVENESS

8.1. Termination. This Agreement may be terminated and the transactions contemplated hereby abandoned at any time prior to the Closing:

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

(b) by the Company or Parent on or after August 11, 2021 (the “Agreement End Date”), if the Closing shall not have occurred by 5:00 p.m. (Pacific Time) on such date; provided, that neither the Company nor Parent may terminate this Agreement pursuant to this Section 8.1(b) if it (or in the case of Parent, either of Parent or Merger Sub) is in material breach of any of its obligations hereunder and such material breach causes, or results in, either (i) the failure to satisfy the conditions to the obligations of the terminating party to consummate the Closing set forth in Article VII prior to the Agreement End Date or (ii) the failure of the Closing to have occurred prior to the Agreement End Date.

(c) by the Company or Parent if any Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which has become final and nonappealable and has the effect of making consummation of the Merger illegal or otherwise preventing or prohibiting consummation of the Merger;

(d) by the Company if the Parent Stockholder Approval shall not have been obtained by reason of the failure to obtain the required vote at the Parent Stockholders’ Meeting duly convened therefor or at any adjournment or postponement thereof;

(e) by the Company if there has been a Modification in Recommendation;

(f) by Parent if (i) neither of Parent and Merger Sub are in material breach of any of their respective obligations hereunder that results or would result in any of the conditions set forth in Sections 7.1, 7.3(a) or 7.3(b) not being satisfied and (ii) the Company is in material breach of its respective representations, warranties or obligations hereunder that results or would result in any of the conditions set forth in Sections 7.1, 7.2(a) or 7.2(b) not being satisfied, and such breach is either (A) not capable of being cured prior to the Agreement End Date or (B) if curable, is not cured within the earlier of (x) thirty (30) days after the giving of written notice by Parent to the Company and (y) two (2) Business Days prior to the Agreement End Date;

(g) by Parent if the Company Stockholder Approvals shall not have been obtained within forty-eight (48) hours after the Registration Statement is declared effective by the SEC and delivered or otherwise made available to stockholders; or

(h) by the Company if (i) the Company is not in material breach of any of its obligations hereunder that results or would result in any of the conditions set forth in Sections 7.1, 7.2(a) or 7.2(b) not being satisfied and (ii) either of Parent or Merger Sub are in material breach of any of their respective representations, warranties or obligations hereunder that results or would result in any of the conditions set forth in Sections 7.1, 7.3(a) or

7.3(b) not being satisfied, and such breach is either (A) not capable of being cured prior to the Agreement End Date or (B) if curable, is not cured within the earlier of (x) thirty (30) days after the giving of written notice by the Company to Parent and (y) two (2) Business Days prior to the Agreement End Date.

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8.2. Effect of Termination. In the event that this Agreement is validly terminated in accordance with Section 8.1, then each of the parties hereto and each of their respective Affiliates, equityholders, directors, officers, employees and other representatives shall be relieved of its duties and obligations arising under this Agreement after the date of such termination and such termination shall be without liability to any of the parties; provided, however, that notwithstanding anything herein to the contrary, (i) no such termination shall relieve any party to this Agreement from liability for any willful breach of this Agreement or actual fraud by that party and (ii) the provisions of this Section 8.2 and Article IX and the Nondisclosure Agreement shall remain in full force and effect and survive any termination of this Agreement in accordance with its terms.

ARTICLE IX

MISCELLANEOUS

9.1. Trust Account Waiver. The Company acknowledges that Parent is a blank check company with the powers and privileges to effect a Business Combination. The Company further acknowledges that, as described in the prospectus dated December 9, 2020 (the “Prospectus”) available at www.sec.gov, substantially all of Parent assets consist of the cash proceeds of Parent’s initial public offering and private placements of its securities and substantially all of those proceeds have been deposited in a trust account for the benefit of Parent, certain of its public stockholders and the underwriters of Parent’s initial public offering (the “Trust Account”). The Company acknowledges that it has been advised by Parent that funds in the Trust Account may be disbursed only in accordance with the Trust Agreement and Parent’s Governing Documents. For and in consideration of Parent entering into this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Company hereby irrevocably waives any right, title, interest or claim of any kind it has or may have in the future in or to any monies in the Trust Account and agree not to seek recourse against the Trust Account; provided, that (x) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against Parent for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of the transactions (including a claim for Parent to specifically perform its obligations under this Agreement and cause the disbursement of the balance of the cash remaining in the Trust Account (after giving effect to the Parent Stockholder Redemptions) to the Company in accordance with the terms of this Agreement and the Trust Agreement) so long as such claim would not affect Parent’s ability to fulfill its obligation to effectuate the Parent Stockholder Redemptions, or for fraud and (y) nothing herein shall serve to limit or prohibit any claims that the Company may have in the future against Parent’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds).

9.2. Waiver. Each provision in this Agreement may only be waived by written instrument making specific reference to this Agreement signed by the party against whom enforcement of any such provision so waived is sought. No action taken pursuant to this Agreement, including any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

9.3. Notices. All notices and other communications under this Agreement shall be in writing and shall be deemed given (a) when delivered personally by hand (with written confirmation of receipt by other than automatic means, whether electronic or otherwise), (b) when sent by email (with no automated reply, such as an out-of-office notification, no mail undeliverable notification or other rejection notice) or (c) one (1) Business Day following the day sent by an internationally recognized overnight courier (with written confirmation of receipt), in each case, at the following addresses or e-mail addresses (or to such other address or e-mail address as a party may have specified by notice given to the other party pursuant to this provision):

(a) If to Parent or Merger Sub prior to the Closing, or to Parent after the Effective Time, to:

Nebula Caravel Acquisition Corp.

Four Embarcadero Center, Suite 2100

San Francisco, California 94111

Attention:  [                ]

Email:       [                 ]

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with copies (which shall not constitute actual or constructive notice) to:

Simpson Thacher & Bartlett LLP

2475 Hanover Street

Palo Alto, CA 94304

Attention: [                ]

                 [                 ]

Email:      [                ]

                 [                 ]

(b) If to the Company prior to the Closing, or to the Surviving Corporation after the Effective Time, to:

A Place for Rover, Inc.

711 Capitol Way S., Suite 204,

Olympia, WA 98501

Attention: [                ]

Email:      [                ]

with copies (which shall not constitute actual or constructive notice) to:

Wilson Sonsini Goodrich & Rosati One Market Plaza

Spear Tower, Suite 3300

San Francisco, CA 94105-1126

Attention: [                ]

Email:       [                ]

and

Wilson Sonsini Goodrich & Rosati

701 Fifth Avenue, Suite 5100

Seattle, WA 98104

Attention: [                ]

Email:       [                ]

or to such other address or addresses as the parties may from time to time designate in writing. Copies delivered solely to outside counsel shall not constitute notice.

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9.4. Assignment. No party hereto shall assign this Agreement or any part hereof without the prior written consent of the other parties and any such transfer without prior written consent shall be void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.

9.5. Rights of Third Parties. Except as required by applicable Law, nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give any Person, other than the parties hereto, any right or remedies under or by reason of this Agreement; provided, however, that (a) the D&O Indemnified Parties and the past, present and future directors, managers, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys, advisors and representatives of the parties, and any Affiliate of any of the foregoing (and their successors, heirs and representatives), are intended third-party beneficiaries of, and may enforce, Section 6.13 and (b) the Nonparty Affiliates are intended third-party beneficiaries of, and may enforce, Section 9.16.

9.6. Expenses.

(a) Except as otherwise set forth in this Agreement, each party hereto shall be responsible for and pay its own expenses incurred in connection with this Agreement and the transactions contemplated hereby, including all fees of its legal counsel, financial advisers and accountants; provided, that if the Closing shall occur, Parent shall pay or cause to be paid, the Unpaid Transaction Expenses in accordance with Section 2.4(d). For the avoidance of doubt, any payments to be made (or to cause to be made) by Parent pursuant to this Section 9.6(a) shall be paid upon consummation of the Merger and release of proceeds from the Trust Account.

(b) The Company shall bear and pay all Transfer Taxes incurred by the parties to this Agreement in connection with the transactions contemplated by this Agreement. The party required by Law to do so shall file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes and, if required by applicable Law, the other parties shall, and shall cause their respective Affiliates to, join in the execution of any such Tax Returns and other documentation.

9.7. Governing Law; Jurisdiction. This Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by and construed in accordance with the law of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws. Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, the Delaware Superior Court or the United States District Court for the District of Delaware), and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, the Delaware Supreme Court or the United States District Court for the District of Delaware), (b) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) in the Delaware Court of Chancery or in the

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Delaware Supreme Court or the United States District Court for the District of Delaware, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and (d) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties hereto agrees that service of process, summons, notice or document by registered mail addressed to it at the applicable address set forth in Section 9.3 shall be effective service of process for any suit, action or proceeding brought in any such court.

9.8. Waiver of Jury Trial. THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, EXECUTION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE TRIAL BY JURY AND THAT ANY ACTION OR PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

9.9. Company and Parent Disclosure Letters. The Company Disclosure Letter and the Parent Disclosure Letter (including, in each case, any section thereof) referenced herein are a part of this Agreement as if fully set forth herein. All references herein to the Company Disclosure Letter or the Parent Disclosure Letter (including, in each case, any section thereof) shall be deemed references to such parts of this Agreement, unless the context shall otherwise require. Any disclosure made by a party in the applicable Disclosure Letter, or any section thereof, with reference to any section of this Agreement or section of the applicable Disclosure Letter shall be deemed to be a disclosure with respect to such other applicable sections of this Agreement or sections of applicable Disclosure Letter if it is reasonably apparent on the face of such disclosure that such disclosure is responsive to such other section of this Agreement or section of the applicable Disclosure Letter. Certain information set forth in the Disclosure Letters is included solely for informational purposes and may not be required to be disclosed pursuant to this Agreement. The disclosure of any information shall not be deemed to constitute an acknowledgment that such information is required to be disclosed in connection with the representations and warranties made in this Agreement, nor shall such information be deemed to establish a standard of materiality.

9.10. Entire Agreement. (a) This Agreement (together with the Company Disclosure Letter and the Parent Disclosure Letter), (b) the Sponsor Support Agreement, the Sponsor Backstop Subscription Agreement and the Company Holders Support Agreement (the “Ancillary Agreements”) and (c) the Nondisclosure Agreement, dated as of December 22, 2020, between Parent and the Company (the “Nondisclosure Agreement”), constitute the entire agreement among the parties to this Agreement relating to the transactions contemplated hereby and supersede any other agreements, whether written or oral, that may have been made or entered into by or among any of the parties hereto or any of their respective Subsidiaries relating to the transactions contemplated hereby. No representations, warranties, covenants, understandings, agreements, oral or otherwise, relating to the transactions contemplated hereby exist between such parties except as expressly set forth in this Agreement and the Ancillary Agreements.

9.11. Amendments. Subject to applicable Law, the parties hereto may modify or amend this Agreement, by written agreement executed and delivered by the duly authorized officers of each of the respective parties; provided, that no amendment shall be made to this Agreement after the Effective Time; provided, further, that after receipt of Parent Stockholder Approval, if any such amendment shall by applicable Law or Parent’s Governing Documents require further approval of the Parent Stockholders, the effectiveness of such amendment shall be subject to the approval of the Parent Stockholders.

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9.12. Publicity.

(a) All press releases or other public communications relating to the transactions contemplated hereby, and the method of the release for publication thereof, shall prior to the Closing be subject to the prior mutual approval of Parent and the Company, which approval shall not be unreasonably withheld by any party; provided, that no party shall be required to obtain consent pursuant to this Section 9.12(a) to the extent any proposed release or statement is substantially equivalent to the information that has previously been made public without breach of the obligation under this Section 9.12(a).

(b) The restriction in Section 9.12(a) shall not apply to the extent the public disclosure is required by applicable securities Law, any Governmental Authority or stock exchange rule; provided, however, that in such an event, the party making the announcement shall use its reasonable best efforts to consult with the other party in advance of such disclosure as to its form, content and timing. Disclosures resulting from the parties’ efforts to obtain approval or early termination under the HSR Act and to make any relating filing shall be deemed not to violate this Section 9.12.

9.13. Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement shall remain in full force and effect. The parties further agree that if any provision contained herein is, to any extent, held invalid or unenforceable in any respect under the Laws governing this Agreement, they shall take any actions necessary to render the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by Law and, to the extent necessary, shall amend or otherwise modify this Agreement to replace any provision contained herein that is held invalid or unenforceable with a valid and enforceable provision giving effect to the intent of the parties.

9.14. Headings; Counterparts. The headings in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

9.15. Enforcement. The parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the parties hereto do not perform the provisions of this Agreement (including failing to take such actions as are required of them in order to consummate the Merger) in accordance with its specified terms or otherwise breach or threaten to breach such provisions. The parties acknowledge and agree that the parties hereto shall be entitled, in addition to any other remedy to which they are entitled at law or in equity, to an injunction, specific performance and other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions hereof. Without limiting the foregoing, each of the parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that (i) there is adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or in equity. Any party seeking an order or injunction to prevent breaches or threatened breaches and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction.

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9.16. Non-Recourse. Except to the extent otherwise set forth in the Ancillary Agreements, all claims, obligations, liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as parties in the preamble to this Agreement (the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, representative or assignee of, and any financial advisor to any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, representative or assignee of, and any financial advisor or lender to, any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach (other than as set forth in the Ancillary Agreements), and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, except to the extent otherwise set forth in the Ancillary Agreements, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement.

9.17. Non-Survival of Representations, Warranties and Covenants. Except in the case of claims against a party to this Agreement in respect of such party’s actual fraud, each of the representations, warranties, covenants, obligations or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall not survive the Closing and shall terminate and expire upon the occurrence of the Effective Time (and there shall be no liability after the Closing in respect thereof), except for (a) those covenants and agreements contained herein that by their terms expressly apply in whole or in part after the Closing and then only with respect to any breaches occurring after the Closing and (b) this Article IX.

9.18. Legal Representation.

(a) Parent hereby agrees on behalf of its directors, members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including after the Closing, the Surviving Corporation) (all such parties, the “WSGR Waiving Parties”), that Wilson Sonsini Goodrich & Rosati (“WSGR”) may represent the stockholders or holders of other equity interests of the Company or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “WSGR WP Group”), in each case, solely in connection with any Action or obligation arising out of or relating to this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby, notwithstanding its prior representation of the Company and its Subsidiaries or other WSGR Waiving Parties, and each of Parent and the Company on behalf of itself and the WSGR Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from or relating to WSGR’s prior representation of the Company, its Subsidiaries or of WSGR Waiving Parties. Parent and the Company, for itself and the WSGR Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Company and its Subsidiaries or any member of

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the WSGR WP Group and WSGR, made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Surviving Corporation notwithstanding the Merger, and instead survive, remain with and are controlled by the WSGR WP Group (the “WSGR Privileged Communications”), without any waiver thereof. Parent and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the WSGR Privileged Communications, whether located in the records or email server of the Surviving Corporation and its Subsidiaries, in any Action against or involving any of the parties after the Closing, and Parent and the Company agree not to assert that any privilege has been waived as to the WSGR Privileged Communications, by virtue of the Merger.

(b) Each of Parent and the Company hereby agrees on behalf of its directors, members, partners, officers, employees and Affiliates and each of their respective successors and assigns (including after the Closing, the Surviving Corporation) (all such parties, the “STB Waiving Parties”), that Simpson Thacher & Bartlett LLP (“STB”) may represent the stockholders or holders of other equity interests of the Sponsor or of Parent or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “STB WP Group”), in each case, solely in connection with any Action or obligation arising out of or relating to this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby, notwithstanding its prior representation of the Sponsor, Parent and its Subsidiaries, or other STB Waiving Parties. Each of Parent and the Company, on behalf of itself and the STB Waiving Parties, hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising from or relating to STB’s prior representation of the Sponsor, Parent and its Subsidiaries, or other STB Waiving Parties. Each of Parent and the Company, for itself and the STB Waiving Parties, hereby further irrevocably acknowledges and agrees that all privileged communications, written or oral, between the Sponsor, Parent, or its Subsidiaries, or any other member of the STB WP Group, on the one hand, and STB, on the other hand, made prior to the Closing, in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Surviving Corporation notwithstanding the Merger, and instead survive, remain with and are controlled by the STB WP Group (the “STB Privileged Communications”), without any waiver thereof. Parent and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the STB Privileged Communications, whether located in the records or email server of the Surviving Corporation and its Subsidiaries, in any Action against or involving any of the parties after the Closing, and Parent and the Company agree not to assert that any privilege has been waived as to the STB Privileged Communications, by virtue of the Merger.

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IN WITNESS WHEREOF the parties have hereunto caused this Agreement to be duly executed as of the date first above written.

NEBULA CARAVEL ACQUISITION CORP.
By:	/s/ Adam H. Clammer
Name:	Adam H. Clammer
Title:	Chief Executive Officer
FETCH MERGER SUB, INC.
By:	/s/ Adam H. Clammer
Name:	Adam H. Clammer
Title:	Chief Executive Officer
A PLACE FOR ROVER, INC.
By:	/s/ Aaron Easterly
Name:	Aaron Easterly
Title:	Chief Executive Officer

[Signature Page to Business Combination Agreement and Plan of Merger]

EX-10.1

Exhibit 10.1

SPONSOR SUPPORT AGREEMENT

This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of February 10, 2021 by and among Nebula Caravel Holdings, LLC, a Delaware limited liability company (the “Sponsor”), the other Persons set forth on Schedule I hereto (together with the Sponsor, each, a “Sponsor Party” and, together, the “Sponsor Parties”), Nebula Caravel Acquisition Corp., a Delaware corporation (“Parent”), and A Place for Rover, Inc. d/b/a Rover, a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).

RECITALS

WHEREAS, as of the date hereof, the Sponsor Parties collectively are the holders of record and the “beneficial owners” (within the meaning of Rule 13d-3 under the Exchange Act) of 6,875,000 shares of Parent B Common Stock (such shares, the “Subject Shares”) and 5,166,667 Parent Private Placement Warrants (such warrants, the “Subject Warrants”) in the aggregate as set forth on Schedule I attached hereto;

WHEREAS, concurrently with the execution and delivery of this Sponsor Agreement, Parent, Fetch Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and the Company, are entering into a Business Combination Agreement and Plan of Merger (as amended, restated, modified or supplemented from time to time, the “Merger Agreement”), dated as of the date hereof, pursuant to which, among other transactions, Merger Sub shall merge with and into the Company, with the Company continuing on as the surviving entity on the terms and conditions set forth therein; and

WHEREAS, as an inducement to Parent and the Company to enter into the Merger Agreement and to consummate the transactions contemplated thereby, the parties hereto desire to agree to certain matters as set forth herein.

AGREEMENT

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

ARTICLE I

SPONSOR SUPPORT AGREEMENT; COVENANTS

1.1 Binding Effect of Merger Agreement. Each Sponsor Party hereby acknowledges that it has read the Merger Agreement and this Sponsor Agreement and has had the opportunity to consult with its tax and legal advisors. Each Sponsor Party shall be bound by and comply with Sections 6.6 (No Solicitation by Parent) and 9.12 (Publicity) of the Merger Agreement (and any relevant definitions contained in any such Sections) as if such Sponsor Party was an original signatory to the Merger Agreement with respect to such provisions. Each Sponsor Party agrees to take all necessary action (to the extent such action is not prohibited by applicable Law and within such Sponsor Party’s control) to cause the Board of Directors of Parent to be reconstituted and comprised of the members described in Section 6.12 of the Merger Agreement immediately following the Effective Time.

1.2 No Transfer. During the period commencing on the date hereof and ending on the earlier of (a) the Effective Time and (b) such date and time as the Merger Agreement shall be terminated in accordance with Section 8.1 thereof (the earlier of (a) and (b), the “Expiration Time”), each Sponsor Party shall not, directly or indirectly, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, file (or participate in the filing of) a registration statement with the SEC (other than the Proxy Statement/Registration Statement) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to any shares of Parent Common Stock (“Parent Common Shares”) or Parent Warrants owned by such Sponsor Party, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any shares of Parent Common Shares or Parent Warrants owned by such Sponsor Party or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (clauses (i), (ii) and (iii) collectively, a “Transfer”).

1.3 New Shares. In the event that (a) any Parent Common Shares, Parent Warrants or other Parent Securities are issued to a Sponsor Party after the date of this Sponsor Agreement pursuant to any stock dividend, stock split, recapitalization, reclassification, combination or exchange of Parent Common Shares or Parent Warrants of, on or affecting the Parent Common Shares or Parent Warrants owned by such Sponsor Party, (b) a Sponsor Party purchases or otherwise acquires beneficial ownership of any Parent Common Shares, Parent Warrants or other Parent Securities after the date of this Sponsor Agreement and prior to the Closing, or (c) a Sponsor Party acquires the right to vote or share in the voting of any Parent Common Shares or other Parent after the date of this Sponsor Agreement (such Parent Common Shares, Parent Warrants or other Parent, collectively the “New Securities”), then such New Securities acquired or purchased by such Sponsor Party shall be subject to the terms of this Sponsor Agreement (other than the provisions of Section 1.9, which, for the avoidance of doubt, shall only apply to Subject Shares and Subject Warrants) to the same extent as if they constituted the Parent Common Shares or Parent Warrants owned by such Sponsor Party as of the date hereof. For purposes of this Agreement, “Parent Securities” means (i) any outstanding shares of capital stock of, or other equity or voting interest in, the Parent, (ii) any outstanding securities of Parent or any of its Subsidiaries convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, Parent or any of its Subsidiaries, (iii) any outstanding options, warrants, rights or other commitments or agreements to acquire from Parent or any of its Subsidiaries, or that obligate Parent or any of its Subsidiaries to issue or register, or that restrict the transfer or voting of, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, Parent or any of its Subsidiaries, (iv) any obligations of Parent or any of its Subsidiaries to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock of, or other equity or voting interest (including any voting debt) in, Parent or any of its Subsidiaries.

1.4 Closing Date Deliverables. On the Closing Date, (a) each of the Sponsor and each other Sponsor Party that holds Subject Shares shall deliver to Parent and the Company a duly executed copy of that certain Investor Rights Agreement, by and among Parent, the Company, the Sponsor, certain of the Company’s stockholders or their respective Affiliates, as applicable, and the other parties thereto, in substantially the form attached as Exhibit C to the Merger Agreement (b) each Sponsor Party shall deliver to Parent and the Company a duly executed copy of that certain Lock-Up Agreement, by and among Parent, the Company, the Sponsor, certain of the Company’s stockholders or their respective affiliates, as applicable, and the other parties thereto, in substantially the form attached as Exhibit D to the Merger Agreement.

1.5 Sponsor Agreements.

(a) From the date hereof until the Expiration Time, each Sponsor Party hereby unconditionally and irrevocably agrees that, at any meeting of the stockholders of Parent, however called, or at any adjournment thereof, or in any other circumstance in which the vote, consent or other approval of

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the stockholders of Parent is sought, each Sponsor Party shall (i) appear at each such meeting or otherwise cause all of its Parent Common Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or cause to be voted), or execute and deliver a written consent (or cause a written consent to be executed and delivered) covering, in person or by proxy, all of its Parent Common Shares:

(i) in favor of each Transaction Proposal;

(ii) against any Business Combination Proposal or any proposal relating to a Business Combination Proposal (in each case, other than the Transaction Proposals);

(iii) against any merger agreement, merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Parent (other than the Merger Agreement and the transactions contemplated thereby);

(iv) against any change in the business, management or Board of Directors of Parent (other than in connection with the Transaction Proposals); and

(v) against any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement, any Ancillary Agreement or the Merger, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of Parent or the Merger Sub under the Merger Agreement or any Ancillary Agreement, (C) result in any of the conditions set forth in Article VII of the Merger Agreement not being fulfilled or (D) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, Parent or any other Parent Securities (except in connection with the Merger Agreement and the transactions contemplated thereby).

Each Sponsor Party hereby agrees that it shall not commit or agree to take any action inconsistent with the foregoing.

(b) Each Sponsor Party shall comply with, and fully perform all of its obligations, covenants and agreements set forth in, that certain Letter Agreement, dated as of December 8, 2020, by and among the Sponsor Parties, Parent and certain other parties thereto (the “Voting Letter Agreement”), including, without limitation, the obligations of the Sponsor Parties pursuant to Section 1 therein to not redeem any Parent Common Shares owned by such Sponsor Party in connection with the transactions contemplated by the Merger Agreement.

(c) During the period commencing on the date hereof and ending on the Expiration Time, each Sponsor Party shall not modify or amend any Contract (other than the Sponsor Backstop Subscription Agreement, which shall be subject to the provisions of Section 6.19 of the Merger Agreement) between or among such Sponsor Party, anyone related by blood, marriage or adoption to such Sponsor Party or any Affiliate of such Sponsor Party (other than Parent or any of its Subsidiaries), on the one hand, and Parent or any of Parent’s Subsidiaries, on the other hand, including, for the avoidance of doubt, the Voting Letter Agreement, without the prior written consent of the Company.

1.6 Additional Agreements. Parent and each Sponsor party hereby irrevocably and unconditionally agree that, if any amounts outstanding under any Working Capital Loan are extended to Parent or any Subsidiary of Parent by any Sponsor Party as of the Closing, then notwithstanding the terms of any promissory note or other document evidencing such Working Capital Loan or any other Contract to which Parent or Sponsor is bound, Parent shall repay such outstanding amounts to such Sponsor Parties at the Closing solely in cash, and such Sponsor Party shall not require any portion of such repayment to occur in the form of Parent Securities.

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1.7 Further Assurances. Each Sponsor Party shall execute and deliver, or cause to be delivered, such additional documents, and take, or cause to be taken, all such further actions and do, or cause to be done, all things reasonably necessary (including under applicable Laws), to effect the actions required to consummate the Mergers and the other transactions contemplated by this Agreement and the Merger Agreement, in each case, on the terms and subject to the conditions set forth therein and herein, as applicable.

1.8 No Inconsistent Agreement. Each Sponsor Party hereby represents and covenants that such Sponsor Party has not entered into, and shall not enter into, any agreement that would restrict, limit or interfere with the performance of such Sponsor Party’s obligations hereunder.

1.9 Vesting and Forfeiture Provisions.

(a) No Transfer of Subject Shares. Each Sponsor Party agrees that, on the Closing Date, all of the Subject Shares (and not, for the avoidance of doubt, any other Parent Common Shares acquired or purchased by such Sponsor Party, whether pursuant to the Sponsor Backstop Subscription Agreement, or otherwise) held of record by such Sponsor Party as of the Closing shall be subject to the vesting and forfeiture provisions set forth in this Section 1.9. Each Sponsor Party agrees that it shall not directly or indirectly Transfer any Subject Shares held of record by such Sponsor Party prior to the date such Subject Shares become vested pursuant to this Section 1.9.

(b) Vesting and Forfeiture of Subject Shares.

(i) In the event (x) there are no Parent Stockholder Redemptions or (y) no Backstop Shares (as defined in the Sponsor Backstop Subscription Agreement) are purchased at the Closing pursuant to the Sponsor Backstop Subscription Agreement, the Subject Shares held of record by each Sponsor Party shall vest and no longer be subject to forfeiture as follows:

(A) 40% of such Subject Shares (i.e., 2,750,000 Subject Shares held of record in the aggregate by all Sponsor Parties at the Closing) shall vest upon the occurrence of a Triggering Event I;

(B) 40% of such Subject Shares (i.e., 2,750,000 Subject Shares held of record in the aggregate by all Sponsor Parties at the Closing) shall vest upon the occurrence of a Triggering Event II; and

(C) 20% of such Subject Shares (i.e., 1,375,000 Subject Shares held of record in the aggregate by all Sponsor Parties at the Closing) shall vest upon the occurrence of a Triggering Event III.

(ii) In the event the Sponsor Backstop Amount is greater than zero (0), the Subject Shares held of record by each Sponsor Party shall vest or forfeit as follows:

(A) a number of such Subject Shares equal to the product of (x) 50% multiplied by (y) the quotient of (1) the Sponsor Backstop Amount divided by (2) $50,000,000, shall vest and no longer be subject to forfeiture (except pursuant to Section 1.9(b)(iii)) at the Closing (provided, that such number shall be capped at (A) 50% of the Subject Shares held of record by such Sponsor Party at the Closing and (B) 3,437,500 Subject Shares held of record in the aggregate by all Sponsor Parties at the Closing);

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(B) to the extent the Parent Stockholder Redemption Amount is greater than the Sponsor Backstop Amount, (such difference, capped at a maximum amount of $200,000,000, the “Excess Amount”), a number of such Subject Shares equal to the product of (x) 50% multiplied by (y) the quotient of (1) the Excess Amount divided by (2) $200,000,000, shall not vest and shall be forfeited as of immediately prior to the Closing as provided in Section 1.9(d) below (provided, that such number shall be capped at (A) 50% of the Subject Shares held of record by such Sponsor Party at the Closing and (B) 3,437,500 Subject Shares held of record in the aggregate by all Sponsor Parties at the Closing); and

(C) with respect to any Subject Shares that do not vest in accordance with Section 1.9(b)(ii)(A) or are not forfeited in accordance with Section 1.9(b)(ii)(B) (such shares, the “Remaining Subject Shares”) shall vest and no longer be subject to forfeiture as follows:

(1) 40% of the Remaining Subject Shares shall vest upon the occurrence of a Triggering Event I;

(2) 40% of the Remaining Subject Shares shall vest upon the occurrence of a Triggering Event II; and

(3) 20% of the Remaining Subject Shares shall vest upon the occurrence of a Triggering Event III.

(iii) In the event that, at the Closing, the Unpaid Parent Expenses exceed the sum of (x) the Additional Parent Cash, plus (y) $20,000,000 (the amount of such excess, the “Expenses Excess Amount”), then a number of Subject Shares in the aggregate equal to the quotient of (i) the Expenses Excess Amount divided by (ii) $10.00 (which shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to Parent Common Stock occurring prior to the Effective Time) shall be forfeited as of immediately prior to the Closing as provided in Section 1.9(d) below, with each Sponsor Party bearing its pro rata amount (based on the number of Subject Shares held of record by such Sponsor Party relative to the number of Subject Shares held of record by all the Sponsor Parties) of such forfeiture; provided, that (x) any such forfeiture shall be applied first from the Remaining Subject Shares, and the balance of such forfeiture shall be applied to the Subject Shares vested pursuant to Section 1.9(b)(ii)(A) and (y) before any such forfeiture shall be applied, the Sponsor and/or the Sponsor Parties shall be permitted to pay such Expenses Excess Amount in cash prior to or concurrently with the Closing without further liability to Parent or any of its Subsidiaries (in which case, the Expenses Excess Amount shall be reduced on a dollar-for-dollar basis by the amount paid or to be paid by Sponsor and/or the Sponsor Parties prior to or concurrently with the Closing).

(iv) For the avoidance of doubt, for all purposes of this Section 1.9, (i) each Triggering Event shall only occur once, if at all and (ii) multiple Triggering Events may occur at the same time. For illustrative purposes only, in the event the Sponsor Backstop Amount is zero (0) and a Triggering Event III occurs (with no previous Triggering Event having occurred), then a Triggering Event I and Triggering Event II shall also have occurred, and 100% of each Sponsor Party’s Subject Shares shall vest upon the occurrence of such Triggering Events. Notwithstanding anything herein to the contrary, if, during the Earn Out Period, there is a Change of Control, then immediately prior to the consummation of such Change of Control: (a) any Triggering Event that has not previously occurred shall be deemed to have occurred; and (b) all unvested Subject Shares shall vest and all Subject Shares shall be eligible to participate

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in such Change of Control. Notwithstanding anything herein or in the Merger Agreement to the contrary, for all purposes of this Sponsor Agreement, the Parent Stockholder Redemption Amount shall be calculated on the basis that the amount paid with respect to each share of Parent Common Stock in connection with all Parent Stockholder Redemptions is $10.00 (which shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to Parent Common Stock occurring prior to the Effective Time). Notwithstanding anything in this Section 1.9 to the contrary, references to specific numbers of Subject Shares in this Section 1.9 shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to Parent Common Stock occurring from time to time.

(v) Upon the expiration of the Earn-Out Period, any Subject Shares or Remaining Subject Shares, as applicable, that have not vested as of such time shall be forfeited in accordance with Section 1.9(d).

(c) Forfeiture of Subject Warrants.

(i) The Sponsor shall forfeit 2,166,667 Subject Warrants as of immediately prior to the Closing as provided in Section 1.9(d) below. In addition, if the Excess Amount is greater than zero (0), the Sponsor shall forfeit as of immediately prior to the Closing as provided in Section 1.9(d) below a number of additional Subject Warrants equal to the product of (x) 1,500,000 multiplied by (y) the quotient of (A) the Excess Amount divided by (B) $200,000,000 (provided, that such number shall be capped at 1,500,000 of the Subject Warrants held of record by such Sponsor at the Closing). For purposes of this Agreement, “Remaining Subject Warrants” shall mean any Subject Warrants not forfeited pursuant to this Section 1.9(c)(i).

(ii) Notwithstanding the terms of the Warrant Agreement, dated December 8, 2020, among Parent and American Stock Transfer & Trust Company, LLC, as warrant agent (the “Sponsor Warrant Agreement”), if at any time following the Closing a Triggering Event IV occurs, then Parent shall thereafter be entitled to provide written notice to the Sponsor requiring the Sponsor to exercise not less than all of the Remaining Subject Warrants. Any such exercise shall take place within thirty (30) days of receipt of the written notice from Parent specified in the foregoing sentence and the Subject Warrants shall be exercisable for cash or on a “cashless basis” (at the election of the Sponsor) in accordance with the provisions of the Sponsor Warrant Agreement. For purposes of this Agreement, a “Triggering Event IV” means that the VWAP of Parent Class A Common Stock is, at any time following the Closing, greater than or equal to $18.00 over any twenty (20) Trading Days within any thirty (30) Trading Day period (which shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to Parent Class A Common Stock occurring on or after the Closing).

(d) Forfeiture Procedures. Notwithstanding the provisions of Section 1.2, Subject Shares and Subject Warrants that are forfeited pursuant to this Section 1.9(d), shall, as of the applicable time, be deemed to have been automatically and irrevocably surrendered, assigned and Transferred by the applicable forfeiting Sponsor Party to Parent without any consideration for such Transfer and Parent shall cancel such shares and/or warrants without any further action or consent of such forfeiting Sponsor Party. Parent and the applicable Sponsor Party shall take all action as reasonably requested by Parent (including by executing and delivering any agreements, instruments, certificates or powers of attorney) in order to effect such forfeiture, and otherwise to reflect the assignment, Transfer and recapture of such shares by Parent, without any consideration, and to vest Parent with full right, title and possession of such shares. Each Sponsor Party agrees that Parent and American Stock Transfer & Trust Company, LLC, as transfer agent for the Company or warrant agent, as applicable, and any successor thereto, shall be entitled to rely conclusively on the terms of this Agreement in connection with taking any such action necessary or advisable in connection with such forfeiture, including by amending and restating the Sponsor Warrant Agreement.

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(e) Allocation of Vesting and Forfeiture. Notwithstanding anything in this Section 1.9 to the contrary, in connection with any vesting or forfeiture of any Subject Shares and Subject Warrants pursuant to this Section 1.9, the Sponsor shall be entitled to allocate the amount of any such vesting or forfeiture in any manner among the Sponsor Parties provided that such allocation does not increase or reduce the aggregate amount of such Subject Shares and Subject Warrants subject to vesting or forfeiture.

(f) Voting and Dividends. Each Sponsor Party shall be entitled to vote its unvested Subject Shares and receive dividends and other distributions (whether payable in the form of cash, stock or other assets), and to have all other economic rights (including, without limitation, the right to receive any consideration payable upon conversion or exchange), in each case, with respect to such Subject Shares or Remaining Subject Shares, as applicable, while they remain unvested.

(g) Voting Letter Agreement. With effect at the Closing, the provisions in this Section 1.9 shall supersede the lock-up provisions contained in Section and 7(a) of the Voting Letter Agreement, which provisions in such letter agreement shall be of no further force or effect.

1.10 Waiver of Adjustment Provisions. Notwithstanding anything to the contrary in any other document, agreement or contract to which a Sponsor Party is bound, but subject in all cases to the vesting and forfeiture provisions of Section 1.9, each Sponsor Party (for itself, himself or herself and for its, his or her successors, heirs, assigns and permitted transferees) hereby (but subject to the consummation of the Merger) irrevocably and unconditionally waives and agrees not to exercise or assert, any rights to adjustment or other anti-dilution protections with respect to the rate at which shares of Parent Class B Common Stock convert into shares of Parent Class A Common Stock in connection with the transactions contemplated by the Merger Agreement and, in furtherance of the foregoing, each Sponsor Party hereby agrees and acknowledges that each share of Parent Class B Common Stock shall convert into shares of Parent Class A Common Stock on a one-for-one basis automatically upon the occurrence of the Effective Time, such waiver, agreement and acknowledgement constituting sufficient and necessary waiver under the terms of Parent’s Certificate of Incorporation (the “Parent Charter”) to waive any and all adjustments to the Initial Conversion Ratio (as defined in the Parent Charter) in connection with, and subject to, the consummation of the Merger.

1.11 Permitted Transfers. Notwithstanding the provisions set forth in Sections 1.2 and 1.9, each Sponsor Party may make Transfers of shares of Parent Common Stock, Parent Warrants and shares of Parent Common Stock issued or issuable upon the exercise or conversion of the Parent Warrants (i) to (A) Parent’s or the Sponsor’s officers or directors, or (B) any Affiliate of such Sponsor Party, including any related investment funds or vehicles controlled or managed by the Sponsor Parties or their respective Affiliates (provided, that no Transfer pursuant to this clause (B) shall be permitted to any limited partners in such related investment funds); (ii) in the case of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person or entity; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; (v) to a nominee or custodian of a Person to whom a Transfer would be permitted under clauses (i) through (iv) above; (vii) in connection with any bona fide mortgage, encumbrance, pledge or other grant of a security interest to one or more financial or lending institutions as collateral or security for or in connection with any bona fide loans, advances or extensions of credit or debt transaction (or enforcement thereunder) entered into by such

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Sponsor Party or any of its Affiliates, or any refinancings thereof, and any Transfers upon foreclosure thereof; or (viii) in connection with any legal, regulatory or other order; provided, however, that in the case of the foregoing clauses (i) through (viii) the transferee must enter into a written agreement with the Company agreeing to be bound by this Agreement as a Sponsor Party prior to the effectiveness of such Transfer. Notwithstanding the foregoing, each Sponsor Party shall hold any Subject Shares that have not become vested pursuant to Section 1.9 of record, in its name on the books and records of the Company’s transfer agent.

1.12 No Challenges. Each Sponsor Party agrees not to commence or join in or knowingly facilitate, assist or encourage, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective successors or directors (except in any case arising out of the fraud of willful misconduct of such parties), (a) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (b) alleging a breach of any fiduciary duty of any Person in connection with the evaluation, negotiation or entry into the Merger Agreement. Notwithstanding the foregoing, nothing herein shall be deemed to prohibit such Sponsor Party from enforcing such Sponsor Party’s rights under this Agreement and the other agreements entered into in by such Sponsor Party in connection herewith.

1.13 Affiliate Agreements. Each Sponsor Party hereby agrees and consents to the termination of the Contracts set forth on Schedule III attached hereto to which such Sponsor Party is party, effective as of the Effective Time without any further liability or obligation to Parent, the Company or their respective Subsidiaries.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

2.1 Representations and Warranties of the Sponsor Parties. Each Sponsor Party represents and warrants as of the date hereof to Parent and the Company (solely with respect to itself, himself or herself and not with respect to any other Sponsor Party) as follows:

(a) Organization; Due Authorization. If such Sponsor Party is not an individual, it is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and the execution, delivery and performance of this Sponsor Agreement and the consummation of the transactions contemplated hereby are within such Sponsor Party’s corporate, limited liability company or organizational powers and have been duly authorized by all necessary corporate, limited liability company or organizational actions on the part of such Sponsor Party. If such Sponsor Party is an individual, such Sponsor Party has full legal capacity, right and authority to execute and deliver this Sponsor Agreement and to perform his or her obligations hereunder. This Sponsor Agreement has been duly executed and delivered by such Sponsor Party and, assuming due authorization, execution and delivery by the other parties to this Sponsor Agreement, this Sponsor Agreement constitutes a legally valid and binding obligation of such Sponsor Party, enforceable against such Sponsor Party in accordance with the terms hereof, subject to the Enforceability Exceptions. If this Sponsor Agreement is being executed in a representative or fiduciary capacity, the Person signing this Sponsor Agreement has full power and authority to enter into this Sponsor Agreement on behalf of the applicable Sponsor Party.

(b) Ownership. Such Sponsor Party is, as of the date hereof, the record and beneficial owner (as defined in the Securities Act) of, and has good title to, all of such Sponsor Party’s Subject Shares and Subject Warrants, and there exist no Liens or any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such Parent Common Shares or Parent Warrants (other than transfer restrictions under the Securities Act)) affecting any such Parent Common Shares or Parent Warrants, other than Liens pursuant to (i) this Sponsor Agreement, (ii) the Parent Governing

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Documents, (iii) the Merger Agreement, (iv) the Voting Letter Agreement or (v) any applicable securities Laws. Such Sponsor Party’s Subject Shares and Subject Warrants are the only equity securities in Parent owned of record or beneficially by such Sponsor Party on the date of this Sponsor Agreement, and none of such Sponsor Party’s Subject Shares or Subject Warrants are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of such Subject Shares or Subject Warrants, except as provided hereunder and under the Voting Letter Agreement. Other than the Subject Warrants, such Sponsor Party does not hold or own any rights to acquire (directly or indirectly) any equity securities of Parent or any equity securities convertible into, or which can be exchanged for, equity securities of Parent. As of the date of this Agreement, there have been no adjustments to the Initial Conversion Ratio (as defined in Parent’s Certificate of Incorporation) pursuant to the terms of Parent’s Certificate of Incorporation such that the Parent Class B Common Stock would convert into shares of Parent Class A Common Stock upon the Closing at a ratio that is greater than one-for-one.

(c) No Conflicts. The execution and delivery of this Sponsor Agreement by such Sponsor Party does not, and the performance by such Sponsor Party of his, her or its obligations hereunder will not, (i) if such Sponsor Party is not an individual, conflict with or result in a violation of the organizational documents of such Sponsor Party or (ii) require any consent or approval that has not been given or other action that has not been taken by any Person (including under any Contract binding upon such Sponsor Party or such Sponsor Party’s Subject Shares or Subject Warrants), in each case of the foregoing clauses (i) or (ii), except as would not prevent, enjoin or materially delay the performance by such Sponsor Party of its, his or her obligations under this Sponsor Agreement.

(d) Litigation. There are no Actions pending against such Sponsor Party, or to the knowledge of such Sponsor Party threatened against such Sponsor Party, before (or, in the case of threatened Actions, that would be before) any arbitrator or any Governmental Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by such Sponsor Party of its, his or her obligations under this Sponsor Agreement.

(e) Brokerage Fees. Except as described on Section 5.13 of the Parent Disclosure Letter, no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by the Merger Agreement based upon arrangements made by such Sponsor Party, for which Parent or any of its Affiliates may become liable.

(f) Affiliate Arrangements. Except as set forth on Schedule II attached hereto or the Sponsor Backstop Subscription Agreement, neither such Sponsor Party nor any anyone related by blood, marriage or adoption to such Sponsor Party or, to the knowledge of such Sponsor Party, any Person in which such Sponsor Party has a direct or indirect legal, contractual or beneficial ownership of 5% or greater, or any Affiliate, director, officer or manager (or equivalents), stockholders, member, partner or other equityholder, or other employee, of any Sponsor Party or any of its Affiliates, is party to, or has any rights with respect to or arising from, any Contract with Parent or its Subsidiaries (any Contract required to be set forth on Schedule II, a “Sponsor Contract”).

(g) Acknowledgment. Such Sponsor Party understands and acknowledges that each of Parent and the Company is entering into the Merger Agreement in reliance upon such Sponsor Party’s execution and delivery of this Sponsor Agreement.

(h) No Other Representations or Warranties. Except for the representations and warranties made by each Sponsor Party in this Article II, no Sponsor Party nor any other Person makes any express or implied representation or warranty to Parent or the Company in connection with this Agreement or the transactions contemplated by this Agreement, and each Sponsor Party expressly disclaims any such other representations or warranties.

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ARTICLE III

MISCELLANEOUS

3.1 Termination. This Sponsor Agreement and all of its provisions shall terminate and be of no further force or effect upon the earlier of (a) such date and time as the Merger Agreement shall be terminated in accordance with Section 8.1 thereof and (b) the written agreement of the Sponsor Party, Parent, and the Company. Upon such termination of this Agreement, all obligations of the parties under this Agreement will terminate, without any liability or other obligation on the part of any party hereto, and no party hereto shall have any claim against any party hereto (and no Person shall have any rights against any party hereto), whether under contract, tort or otherwise, in each case under this Agreement, with respect to the subject matter hereof or in respect of the transactions contemplated hereby (excluding, for the avoidance of doubt any obligation or liability, or any claim or rights, under the Merger Agreement or the other Ancillary Agreements or with respect to the subject matter thereof or in respect of the transaction contemplated thereby); provided, however, that the termination of this Sponsor Agreement shall not relieve any party hereto from liability arising in respect of any breach of this Sponsor Agreement prior to such termination. This ARTICLE III shall survive the termination of this Agreement.

3.2 Governing Law; Jurisdiction. This Sponsor Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Sponsor Agreement or the negotiation, execution or performance of this Sponsor Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Sponsor Agreement) shall be governed by and construed in accordance with the law of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws. Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, the Delaware Supreme Court or the United States District Court for the District of Delaware), and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Sponsor Agreement or the negotiation, execution or performance of this Sponsor Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Sponsor Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, the Delaware Supreme Court or the United States District Court for the District of Delaware), (b) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Sponsor Agreement or the negotiation, execution or performance of this Sponsor Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Sponsor Agreement) in the Delaware Court of Chancery or in the Delaware Supreme Court or the United States District Court for the District of Delaware, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and (d) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties hereto agrees that service of process, summons, notice or document by registered mail addressed to it at the applicable address set forth in Section 3.8 shall be effective service of process for any suit, action or proceeding brought in any such court.

3.3 Waiver of Jury Trial. THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS SPONSOR AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THE ACTIONS OF THE PARTIES IN THE

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NEGOTIATION, EXECUTION, PERFORMANCE AND ENFORCEMENT OF THIS SPONSOR AGREEMENT, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE TRIAL BY JURY AND THAT ANY ACTION OR PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS SPONSOR AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

3.4 Assignment. This Sponsor Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and permitted assigns. Neither this Sponsor Agreement nor any of the rights, interests or obligations hereunder will be assigned (including by operation of law) without the prior written consent of each of the parties hereto.

3.5 Specific Performance. The parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the parties hereto do not perform the provisions of this Sponsor Agreement in accordance with its specified terms or otherwise breach or threaten to breach such provisions. The parties acknowledge and agree that the parties hereto shall be entitled, in addition to any other remedy to which they are entitled at law or in equity, to an injunction, specific performance and other equitable relief to prevent breaches or threatened breaches of this Sponsor Agreement and to enforce specifically the terms and provisions hereof. Without limiting the foregoing, each of the parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that (i) there is adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or in equity. Any party seeking an order or injunction to prevent breaches or threatened breaches and to enforce specifically the terms and provisions of this Sponsor Agreement shall not be required to provide any bond or other security in connection with any such order or injunction.

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

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

3.8 Notices. All notices and other communications under this Sponsor Agreement shall be in writing and shall be deemed given (a) when delivered personally by hand (with written confirmation of receipt by other than automatic means, whether electronic or otherwise), (b) when sent by email (with no automated reply, such as an out-of-office notification, no mail undeliverable notification or other rejection notice) or (c) one (1) Business Day following the day sent by an internationally recognized overnight courier (with written confirmation of receipt), in each case, at the following addresses or e-mail addresses (or to such other address or e-mail address as a party may have specified by notice given to the other party pursuant to this provision):

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If to Parent: Nebula Caravel Acquisition Corp. Four Embarcadero Center, Suite 2100 San Francisco, California 94111
Attention:	[                 ]
Email:	[                 ]
with a copy (which will not constitute actual or constructive notice) to:
Simpson Thacher & Bartlett LLP
2475 Hanover Street
Palo Alto, CA 94304
Attention:	[                 ]
	[                 ]
Email:	[                 ]
	[                 ]
If to the Company:
A Place for Rover, Inc.
711 Capitol Way S., Suite 204,
Olympia, WA 98501
Attention:	[                 ]
Email:	[                 ]
with a copy (which shall not constitute actual or constructive notice) to:
Wilson Sonsini Goodrich & Rosati
One Market Plaza
Spear Tower, Suite 3300
San Francisco, CA 94105-1126
Attention:	[                 ]
Email:	[                 ]
and
Wilson Sonsini Goodrich & Rosati
701 Fifth Avenue, Suite 5100
Seattle, WA 98104
Attention:	[                 ]
Email:	[                 ]
If to a Sponsor Party:
To such Sponsor Party’s address set forth in Schedule I
with a copy (which will not constitute actual or constructive notice) to:
Simpson Thacher & Bartlett LLP
2475 Hanover Street
Palo Alto, CA 94304
Attention:	[                 ]
	[                 ]
Email:	[                 ]
	[                 ]

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

3.10 Entire Agreement. This Sponsor Agreement and the agreements referenced herein constitute the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersede all prior understandings, agreements or representations by or among the parties hereto to the extent they relate in any way to the subject matter hereof.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the Sponsor Parties, Parent, and the Company have each caused this Sponsor Support Agreement to be duly executed as of the date first written above.

SPONSOR PARTIES:
NEBULA CARAVEL HOLDINGS, LLC
By:	/s/ Adam H. Clammer
	Name: Adam H. Clammer, as managing member of Trus Wind Capital GP II, LLC, teh general partner of True Wind Capital II, L.P. and True Wind Capital II-A, L.P., managing member of Nebula Caravel Holdings, KKC
/s/ Adam H. Clammer
Name:	Adam H. Clammer
/s/ James H. Greene, Jr.
Name:	James H. Greene, Jr.
/s/ Rufina Adams
Name:	Rufina Adams
/s/ David Kerko
Name:	David Kerko
/s/ Scott Wagner
Name:	Scott Wagner
/s/ Darren Thompson
Name:	Darren Thompson
/s/ Alexi A. Wellman
Name:	Alexi A. Wellman
/s/ Brandon Van Buren
Name:	Brandon Van Buren

[Signature Page to Sponsor Support Agreement]

PARENT:
NEBULA CARAVEL ACQUISITION CORP.
By:	/s/ Adam H. Clammer
	Name: Adam H. Clammer
	Title: Executive Chief Officer

[Signature Page to Sponsor Support Agreement]

COMPANY:
A PLACE FOR ROVER, INC.
By:	/s/ Aaron Easterly
	Name: Aaron Easterly
	Title: Chief Executive Officer

[Signature Page to Sponsor Support Agreement]

Schedule I

Sponsor Party Parent Common Shares and Parent Warrants

Sponsor Party	Parent Common Shares			Parent Warrants
Nebula Caravel Holdings, LLC c/o Four Embarcadero Center, Suite 2100 San Francisco, California 94111		6,775,000			5,166,667
Adam H. Clammer c/o Four Embarcadero Center, Suite 2100 San Francisco, California 94111		—	(1)		—	(1)
James H. Greene, Jr. c/o Four Embarcadero Center, Suite 2100 San Francisco, California 94111		—	(1)		—	(1)
Rufina Adams c/o Four Embarcadero Center, Suite 2100 San Francisco, California 94111		—			—
David Kerko c/o Four Embarcadero Center, Suite 2100 San Francisco, California 94111		25,000			—
Scott Wagner c/o Four Embarcadero Center, Suite 2100 San Francisco, California 94111		25,000			—
Darren Thompson c/o Four Embarcadero Center, Suite 2100 San Francisco, California 94111		25,000			—
Alexi A. Wellman c/o Four Embarcadero Center, Suite 2100 San Francisco, California 94111		25,000			—
Brandon Van Buren c/o Four Embarcadero Center, Suite 2100 San Francisco, California 94111		—			—

⁽¹⁾  Nebula Caravel Holdings, LLC is the record holder of the shares reported herein. True Wind Capital II is the managing member of Nebula Caravel Holdings, LLC. Mr. Greene and Mr. Clammer are the managing members of True Wind Capital GP II, LLC, the General Partner of True Wind Capital II. As such, they may be deemed to have or share beneficial ownership of the Class B Common Stock held directly by Nebula Caravel Holdings, LLC. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

[Schedule I to Sponsor Support Agreement]

EX-10.2

Exhibit 10.2

BACKSTOP SUBSCRIPTION AGREEMENT

This Backstop Subscription Agreement (as amended, restated, modified or supplemented from time to time, this “Agreement”) is dated as of February 10, 2021 by and among Nebula Caravel Acquisition Corp, a Delaware corporation (“Parent”) and the persons identified on the signature page hereto under the heading “Subscriber” (the “Subscriber”). This Agreement relates to that certain Business Combination Agreement and Plan of Merger dated as of February 10, 2021, by and among Parent, A Place for Rover, Inc. d/b/a Rover, a Delaware corporation (the “Company”) and Fetch Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”) (as amended, restated, modified or supplemented from time to time, the “Merger Agreement”), pursuant to which, among other transactions, Merger Sub is to merge with and into the Company, with the Company continuing on as the surviving entity on the terms and conditions set forth therein (the “Merger”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.

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

1. Backstop Subscription; Additional Subscription.

(a) Subject to the terms and conditions set forth in this Agreement, in the event of any Parent Stockholder Redemption, (i) the Subscriber hereby irrevocably subscribes for and agrees to purchase from Parent, at a purchase price equal to $10.00 per share, a number of shares of Parent A Common Stock equal to the quotient of (A) the lesser of (x) $50,000,000 (or such greater amount as may be determined in the sole discretion of the Subscriber), and (y) the Parent Stockholder Redemption Amount (calculated on the basis that the amount paid with respect to each share of Parent Common Stock in connection with all Parent Stockholder Redemptions is $10.00), divided by (B) $10.00 and (ii) Parent agrees to sell such number of shares of Parent A Common Stock as calculated pursuant to the immediately foregoing clause (i) to the Subscriber at such per share price as set forth in the immediately preceding clause (i) (the shares of Parent A Common Stock to be so sold, the “Backstop Shares”). Any such purchase (the “Backstop Subscription”) shall be consummated immediately prior to the Closing.

(b) Subject to the terms and conditions set forth in this Agreement and the last sentence of Section 6.19 of the Merger Agreement (including obtaining the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed)), (i) the Subscriber shall, by providing written notice to Parent prior to the Effective Time, be entitled to subscribe for and purchase from Parent, up to $50,000,000 in aggregate purchase price of shares of Parent A Common Stock for a per share purchase price of $10.00 per share, and, (ii) following receipt of such written notice, Parent agrees to sell such shares of Parent Class A Common Stock to the Subscriber at such per share price (the shares of Parent A Common Stock to be so sold, collectively with the Backstop Shares, the “Subject Shares”). Any such purchase shall be consummated immediately prior to the Closing.

(c) Notwithstanding the foregoing, the $10.00 per share price referenced in Sections 1(a), 1(b) and 2(a) shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to Parent Common Stock occurring prior to the Effective Time.

2. Delivery of Subscription Amount; Acceptance of Subscriptions; Delivery. The Subscriber understands and agrees that this subscription is made subject to the following terms and conditions:

(a) Contemporaneously with the execution and delivery of this Agreement, the Subscriber shall execute and deliver the Investor Questionnaire (as defined below) and, in respect of any subscription set forth in Section 1 hereof, the Subscriber shall, no later than two (2) Business Days before the anticipated Closing Date (as specified in a written notice from Parent to the Subscriber) (the “Funding Date”), cause a wire transfer to be made for payment for the Subject Shares in immediately available funds to an account specified in writing by Parent (such funds to be held by Parent in escrow until the Closing) in the amount equal to (x) $10.00 multiplied by (y) the number of Subject Shares to be purchased by the Subscriber (such amount in the aggregate, the “Subscription Amount”). If the Closing does not occur within two (2) Business Days after the anticipated Closing Date, unless otherwise agreed to in writing by Parent and the Subscriber, Parent shall promptly (but in no event later than three (3) Business Days after the anticipated Closing Date) return the funds so delivered by the Subscriber to Parent by wire transfer in immediately available funds to the account specified by the Subscriber. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Agreement is terminated in accordance with Section 6 herein, the Subscriber shall remain obligated (A) to redeliver funds to Parent in escrow following Parent’s delivery to the Subscriber of a new closing notice and (B) to consummate the Closing upon satisfaction of the conditions set forth in this Section 2.

(b) The consummation of the subscription of the Subscriber for the Subject Shares (the “Subscription”) shall be subject to the following conditions:

(i) no governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition;

(ii) all conditions precedent to the closing of the Merger, including the Parent Stockholder Approval, shall have been satisfied or waived (other than those conditions which, by their nature, are to be satisfied at the closing of the Merger) and there occurs the subsequent substantially simultaneous Closing.

(c) Each of Parent and the Subscriber shall use its reasonable best efforts to take, or to cause to be taken, all actions reasonably required, necessary, proper or advisable to cause all conditions to consummation of the subscription for the Subject Shares to be satisfied.

3. Expenses. Expect as otherwise provided in the Merger Agreement, each party hereto shall pay all of its own expenses in connection with this Agreement and the transactions contemplated hereby.

4. Representations, Warranties, Understandings, Risk Acknowledgments, and Covenants of the Subscriber. The Subscriber hereby represents, warrants and covenants to Parent as follows:

(a) The Subscriber is purchasing the Subject Shares for its own account, not as a nominee or agent, for investment purposes and not with a view towards distribution or resale within the meaning of the Securities Act (absent the registration of the Subject Shares for resale under the Securities Act or a valid exemption from registration). The Subscriber will not sell, assign or transfer such shares or securities at any time in violation of the Securities Act or applicable state securities laws. The Subscriber acknowledges that the Subject Shares cannot be sold unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available.

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(b) The Subscriber understands that (A) the Subject Shares (1) have not been registered under the Securities Act or any state securities laws, (2) have been offered and will be sold in reliance upon an exemption from the registration and prospectus delivery requirements of the Securities Act, (3) will be issued in reliance upon exemptions from the registration and prospectus delivery requirements of state securities laws which relate to private offerings and (4) must be held at least one year from the date that the Parent files a Current Report on Form 8-K following the Closing Date that includes the “Form 10” information required under applicable SEC rules and regulations, and (B) the Subscriber must therefore bear the economic risk of its investment hereunder indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or is exempt therefrom. The Subscriber further understands that such exemptions depend upon, among other things, the bona fide nature of the investment intent of the Subscriber expressed herein.

(c) The Subscriber has knowledge, skill and experience in financial, business and investment matters relating to an investment of this type and is capable of evaluating the merits and risks of such investment and protecting the Subscriber’s interest in connection with the acquisition of the Subject Shares. The Subscriber understands that the acquisition of the Subject Shares is a speculative investment and involves substantial risks and that the Subscriber could lose its entire investment. Further, the undersigned has (i) carefully read and considered the risks identified in the Disclosure Documents (as defined below) and (ii) carefully considered the risks related to the Merger, the Parent and the Company and has taken full cognizance of and understands all of the risks related to Parent, the Company, the Merger, the Subject Shares and the transactions contemplated hereby, including, without limitation, the purchase of the Subject Shares. the Subscriber has had the opportunity to retain, at its own expense, and relied upon, appropriate professional advice regarding the investment, tax and legal merits and consequences of the foregoing, including, without limitation, purchasing and owning the Subject Shares. The Subscriber has the ability to bear the economic risks of the Subscriber’s investment in Parent, including a complete loss of the investment.

(d) The Subscriber has been furnished by Parent all information (or provided access to all information it reasonably requested) regarding the business and financial condition of Parent and the Company, Parent and the Company’s expected plans for future business activities, and the merits and risks of an investment in the Subject Shares which the Subscriber has reasonably requested or otherwise needs to evaluate the investment in the Subject Shares.

(e) The Subscriber is in receipt of and has carefully read and understands the following items (collectively, the “Disclosure Documents”):

(i) the final prospectus Parent in connection with its initial public offering, dated December 9, 2020, as filed with the SEC (the “Final Prospectus”);

(ii) each filing made by Parent with the SEC following the filing of the Final Prospectus;

(iii) the Merger Agreement (including any amendment thereto), a copy of which has been filed by Parent with the SEC; and

(iv) the amendments to Parent’s certificate of incorporation proposed to be voted on pursuant thereto, a copy of which is set forth as Exhibit A to the Merger Agreement.

The Subscriber acknowledges that neither Parent nor any of its Affiliates has made or makes any representation or warranty to the Subscriber in respect of Parent or the Company, the Merger, Parent upon, or relating to, the Merger, other than in the case of Parent, the representations and warranties contained in this Agreement.

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(f) In making its investment decision to purchase the Subject Shares, the Subscriber is relying solely on investigations made by the Subscriber and the Subscriber’s representatives. The offer to sell or assign the Subject Shares was communicated to the Subscriber in such a manner that the Subscriber was able to ask questions of and receive answers from the management of Parent concerning the terms and conditions of the proposed transaction and that at no time was the Subscriber presented with or solicited by or through any form of general or public advertising or solicitation.

(g) The Subscriber acknowledges that it has been advised that:

(i) The Subject Shares have not been approved or disapproved by the SEC or any state securities commission nor has the SEC or any state securities commission passed upon the accuracy or adequacy of any representations by Parent.

(ii) In making an investment decision, the Subscriber must rely on its own examination of Parent, the Company, the Merger, the Subject Shares and the offering of such Subject Shares, including the merits and risks involved. The Subject Shares have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of any representation.

(iii) The Subject Shares will be “restricted securities” within the meaning of Rule 144 under the Securities Act, are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and applicable state securities laws, pursuant to registration or exemption therefrom. The Subscriber is aware that the provisions of Rule 144 are not currently available and, in the future, may not become available for resale of any of the Subject Shares and that Parent is an issuer subject to Rule 144(i) under the Securities Act. The Subscriber is aware that it may be required to bear the financial risks of this investment for an indefinite period of time.

(h) The Subscriber further represents and warrants that it is an institutional “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act, and such Subscriber has executed the Investor Questionnaire attached hereto as Exhibit A (the “Investor Questionnaire”) and shall provide to Parent an updated Investor Questionnaire for any change in circumstances at any time on or prior to the Closing.

(i) As of the date of this Agreement, the Subscriber and its Affiliates do not have, and during the 30 day period prior to the date of this Agreement, the Subscriber and its Affiliates have not, in a seller, transferor or other similar capacity, entered into, any “put equivalent position” as such term is defined in Rule 16a-1 of under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or short sale positions with respect to the securities of Parent.

(j) (i) The Subscriber has the full legal right and power and all authority and approval required (a) to execute and deliver, or authorize execution and delivery of, this Agreement and all other instruments executed and delivered by or on behalf of the Subscriber in connection with the purchase of the Subject Shares, (b) to delegate authority pursuant to power of attorney and (c) to purchase and hold such Subject Shares; (ii) the signature of the party signing on behalf of the Subscriber is binding upon the Subscriber.

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(k) This Agreement has been duly authorized, executed and delivered by the Subscriber and constitutes a legal, valid and binding obligation of the Subscriber enforceable against the Subscriber in accordance with its terms.

(l) The Subscriber understands and confirms that Parent will rely on the representations and covenants contained herein in effecting the transactions contemplated by this Agreement and the other Transaction Documents (as defined herein). All representations and warranties provided to Parent furnished by or on behalf of the Subscriber, taken as a whole, are true and correct and do not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

(m) Neither the Subscriber nor, to the extent it has them, any of its shareholders, members, managers, general or limited partners, directors, Affiliates or executive officers (collectively with such Subscriber, the “Subscriber Covered Persons”), are subject to any of the “Bad Actor” disqualifications described in Rule 506(d) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3).

(n) The Subscriber has exercised reasonable care to determine whether any Subscriber Covered Person is subject to a Disqualification Event.

(o) The purchase of Subject Shares by the Subscriber will not subject Parent to any Disqualification Event.

(p) Waiver Against Trust. The Subscriber acknowledges that Parent is a blank check company with the powers and privileges to effect a Business Combination. The Subscriber further acknowledges that, as described in the Final Prospectus available at www.sec.gov, substantially all of Parent assets consist of the cash proceeds of Parent’s initial public offering and private placements of its securities and substantially all of those proceeds have been deposited in the Trust Account for the benefit of Parent, certain of its public stockholders and the underwriters of Parent’s initial public offering. The Subscriber acknowledges that it has been advised by Parent that funds in the Trust Account may be disbursed only in accordance with the Trust Agreement and Parent’s Governing Documents. For and in consideration of Parent entering into this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Subscriber hereby irrevocably waives any right, title, interest or claim of any kind they have or may have in the future in or to any monies in the Trust Account and agree not to seek recourse against the Trust Account or any funds distributed therefrom as a result of, or arising out of, this Agreement and any negotiations, Contracts or agreements with Parent; provided, that (x) nothing herein shall serve to limit or prohibit the Subscriber’s right to pursue a claim against Parent for legal relief against monies or other assets held outside the Trust Account, for specific performance or other equitable relief in connection with the consummation of the transactions (including a claim for Parent to specifically perform its obligations under this Agreement) so long as such claim would not affect Parent’s ability to fulfill its obligation to effectuate the Parent Stockholder Redemptions, or for fraud and (y) nothing herein shall serve to limit or prohibit any claims that the Subscriber may have in the future against Parent’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds).

5. Representations and Warranties of Parent. Parent represents and warrants to the Subscriber as follows:

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(a) Parent has been duly incorporated, is validly existing and is in good standing under the laws of the State of Delaware, with corporate power and authority to own, lease and operate its properties and conduct its business as presently conducted

(b) The Subject Shares have been duly authorized and, when issued and delivered to the Subscriber against full payment therefor in accordance with the terms of this Agreement, the Subject 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 created under Parent’s certificate of incorporation or under the laws of the State of Delaware.

(c) Subject to obtaining all required approvals necessary in connection with the performance of the Merger Agreement (including the Parent Stockholder Approval) and any required approvals pursuant to the applicable rules of the Nasdaq Stock Market (together, the “Required Approvals”), Parent has all requisite corporate power and authority to enter into and perform this Agreement and the Merger Agreement (collectively, the “Transaction Documents”), and to perform its obligations under this Agreement and the other Transaction Document. Subject to obtaining the Required Approvals, the execution, delivery and performance of this Agreement and the other Transaction Documents by Parent and the consummation by it of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate action, and no other proceedings on Parent’s part are necessary to authorize the execution, delivery or performance of this Agreement and the other Transaction Documents. This Agreement and each of the other Transaction Documents have been duly executed and delivered by Parent, and, assuming that this Agreement constitutes a valid and binding obligation of the Subscriber, this Agreement and each of the other Transaction Documents will constitute upon execution and delivery by Parent, a legal, valid and binding obligation of Parent enforceable against Parent in accordance with its terms, except as such enforceability may be limited by: (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws in effect that limit creditors’ rights generally; (ii) equitable limitations on the availability of specific remedies; (iii) principles of equity (regardless of whether such enforcement is considered in a proceeding in law or in equity); and (iv) to the extent rights to indemnification and contribution may be limited by federal securities laws or the public policy underlying such laws.

(d) Subject to obtaining the Required Approvals, the execution, delivery and performance of this Agreement and the other Transaction Documents by Parent and the consummation by Parent of the transactions contemplated hereby and thereby will not (i) conflict with or result in a violation of any provision of Parent’s certificate of incorporation and bylaws, as currently in effect, (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, to which Parent is a party, or (iii) result in a violation of any law applicable to Parent or by which any property or asset of Parent is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations in clauses (ii) or (iii) of this Section 5(d) as have not had or would not reasonably be expect to have, individually or in the aggregate, a material adverse effect on the business, properties, condition or prospects (financial or otherwise) or results of operations of Parent (“Material Adverse Effect”)).

(e) Except as required by the Exchange Act, the Securities Act, the rules of Nasdaq, and the terms of the Merger Agreement, Parent is not required to submit any notice, report or other filing with any Governmental Authority in connection with the execution, delivery or performance by it of the Transaction Documents or the consummation of the transactions contemplated by the Transaction Documents and no consent, approval or authorization of any Governmental Authority or any other Person is required to be obtained by Parent in connection with its execution, delivery and performance of this Agreement and each of the other Transaction Documents or the consummation of the transactions contemplated hereby and thereby (other than such consents, approvals or authorizations, the failure of which to obtain, have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect).

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(f) As of the date hereof, the authorized capital stock of Parent consists of (i) 200,000,000 shares of Parent A Common Stock, par value $0.0001 per share; (ii) 20,000,000 shares of Parent B Common Stock, par value $0.0001 per share; and (iii) 1,000,000 shares of preferred stock, par value $0.0001 per share (“Parent Preferred Shares”). As of the date hereof: (i) no Parent Preferred Shares are issued and outstanding; (ii) 27,500,000 shares of Parent A Common Stock are issued and outstanding; (iii) 6,875,000 shares of Parent B Common Stock are issued and outstanding; and (iv) 10,666,667 Parent Warrants to purchase 10,666,667 shares of Parent A Common Stock are outstanding.

(g) Parent understands and confirms that the Subscriber will rely on the representations and covenants contained herein in effecting the transactions contemplated by this Agreement.

6. Termination. This Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earliest to occur of (i) the date on which the Merger Agreement is terminated in accordance with its terms (the “Termination Date”), (ii) upon the mutual written agreement of each of the parties hereto and the Company to terminate this Agreement; (iii) if any of the conditions set forth in Section 2 of this Agreement are not satisfied or waived on or prior to the Closing and, as a result thereof, the transactions contemplated by this Agreement are not consummated at the Closing or (d) December 31, 2021; provided that nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from such breach.

7. Survival. All the agreements, representations and warranties made by each party in this Agreement shall survive the Closing.

8. Notices. All notices and other communications under this Agreement shall be in writing and shall be deemed given (a) when delivered personally by hand (with written confirmation of receipt by other than automatic means, whether electronic or otherwise), (b) when sent by email (with no automated reply, such as an out-of-office notification, no mail undeliverable notification or other rejection notice) or (c) one (1) Business Day following the day sent by an internationally recognized overnight courier (with written confirmation of receipt), in each case, at the following addresses or e-mail addresses (or to such other address or e-mail address as a party may have specified by notice given to the other party pursuant to this provision):

(a) if to Parent:

Nebula Caravel Acquisition Corp.

Four Embarcadero Center, Suite 2100

San Francisco, California 94111

Attention: [                ]

Email:      [                ]

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

Simpson Thacher & Bartlett LLP

2475 Hanover Street

Palo Alto, CA 94304

Attention: [                ]

                 [                 ]

Email:      [                ]

                 [                 ]

(b) if to the Company:

A Place for Rover, Inc.

711 Capital Way S., Suite 204

Olympia, WA 98501

Attention: [                ]

Email:       [                ]

with a copy (which will not constitute actual or constructive notice) to:

Wilson Sonsini Goodrich & Rosati

One Market Plaza

Spear Tower, Suite 3300

San Francisco, CA 94105-1126

Attention: [                ]

Email:      [                ]

and

Wilson Sonsini Goodrich & Rosati

701 Fifth Avenue, Suite 5100

Seattle, WA 98104

Attention: [                ]

Email:       [                 ]

(c) if to the Subscriber, to the address of the Subscriber set forth on the signature pages hereof,

or at such other address as any party shall have specified by notice in writing to the other parties.

9. Notification of Changes. Each party agrees and covenants to notify the other party immediately upon the occurrence of any event prior to the Closing that would cause any representation, warranty, covenant or other statement contained in this Agreement to be false or incorrect or of any change in any statement made herein occurring prior to the Closing.

10. Assignability; Amendments; Waiver. Parent may not assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written consent of the Subscriber. The Subscriber may assign this Agreement and any of its rights, interests or obligations hereunder (including the Subscriber’s rights to purchase the Subject Shares) to any (i) direct or indirect partners, members or equityholders of the Subscriber, (ii) any Affiliates of the Subscriber or any related investment funds or vehicles controlled or managed by such persons or entities or their respective Affiliates (including the

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Sponsor), (iii) any equityholders of Parent or (iv) any PIPE Investors or other persons serving as “PIPE investors” in companies invested in by any Subscriber or any of the persons described in the foregoing clause (ii) (in each case of clauses (i)-(iv) immediately foregoing, solely to the extent the funds to satisfy the Subscriber’s obligations under this Agreement are paid to Parent on or before the Closing); provided, however, that any such assignment shall not relieve the Subscriber of its obligations under this Agreement; provided, further, that such assignment does not in any material respect increase conditionality, reduce or impair the rights of Parent under this Agreement or impede or delay the consummation of the Merger. This Agreement may not be amended, modified or terminated except by an instrument in writing signed by Parent, the Subscriber, and the Company and otherwise in accordance with Section 6.19 of the Merger Agreement. This Agreement may not be waived except by an instrument in writing signed by the party against whom enforcement of waiver is sought.

11. Binding Effect. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the parties and their heirs, successors and assigns, and the agreements, representations, warranties and acknowledgments contained herein shall be deemed to be made by and be binding upon such heirs, executors, administrators, successors, legal representatives and assigns. Except to the extent set forth in Sections 12(a) and 12(b), this Agreement does not confer any rights or remedies upon any person or entity other than the parties hereto and their heirs, successors and permitted assigns,.

12. Limited Recourse; Enforcement.

(a) Notwithstanding anything that may be expressed or implied in this Agreement or any document or instrument delivered contemporaneously herewith, without limiting Parent’s obligations hereunder or in connection with the transactions contemplated hereby, Parent, by its acceptance of the benefits of the Subscriptions provided herein, covenants, agrees and acknowledges that no Person other than the Subscriber and its permitted successors and assigns shall have any obligation hereunder or in connection with the transactions contemplated hereby and that, notwithstanding that the Subscriber or any of its permitted assigns may be a partnership, limited liability company or limited company, it has no rights of recovery against and no recourse hereunder or under any documents or instruments delivered in connection herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against any Non-Recourse Party (other than the Subscriber and its permitted assigns), whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable Law, it being agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any Non-Recourse Party (other than the Subscriber or its permitted assigns, subject to the terms and conditions of this Agreement) for any obligations of the Subscriber or any of their respective successors or permitted assigns under this Agreement or any documents or instrument delivered in connection herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith or for any claim (whether at law or equity or in tort, contract or otherwise) based on, in respect of, or by reason of such obligations or their creation. The Non-Recourse Parties are hereby made third party beneficiaries of this Section 12(a) and may rely on and enforce the provisions of this Section 12(b). As used herein, the term “Non-Recourse Parties” means, collectively, the Subscriber and any and all former, current or future direct or indirect equityholders, controlling persons, directors, officers, employees, agents, members, managers, management companies, general or limited partners, assignees or Affiliates of the Subscriber and any and all former, current or future direct or indirect equityholders, controlling persons, directors, officers, employees, agents, members, managers, management companies, general or limited partners, assignees or Affiliates of any of the foregoing, and any and all former, current or future heirs, executors, administrators, trustees, successors or assigns of any of the foregoing, in each case other than Parent and its Subsidiaries.

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(b) The Company is hereby made an intended third party beneficiary of the rights granted to Parent hereby solely for the purpose of directly enforcing the obligations of Parent and the Subscriber under this Agreement through an action for specific performance and, in connection therewith, the Company has the right to seek and the right to obtain an injunction, or other appropriate form of specific performance or equitable relief, to cause Parent to cause, or to directly cause, Subscriber to consummate, directly or indirectly, the Backstop Subscription as, solely to the extent that Parent is permitted to enforce the Backstop Subscription pursuant to the terms and conditions hereof and for no other purpose (including, without limitation, any claim for monetary damages hereunder or thereunder).

13. Specific Performance. The parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur if the parties hereto do not perform the provisions of this Agreement in accordance with its specified terms or otherwise breach or threaten to breach such provisions. The parties acknowledge and agree that the parties hereto shall be entitled, in addition to any other remedy to which they are entitled at law or in equity, to an injunction, specific performance and other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions hereof. Without limiting the foregoing, each of the parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that (i) there is adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or in equity. Any party seeking an order or injunction to prevent breaches or threatened breaches and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction.

14. Agreement. This Agreement constitutes the entire agreement of Parent and the Subscriber relating to the matters contained herein, superseding all prior contracts or agreements, whether oral or written. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

15. Governing Law; Jurisdiction. This Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by and construed in accordance with the law of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws. Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, the Delaware Supreme Court or the United States District Court for the District of Delaware), and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, the Delaware Supreme Court or the United States District Court for the District of Delaware), (b) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) in the Delaware Court of Chancery or in the Delaware Supreme Court or the United States District Court for the District of Delaware, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and (d) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties hereto agrees that service of process, summons, notice or document by registered mail addressed to it at the applicable address set forth in Section 8 shall be effective service of process for any suit, action or proceeding brought in any such court.

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16. Waiver of Jury Trial. THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, EXECUTION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE TRIAL BY JURY AND THAT ANY ACTION OR PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

17. Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible that is valid and enforceable.

18. Construction. The headings in this Agreement are inserted for convenience and identification only and are not intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provision hereof. The rule of construction that an agreement shall be construed strictly against the drafter shall not apply to this Agreement.

19. Further Assurances. From time to time, at another party’s request and without further consideration (but at the requesting party’s reasonable cost and expense), each party shall execute and deliver such additional documents and take all such further action as may be reasonably necessary to consummate the transactions contemplated by this Agreement.

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

21. Interpretation. The headings, titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without limitation”; (iii) the words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement; and (iv) the term “Dollars” or “$” means United States dollars. The parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement, as of the date first written above.

NEBULA CARAVEL ACQUISITION CORP.
By:	/s/Adam H. Clammer
	Name: Adam H. Clammer
	Title: Chief Executive Officer

SUBSCRIBER:
Accepted and agreed:
TRUE WIND CAPITAL II, L.P.
By: True Wind Capital GP II, LLC, its general partner
By:	/s/Adam H. Clammer
	Name: Adam H. Clammer
	Title: Managing Member
TRUE WIND CAPITAL II-A, L.P.
By: True Wind Capital GP II, LLC, its general partner
By:	/s/Adam H. Clammer
	Name: Adam H. Clammer
	Title: Managing Member

Address of Subscriber:
Four Embarcadero Center, Suite 2100
San Francisco, California 94111
Attention:	[                 ]
Email:	[                 ]
with a copy to (which will not constitute notice):
Simpson Thacher & Bartlett LLP
2475 Hanover Street
Palo Alto, CA 94304
Attention:	[                 ]
	[                 ]
Email:	[                 ]
	[                 ]

EX-10.3

Exhibit 10.3

STRICTLY CONFIDENTIAL

FORM OF STOCKHOLDER SUPPORT AGREEMENT

This Stockholder Support Agreement (this “Agreement”) is dated as of February 10, 2021, by and among Nebula Caravel Acquisition Corp., a Delaware corporation (“Parent”), the Persons set forth on Schedule I hereto (each, a “Company Stockholder” and, collectively, the “Company Stockholders”), and A Place for Rover, Inc. d/b/a Rover, a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).

RECITALS

WHEREAS, as of the date hereof, the Company Stockholders are the holders of record and the “beneficial owners” (within the meaning of Rule 13d-3 under the Exchange Act) of such number of shares of Company Capital Stock as are indicated opposite each of their names on Schedule I attached hereto (all such shares of Company Capital Stock, together with any shares of Company Capital Stock of which ownership of record or the power to vote (including, without limitation, by proxy or power of attorney) is hereafter acquired by any such Company Stockholder during the period from the date hereof through the Expiration Time are referred to herein as the “Subject Shares”);

WHEREAS, concurrently with the execution and delivery of this Agreement, Parent, Fetch Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and the Company, are entering into a Business Combination Agreement and Plan of Merger (as amended, restated, modified or supplemented from time to time, the “Merger Agreement”), dated as of the date hereof, pursuant to which, among other transactions, Merger Sub shall merge with and into the Company, with the Company continuing on as the surviving entity, on the terms and conditions set forth therein; and

WHEREAS, as an inducement to Parent and the Company to enter into the Merger Agreement and to consummate the transactions contemplated thereby, the parties hereto desire to agree to certain matters as set forth herein.

AGREEMENT

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

ARTICLE I

STOCKHOLDER SUPPORT AGREEMENT; COVENANTS

1.1 Binding Effect of Merger Agreement. Each Company Stockholder hereby acknowledges that it has read the Merger Agreement and this Agreement and has had the opportunity to consult with its tax and legal advisors. Each Company Stockholder shall be bound by and comply with the first sentence of Section 6.5 (Acquisition Proposals) and Section 9.12 (Publicity) of the Merger Agreement (and any relevant definitions contained in any such Sections) as if (a) such Company Stockholder was an original signatory to the Merger Agreement with respect to such provisions, and (b) each reference to the “Company” contained in the first sentence of Section 6.5 of the Merger Agreement (other than the references to the “Company” in clause (i) thereof or in the definition of “Acquisition Proposal”) also referred to each such Company Stockholder; provided, that the provision of non-public information or data concerning the Company or any of the Company’s Subsidiaries by such Company Stockholder to its employees, partners, officers, directors, representatives or advisors shall not be deemed a violation of Section 6.5 of the Merger Agreement or this Section 1.1.

1.2 No Transfer. During the period commencing on the date hereof and ending on the earlier of (a) the Effective Time and (b) such date and time as the Merger Agreement shall be terminated in accordance with Section 8.1 thereof (the earlier of (a) and (b), the “Expiration Time”), each Company Stockholder shall not (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, file (or participate in the filing of) a registration statement with the SEC (other than the Proxy Statement/Registration Statement) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to any Subject Shares, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (clauses (i), (ii) and (iii), collectively, a “Transfer”). Notwithstanding the foregoing, each Company Stockholder may make Transfers of Subject Shares: (A) to (1) the Company’s officers or directors, (2) any Affiliates or family members of the Company’s officers or directors, or (3) any direct or indirect partners, members or equity holders of such Person, any Affiliates of such Person or any related investment funds or vehicles controlled or managed by such Persons or their respective Affiliates; (B) in the case of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family or an Affiliate of such Person, or to a charitable organization; (C) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (D) in the case of an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; (E) to a nominee or custodian of a Person to whom a Transfer would be permitted under clauses (A) through (D) above; (F) to the Company; (G) to the Company in connection with the repurchase of such Person’s shares in connection with the termination of such Person’s employment with the Company pursuant to contractual agreements with the Company; (H) to satisfy tax withholding obligations in connection with the exercise of options to purchase shares of Company Capital Stock or the vesting of Company stock-based awards; (I) in payment on a “net exercise” or “cashless” basis of the exercise or purchase price with respect to the exercise of options to purchase shares of Company Capital Stock; (J) in connection with (but subject to the completion of) a bona fide liquidation, merger, stock exchange, reorganization, tender offer approved by the Board of Directors of the Company or a duly authorized committee thereof or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares Common Stock for cash, securities or other property subsequent to the Closing Date; (K) in connection with any legal, regulatory or other order; and (L) in connection with any bona fide mortgage, encumbrance, pledge or other grant of a security interest in Subject Shares to one or more financial or lending institutions as collateral or security for or in connection with any bona fide loans, advances or extensions of credit or debt transaction (or enforcement thereunder) entered into by such Company Stockholder or any of its Affiliates, or any refinancings thereof, and any Transfers of such Subject Shares upon foreclosure thereof; provided, however, that in the case of the foregoing clauses (A) through (L) the transferee must enter into a written agreement with the Company and Parent agreeing to be bound by this Agreement prior to the effectiveness of such Transfer.

1.3 New Shares. In the event that (a) any Subject Shares or other Securities are issued to a Company Stockholder after the date of this Agreement pursuant to any stock dividend, stock split, recapitalization, reclassification, combination or exchange of Subject Shares of, on or affecting the Subject Shares owned by such Company Stockholder, (b) a Company Stockholder purchases or otherwise acquires beneficial ownership of any Subject Shares or other Securities after the date of this Agreement, or (c) a Company Stockholder acquires the right to vote or share in the voting of any Subject Shares or other Securities after the date of this Agreement (such Subject Shares or other Securities, the “New Securities”), then such New Securities acquired or purchased by such Company Stockholder shall be subject to the terms of this Agreement to the same extent as if they constituted the Subject Shares owned by such Company Stockholder as of the date hereof.

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1.4 Company Stockholder Agreements. From the date hereof until the Expiration Time, each Company Stockholder hereby unconditionally and irrevocably agrees that, at any meeting of the stockholders of the Company (or any adjournment or postponement thereof), and in any action by written consent of the stockholders of the Company distributed by the Board of Directors of the Company or otherwise undertaken as contemplated by the Merger Agreement or the transactions contemplated thereby, including in the form attached as Exhibit A (which written consent shall be delivered promptly, and in any event within forty-eight (48) hours, after the Registration Statement (as contemplated by the Merger Agreement) is declared effective and delivered or otherwise made available to the stockholders of Parent and the stockholders of the Company), such Company Stockholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause its Subject Shares to be counted as present thereat for purposes of establishing a quorum, and such Company Stockholder shall vote or provide consent (or cause to be voted or consented), in person or by proxy, all of its Subject Shares:

(a) to approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger;

(b) in any other circumstances upon which a consent or other approval is required under the Company’s Governing Documents or under any agreements between the Company and its stockholders with respect to the Merger Agreement or the transactions contemplated thereby in accordance with the terms of the Merger Agreement, to vote, consent or approve (or cause to be voted, consented or approved) all of such Company Stockholder’s Subject Shares held at such time in favor thereof;

(c) against any merger agreement, merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company (other than the Merger Agreement and the transactions contemplated thereby);

(d) against any change in the business, management or Board of Directors of the Company (except in connection with the Merger Agreement and the transactions contemplated thereby); and

(e) against any proposal, action or agreement that to the knowledge of such Company Stockholder, would (i) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Merger, (ii) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Company under the Merger Agreement, (iii) result in any of the conditions set forth in Article VII of the Merger Agreement not being fulfilled or (iv) change in any manner the capitalization of the Company, including the voting rights of any class of capital stock of the Company or any other Securities (except in connection with the Merger Agreement and the transactions contemplated thereby).

Each Company Stockholder hereby agrees that it shall not commit or agree to take any action inconsistent with the foregoing.

1.5 Agreement as a Company Stockholder. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall apply to each Company Stockholder solely in such Company Stockholder’s capacity as a record or beneficial holder of the Subject Shares, and not in any Company Stockholder’s capacity (or the capacity of any director, officer, employee, equityholder, member, partner or Affiliate of a Company Stockholder) as a director, officer or employee of the Company or any of its Subsidiaries or in any Company Stockholder’s capacity (or the capacity of any director, officer, employee, equityholder, member, partner or Affiliate of a Company Stockholder) as a trustee or fiduciary of any employee benefit plan or trust.

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1.6 Affiliate Agreements. Each Company Stockholder hereby agrees and consents to the termination of all Affiliate Arrangements set forth on Section 6.14 of the Company Disclosure Letter to which such Company Stockholder is party, effective as of the Effective Time without any further liability or obligation to the Company, the Company’s Subsidiaries or Parent.

1.7 Deliverables. On the Closing Date, each Company Stockholder will deliver to the Company a duly executed copy of (a) that certain Investor Rights Agreement, by and among Parent, the Company, the Sponsor and certain of the Company’s stockholders or their respective Affiliates, as applicable, substantially in the form attached as Exhibit C to the Merger Agreement and (b) that certain Lock-Up Agreement, by and among Parent, the Sponsor and certain of the Company’s stockholders, substantially in the form attached as Exhibit D to the Merger Agreement. Upon request by the Company prior to the Closing at the Company’s sole discretion, each Company Stockholder will deliver a duly executed copy of the conversion request with respect to any series of preferred stock of the Company designated by Parent substantially in the form set forth on Exhibit B hereto.¹

1.8 Further Assurances. Each Company Stockholder shall execute and deliver, or cause to be delivered, such additional documents, and take, or cause to be taken, all such further actions and do, or cause to be done, all things reasonably necessary (including under applicable Laws), to effect the actions required to consummate the Merger and the other transactions contemplated by this Agreement and the Merger Agreement, in each case, on the terms and subject to the conditions set forth therein and herein, as applicable.

1.9 No Inconsistent Agreement. Each Company Stockholder hereby represents and covenants that such Company Stockholder has not entered into, and shall not enter into, any agreement that would restrict, limit or interfere with the performance of such Company Stockholder’s obligations hereunder.

1.10 No Challenges. Each Company Stockholder agrees not to commence or join in or knowingly facilitate, assist or encourage, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective successors or directors (except in any case arising out of the fraud of such parties), (a) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (b) alleging a breach of any fiduciary duty of any Person in connection with the evaluation, negotiation or entry into the Merger Agreement. Notwithstanding the foregoing, nothing herein shall be deemed to prohibit such Company Stockholder from enforcing such Company Stockholder’s rights under this Agreement and the other agreements entered into by such Company Stockholder in connection herewith, or otherwise in connection with the Merger, including such Company Stockholder’s right to receive such Company Stockholder’s portion of the Aggregate Merger Consideration as provided in the Merger Agreement.

1.11 Election. Each Company Stockholder agrees not to make (or cause to be made) a Cash Election with respect to the Subject Shares, and shall make or otherwise be deemed to have made a Stock Election with respect to such shares in accordance with the terms of the Merger Agreement.

1.12 Consent to Disclosure. Each Company Stockholder hereby consents to the publication and disclosure in the Proxy Statement/Registration Statement (and, as and to the extent otherwise required by applicable securities Laws or the SEC or any other securities authorities, any other documents or communications provided by Parent or the Company to any Governmental Authority or to securityholders of Parent) of such Company Stockholder’s identity and beneficial ownership of Subject Shares and the nature of such Company Stockholder’s commitments, arrangements and understandings under and relating

¹  Note to Draft: See Exhibit B hereto.

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to this Agreement and, if deemed appropriate by Parent or the Company, a copy of this Agreement. Each Company Stockholder will promptly provide any information reasonably requested by Parent or the Company for any regulatory application or filing made or approval sought in connection with the transactions contemplated by the Merger Agreement (including filings with the SEC), except for any information that is subject to attorney-client privilege or confidentiality obligations (provided, that with respect to any confidentiality obligations, (a) such Company Stockholder will use its commercially reasonable efforts to obtain a waiver of any such confidentiality obligations and (b) the parties shall cooperate in good faith to enable disclosure of such information to the maximum extent possible in a manner that complies with such confidentiality obligation).

ARTICLE II

REPRESENTATIONS AND WARRANTIES

2.1 Representations and Warranties of the Company Stockholders. Each Company Stockholder represents and warrants as of the date hereof to Parent and the Company (solely with respect to itself, himself or herself and not with respect to any other Company Stockholder) as follows:

(a) Organization; Due Authorization. If such Company Stockholder is not an individual, it is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within such Company Stockholder’s corporate, limited liability company or organizational powers and have been duly authorized by all necessary corporate, limited liability company or organizational actions on the part of such Company Stockholder. If such Company Stockholder is an individual, such Company Stockholder has full legal capacity, right and authority to execute and deliver this Agreement and to perform his or her obligations hereunder. This Agreement has been duly executed and delivered by such Company Stockholder and, assuming due authorization, execution and delivery by the other parties to this Agreement, this Agreement constitutes a legally valid and binding obligation of such Company Stockholder, enforceable against such Company Stockholder in accordance with the terms hereof, subject to the Enforceability Exceptions. If this Agreement is being executed in a representative or fiduciary capacity, the Person signing this Agreement has full power and authority to enter into this Agreement on behalf of the applicable Company Stockholder.

(b) Ownership. Such Company Stockholder is the record and beneficial owner (as defined in the Securities Act) of, and has good title to, all of such Company Stockholder’s Subject Shares, and there exist no Liens or any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such Subject Shares (other than transfer restrictions under the Securities Act)) affecting any such Subject Shares, other than Liens pursuant to (i) this Agreement, (ii) the Company’s Governing Documents, (iii) the Merger Agreement, (iv) any applicable securities Laws or (v) any matters set forth in the Company Disclosure Letter. Such Company Stockholder’s Subject Shares are the only Securities in the Company owned of record or beneficially by such Company Stockholder on the date of this Agreement, and none of such Company Stockholder’s Subject Shares are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of such Subject Shares, in each case except as set forth in the Company Disclosure Letter. Other than as set forth opposite such Company Stockholder’s name on Schedule I, such Company Stockholder does not hold or own any rights to acquire (directly or indirectly) any Securities.

(c) No Conflicts. The execution and delivery of this Agreement by such Company Stockholder does not, and the performance by such Company Stockholder of his, her or its obligations hereunder will not, (i) if such Company Stockholder is not an individual, conflict with or result in a violation of the organizational documents of such Company Stockholder or (ii) require any consent or approval that has not been given or other action that has not been taken by any Person (including under any Contract binding upon such Company Stockholder or such Company Stockholder’s Subject Shares), in each case of the foregoing clauses (i) or (ii), except as would not prevent, enjoin or materially delay the performance by such Company Stockholder of its, his or her obligations under this Agreement.

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(d) Litigation. There are no Actions pending against such Company Stockholder, or to the knowledge of such Company Stockholder threatened against such Company Stockholder, before (or, in the case of threatened Actions, that would be before) any arbitrator or any Governmental Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by such Company Stockholder of its, his or her obligations under this Agreement.

(e) Adequate Information. Such Company Stockholder is a sophisticated stockholder and has adequate information concerning the business and financial condition of Parent and the Company to make an informed decision regarding this Agreement and the transactions contemplated by the Merger Agreement and has independently and without reliance upon Parent or the Company and based on such information as such Company Stockholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Such Company Stockholder acknowledges that Parent and the Company have not made and do not make to such Company Stockholder any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement. Such Company Stockholder acknowledges that the agreements contained herein with respect to the Subject Shares held by such Company Stockholder are irrevocable.

(f) Brokerage Fees. Except as described on Section 4.16 of the Company Disclosure Letter, no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by the Merger Agreement based upon arrangements made by such Company Stockholder, for which the Company or any of its Affiliates may become liable.

(g) Acknowledgment. Such Company Stockholder understands and acknowledges that each of Parent and the Company is entering into the Merger Agreement in reliance upon such Company Stockholder’s execution and delivery of this Agreement.

(h) No Other Representations or Warranties. Except for the representations and warranties made by each Company Stockholder in this ARTICLE II, no Company Stockholder nor any other Person makes any express or implied representation or warranty to Parent in connection with this Agreement or the transactions contemplated by this Agreement, and each Company Stockholder expressly disclaims any such other representations or warranties.

ARTICLE III

MISCELLANEOUS

3.1 Termination. This Agreement and all of its provisions shall terminate and be of no further force or effect upon the earlier of (a) the Expiration Time and (b) as to each Company Stockholder, the written agreement of Parent, the Company and such Company Stockholder. Upon such termination of this Agreement, all obligations of the parties under this Agreement will terminate, without any liability or other obligation on the part of any party hereto for whom this Agreement has been terminated, and no party hereto shall have any claim against any party hereto for whom this Agreement has been terminated (and no Person shall have any rights against any party hereto for whom this Agreement has been terminated), whether under contract, tort or otherwise, in each case under this Agreement, with respect to the subject matter hereof or in respect of the transactions contemplated hereby (excluding, for the avoidance of doubt any obligation or liability, or any claim or rights, under the Merger Agreement or the other Ancillary Agreements or with respect to the subject matter thereof or in respect of the transaction contemplated thereby); provided, however, that the termination of this Agreement shall not relieve any party hereto from liability arising in respect of any willful and material breach of this Agreement prior to such termination. This ARTICLE III shall survive the termination of this Agreement.

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3.2 Governing Law; Jurisdiction. This Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by and construed in accordance with the law of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws. Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, the Delaware Supreme Court or the United States District Court for the District of Delaware), and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, the Delaware Supreme Court or the United States District Court for the District of Delaware), (b) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) in the Delaware Court of Chancery or in the Delaware Supreme Court or the United States District Court for the District of Delaware, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and (d) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties hereto agrees that service of process, summons, notice or document by registered mail addressed to it at the applicable address set forth in Section 3.8 shall be effective service of process for any suit, action or proceeding brought in any such court.

3.3 Waiver of Jury Trial. THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, EXECUTION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE TRIAL BY JURY AND THAT ANY ACTION OR PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

3.4 Assignment. This Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder will be assigned (including by operation of law) without the prior written consent of the parties hereto.

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3.5 Specific Performance. The parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the parties hereto do not perform the provisions of this Agreement in accordance with its specified terms or otherwise breach or threaten to breach such provisions. The parties acknowledge and agree that the parties hereto shall be entitled, in addition to any other remedy to which they are entitled at law or in equity, to an injunction, specific performance and other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions hereof. Without limiting the foregoing, each of the parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that (a) there is adequate remedy at law or (b) an award of specific performance is not an appropriate remedy for any reason at law or in equity. Any party seeking an order or injunction to prevent breaches or threatened breaches and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction.

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

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

3.8 Notices. All notices and other communications under this Agreement shall be in writing and shall be deemed given (a) when delivered personally by hand (with written confirmation of receipt by other than automatic means, whether electronic or otherwise), (b) when sent by email (with no automated reply, such as an out-of-office notification, no mail undeliverable notification or other rejection notice) or (c) one (1) Business Day following the day sent by an internationally recognized overnight courier (with written confirmation of receipt), in each case, at the following addresses or e-mail addresses (or to such other address or e-mail address as a party may have specified by notice given to the other party pursuant to this provision):

If to Parent:

Nebula Caravel Acquisition Corp.

Four Embarcadero Center, Suite 2100

San Francisco, California 94111

Attention: [                ]

Email: [                ]

with a copy (which will not constitute actual or constructive notice) to:

Simpson Thacher & Bartlett LLP

2475 Hanover Street

Palo Alto, CA 94304

Attention: [                ]

[                ]

Email: [                ]

[                ]

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If to the Company:

A Place for Rover, Inc.

711 Capitol Way S., Suite 204,

Olympia, WA 98501

Attention: [                ]

Email: [                ]

with a copy (which will not constitute actual or constructive notice) to:

Wilson Sonsini Goodrich & Rosati

One Market Plaza

Spear Tower, Suite 3300

San Francisco, CA 94105-1126

Attention: [                ]

Email: [                ]

and

Wilson Sonsini Goodrich & Rosati

701 Fifth Avenue, Suite 5100

Seattle, WA 98104

Attention: [                ]

Email: [                ]

[                ]

If to a Company Stockholder:

To such Company Stockholder’s address set forth in Schedule I

with a copy (which will not constitute actual or constructive notice) to:

Wilson Sonsini Goodrich & Rosati

One Market Plaza

Spear Tower, Suite 3300

San Francisco, CA 94105-1126

Attention: [                ]

Email: [                ]

and

Wilson Sonsini Goodrich & Rosati

701 Fifth Avenue, Suite 5100

Seattle, WA 98104

Attention: [                ]

Email: [                ]

[                ]

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

-9-

3.10 Entire Agreement. This Agreement and the agreements referenced herein constitute the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersede all prior understandings, agreements or representations by or among the parties hereto to the extent they relate in any way to the subject matter hereof.

3.11 Several and Not Joint Obligations. The representations, warranties, covenants, agreements, obligations and liability of the Company Stockholders party to this Agreement shall be several, and not joint. Notwithstanding any other provision of this Agreement, in no event will any Company Stockholder be liable for any other Person’s breach of such other Person’s representations, warranties, covenants, or agreements contained in this Agreement, the Merger Agreement or any other Ancillary Agreement.

[Remainder of page intentionally left blank]

-10-

IN WITNESS WHEREOF, the Company Stockholders, Parent, and the Company have each caused this Stockholder Support Agreement to be duly executed as of the date first written above.

COMPANY STOCKHOLDERS:
[________________]
By:
	Name:
	Title:

[Signature Page to Stockholder Support Agreement]

PARENT:
NEBULA CARAVEL ACQUISITION CORP.
By:
	Name:
	Title:

[Signature Page to Stockholder Support Agreement]

COMPANY:
A PLACE FOR ROVER, INC.
By:
	Name:
	Title:

[Signature Page to Stockholder Support Agreement]

Schedule I

Company Stockholder Subject Shares

Holder	Common	Series A Preferred	Series B Preferred	Series C Preferred	Series D Preferred	Series E Preferred	Series F Preferred	Series G Preferred	Notice Information
[•]2
Total:

²  Note to Draft: To be populated with the name, address and holdings of each Company Stockholder executing this Agreement.

Exhibit A

Written Consent

ACTION BY WRITTEN CONSENT

OF

THE STOCKHOLDERS

OF

A PLACE FOR ROVER, INC.

Pursuant to Section 228 of the Delaware General Corporation Law and the bylaws of A Place for Rover, Inc., a Delaware corporation (the “Company”), the undersigned, constituting the holders of the Company’s issued and outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such actions at a meeting at which all shares entitled to vote thereon were present and voted, hereby take the following actions by written consent:

APPROVAL OF BUSINESS COMBINATION AGREEMENT AND RELATED AGREEMENTS

WHEREAS, prior to the execution of this written consent, the Company’s Board of Directors (the “Board”) approved that certain Business Combination Agreement and Plan of Merger (as it may be amended or supplemented, the “Business Combination Agreement”) attached hereto as Exhibit A, by and among Nebula Caravel Acquisition Corp., a Delaware corporation (“Parent”), Fetch Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”) and the Company, pursuant to which Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (such transaction, the “Merger”) (capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the Business Combination Agreement);

WHEREAS, the Board has declared that the Business Combination Agreement and the documents, instruments, certificates and agreements contemplated to be executed and delivered in connection with the Business Combination Agreement (collectively, the “Transaction Documents”) and the terms and conditions of the Merger and the transactions contemplated by the Business Combination Agreement and the other Transaction Documents are advisable, fair to, and in the best interests of the Company and the stockholders of the Company, and recommended that the stockholders of the Company adopt and approve the Business Combination Agreement and approve the Merger and the other transactions contemplated by the Transaction Documents;

WHEREAS, the undersigned Company stockholders desire to adopt and approve the Business Combination Agreement and the other Transaction Documents and approve the Merger and the other transactions contemplated by the Transaction Documents.

NOW, THEREFORE, BE IT RESOLVED, that the undersigned Company stockholders hereby adopt and approve the Business Combination Agreement and the other Transaction Documents and approve the Merger and the other transactions contemplated by the Transaction Documents.

RESOLVED FURTHER, that the directors of the Company are authorized and empowered to take any and all such further action as may be deemed necessary or advisable to effectuate the purposes and intent of the resolutions hereby adopted.

RESOLVED FURTHER, that the officers of the Company are authorized and empowered to take such other actions and sign such other documents as they deem necessary or advisable to carry out the intent of the foregoing resolutions, and all prior actions taken in connection therewith are hereby ratified and approved.

[Signature pages follow]

2

This action by written consent shall be effective as of the date the Company receives the requisite consent of the Company’s stockholders. By executing this action by written consent, each undersigned stockholder is giving written consent with respect to all shares of the Company’s capital stock held by such stockholder in favor of the above resolutions. This action by written consent may be executed in any number of counterparts, each of which shall constitute an original and all of which together shall constitute one action. Any copy, facsimile or other reliable reproduction of this action by written consent may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used. This action by written consent shall be filed with the minutes of the proceedings of the stockholders of the Company.

	[•]
Date:	By:
	[Name:
	Title:]

Signature page to Action by Written Consent of the Stockholders of A Place for Rover, Inc.

1

EXHIBIT A

Business Combination Agreement and Plan of Merger

Exhibit B

Written Consent

[    ], 2021

A Place for Rover, Inc.

2101 4th Avenue, Suite 400

Seattle, WA

Attention: Chief Executive Officer

Re: Automatic Conversion Request

Ladies and Gentlemen,

Reference is made to (A) the Business Combination Agreement and Plan of Merger (as amended, restated, modified or supplemented from time to time, the “Merger Agreement”), dated as of February [    ], 2021 by and among Nebula Caravel Acquisition Corp., a Delaware corporation (“Parent”), Fetch Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and A Place for Rover, Inc. d/b/a Rover, a Delaware corporation (the “Company”), pursuant to which, among other transactions, Merger Sub is to merge with and into the Company, with the Company continuing on as the surviving entity, on the terms and conditions set forth therein and (B) the Company’s Amended and Restated Certificate of Incorporation as currently in effect (as amended, restated, modified or supplemented from time to time, the “Certificate of Incorporation”).

Pursuant to the Company’s Certificate of Incorporation, each share of a series of preferred stock of the Company (the “Preferred Stock”) will automatically be converted into shares of common stock of the Company (the “Common Stock”) at the then effective Conversion Rate (as defined in the Certificate of Incorporation) for such series upon the receipt by the Company of a written request for such conversion from the requisite holders of Preferred Stock pursuant to the terms of the Certificate of Incorporation, which conversion may be effective at such later date for conversion specified in any such requests.

The undersigned hereby irrevocably requests that each share of Series [ ] Preferred Stock of the Company be automatically converted into shares of Common Stock at the applicable Conversion Rate, in accordance with the terms of the Certificate of Incorporation, in each case effective immediately prior to the Effective Time (as defined in the Merger Agreement), provided, however, that this request shall terminate and be of no further force or effect if the Merger Agreement is terminated in accordance with its terms.

[signature page follows]

[Exhibit B to Stockholder Support Agreement]

Please acknowledge your agreement with the terms and conditions contained in this letter agreement by countersigning below.

[PREFERRED STOCKHOLDER]

By:

Name:

Title:

ACKNOWLEDGED AND AGREED,

A PLACE FOR ROVER, INC.

By:

Name:

Title:

EX-10.4

Exhibit 10.4

FORM OF SUBSCRIPTION AGREEMENT

Nebula Caravel Acquisition Corp.

Four Embarcadero Center, Suite 2100

San Francisco, California 94111

Ladies and Gentlemen:

In connection with the proposed business combination (the “Transaction”) between Nebula Caravel Acquisition Corporation, a Delaware corporation (the “Company”), and A Place for Rover, Inc. d/b/a “Rover”, a Delaware corporation (“Rover”), which is expected to result in a business combination between the Company and Rover, pursuant to which the Company will directly or indirectly acquire 100% of the outstanding equity interests of Rover pursuant to the Transaction Agreement (defined below), the undersigned desires to subscribe for and purchase from the Company, and the Company desires to sell to the undersigned, that number of shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), upon consummation of the Transaction, set forth on the signature page hereof for a purchase price of $10.00 per share (the “Purchase Price”), on the terms and subject to the conditions contained herein. In connection therewith, the undersigned, Rover and the Company agree as follows:

1.    Subscription. The undersigned hereby irrevocably subscribes for and agrees to purchase from the Company such number of shares of Common Stock as is set forth on the signature page of this Subscription Agreement on the terms and subject to the conditions provided for herein (the “Shares”). The undersigned understands and agrees that the Company reserves the right to accept or reject the undersigned’s subscription for the Shares for any reason or for no reason, in whole or in part, at any time prior to its acceptance by the Company, and the same shall be deemed to be accepted by the Company only when this Subscription Agreement is signed by a duly authorized person by or on behalf of the Company; the Company may do so in counterpart form. In the event of rejection of the entire subscription by the Company or the termination of this subscription in accordance with the terms hereof, the undersigned’s payment hereunder will be returned promptly (but not later than two (2) business days thereafter) to the undersigned along with this Subscription Agreement, and this Subscription Agreement shall have no force or effect.

2.    Closing. The closing of the sale of the Shares contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur on the date of, and immediately prior to, the consummation of the Transaction. Following written notice from (or on behalf of) the Company to the undersigned (the “Closing Notice”) that the Company reasonably expects (i) all conditions to the closing of the Transaction to be satisfied or waived and (ii) the Closing to occur on a date that is not less than five (5) business days from the date of the Closing Notice, the undersigned shall deliver to the Company, at least two (2) business days prior to the anticipated Closing date specified in the Closing Notice (the “Closing Date”), or such other time agreed to between the Company and the undersigned, the subscription amount for the Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice against delivery to the undersigned of the Shares in book entry form as set forth in the following sentence. The Company shall deliver (or cause the delivery of) (i) the Shares in book entry form to the undersigned (or its nominee in accordance with its delivery instructions) or to a custodian

designated by undersigned, as applicable, as indicated below and (ii) written evidence from the Company’s transfer agent reflecting the issuance of such Shares on and as of the Closing Date. This Subscription Agreement shall terminate and be of no further force or effect, without any liability to either party hereto, if the Company notifies the undersigned in writing that it has abandoned its plans to move forward with the Transaction. If this Subscription Agreement terminates following the delivery by the undersigned of the purchase price for the Shares, the Company shall promptly (but not later than two (2) business days thereafter) return the purchase price to the undersigned.

3.    Closing Conditions. The Closing is also subject to the conditions that, on the Closing Date:

a.    all representations and warranties of the Company and the undersigned contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by each of the Company and the undersigned of each of the representations, warranties and agreements of each such party contained in this Subscription Agreement as of the Closing Date, but in each case without giving effect to consummation of the Transaction;

b.    the Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing;

c.    no governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition;

d.    the Company’s supplemental listing application with the Nasdaq Capital Market in connection with the Transaction shall have been approved and, immediately following the Closing, the Company shall satisfy any applicable initial and continuing listing requirements of the Nasdaq Capital Market and the Company shall not have received any notice of non-compliance therewith, and the Shares, shall have been approved for listing on the Nasdaq Capital Market;

e.    all conditions precedent to the closing of the Transaction, including the approval of the Company’s stockholders, shall have been satisfied or waived (other than those conditions which, by their nature, are to be satisfied at the closing of the Transaction); and

f.    no amendment or modification of, or waiver with respect to Company’s obligation to effect the Closing under, the Transaction Agreement shall have occurred that would reasonably be expected to materially, adversely and disproportionately as compared to other investors affect the economic benefits to the undersigned under this Subscription Agreement without having received undersigned prior written consent.

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

5.    Company Representations and Warranties. The Company represents and warrants to the undersigned that:

a.    The Company has been duly incorporated, is validly existing and is in good standing under the laws of the State of Delaware, with corporate power and authority to own, lease and operate its properties and conduct its business as presently conducted.

b.    The Shares have been duly authorized and, when issued and delivered to the undersigned against full payment therefor in accordance with the terms of this Subscription Agreement, the 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 created under the Company’s Amended and Restated Certificate of Incorporation or under the laws of the State of Delaware.

c.    This Subscription Agreement has been duly authorized, executed and delivered by the Company and is enforceable 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.

d.    The issuance and sale of the Shares and the compliance by the Company with all of the provisions of this Subscription Agreement and the consummation of the transactions herein will not 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 Company or any of its subsidiaries pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company is subject, which would have a material adverse effect on the business, properties, financial condition, stockholders’ equity or results of operations of the Company (a “Material Adverse Effect”) or materially affect the validity of the Shares or the legal authority of the Company to comply in all material respects with the terms of this Subscription Agreement; (ii) result in any violation of the provisions of the organizational documents of the Company; or (iii) result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Company or any of its properties that would have a Material Adverse Effect or materially affect the validity of the Shares or the legal authority of the Company to comply with this Subscription Agreement; subject, in the case of the foregoing clauses (i) and (iii) with respect to the consummation of the transactions therein contemplated.

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e.    Except for such matters as have not had and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, there is no (i) suit, action, charge, complaint, labor dispute, proceeding or arbitration before a governmental authority or arbitrator pending, or, to the knowledge of the Company, threatened in writing against the Company or (ii) judgment, decree, injunction, ruling or order of any governmental authority or arbitrator outstanding against the Company.

f.    There are no securities or instruments issued by or to which the Company is a party containing anti-dilution or similar provisions that will be triggered by the issuance of (i) the Shares or (ii) the shares to be issued pursuant to any subscription agreements with the Company substantially similar to this Subscription Agreement (the “Other Subscription Agreements”), that have not been or will not be validly waived on or prior to the Closing Date.

g.    The Company is not in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of (i) the organizational documents of the Company, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which the Company is now a party or by which the Company’s properties or assets are bound or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Company 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, a Material Adverse Effect.

h.    The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the execution, delivery and performance by the Company of this Subscription Agreement (including, without limitation, the issuance of the Shares), other than (i) the filing with the Securities and Exchange Commission (the “Commission”) of the Registration Statement (as defined below), (ii) filings required by applicable state securities laws, (iii) the filing of a Notice of Exempt Offering of Securities on Form D with the Commission under Regulation D of the Securities Act, (iv) the filings required in accordance with Section 7 of this Subscription Agreement; (v) those required by the Nasdaq Stock Market (the “Nasdaq”), including with respect to obtaining stockholder approval, and (vi) the failure of which to obtain would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect.

i.    As of the date hereof, the authorized capital stock of the Company consists of (i) 200,000,000 shares of Class A Common Stock, par value $0.0001 per share (“Existing Class A Shares”); (ii) 20,000,000 shares of Class B Common Stock, par value $0.0001 per share (“Existing Class B Shares”); and (iii) 1,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred Shares”). As of the date hereof: (i) no Preferred Shares are issued and outstanding; (ii) 27,500,000 Existing Class A Shares are issued and outstanding; (iii) 6,875,000 Existing Class B Shares are issued and outstanding; and (iv) 10,666,667 Warrants to purchase 10,666,667 Existing Class A Shares are outstanding.

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j.    The Company is in compliance with all applicable laws, except where such non-compliance would not reasonably be expected to have a Material Adverse Effect. The Company has not received any written communication since December 31, 2020, from a governmental entity that alleges that the Company is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation, would not individually or in the aggregate, be reasonably likely to have a Material Adverse Effect.

k.    The issued and outstanding Existing Class A Shares are registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are listed for trading on Nasdaq under the symbol “NEBCU.” Except as otherwise disclosed by the Company in the SEC Documents (as defined below), there is no suit, action, proceeding or investigation pending or, to the knowledge of the Company, threatened against the Company by Nasdaq or the Commission with respect to any intention by such entity to deregister the Existing Class A Shares or prohibit or terminate the listing of the Existing Class A Shares on Nasdaq. The Company has taken no action that is designed to terminate the registration of the Existing Class A Shares under the Exchange Act.

l.    Assuming the accuracy of the undersigned’s representations and warranties set forth in Section 6 of this Subscription Agreement, no registration under the Securities Act is required for the offer and sale of the Shares by the Company to the undersigned.

m.    Neither the Company nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) in connection with any offer or sale of the Shares.

n.    Each subscription agreement entered into with other investors in connection with the Transaction is substantially similar hereto. The Company has not entered into any side letter or similar agreement with any investor in connection with such investor’s direct or indirect investment in the Company other than (i) the Other Subscription Agreements relating to the issuance and sale by the Company of Class A Common Stock at the Purchase Price and (ii) the forward purchase agreements providing for the aggregate purchase of at least $100,000,000 of Class A common stock at the Purchase Price.

o.    The Company has made available to the undersigned (including via the Commission’s EDGAR system) a true, correct and complete copy of each form, report, statement, schedule, prospectus, proxy, registration statement and other documents filed by the Company with the Commission since its initial registration of the Existing Class A Shares (the “SEC Documents”) and prior to the date of this Subscription Agreement. None of the SEC Documents filed under the Exchange Act contained, when filed or, if amended prior to the date of this Subscription Agreement, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company has timely filed each report, statement, schedule, prospectus, and registration statement that the Company was required to file with the Commission since its inception. As of the date hereof, there are no material outstanding or unresolved comments in comment letters from the Commission staff with respect to any of the SEC Documents.

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p.    Except for commissions and expenses payable to Deutsche Bank Securities Inc., and Morgan Stanley & Co. LLC (the “Placement Agents”) in connection with their engagement as placement agents for the sale of the Shares, the Company has not paid, and is not obligated to pay, any brokerage, finder’s or other fee or commission in connection with its issuance and sale of the Shares, including, for the avoidance of doubt, any fee or commission payable to any stockholder or affiliate of the Company.

6.    Representations and Warranties of the Undersigned. The undersigned represents and warrants to the Company that:

a.    The undersigned is (i) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) or (ii) an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), in each case, satisfying the requirements set forth on Schedule A, and is acquiring the Shares only for his, her or its own account and not for the account of others, and not on behalf of any other account or person or 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 A following the signature page hereto). The undersigned is not an entity formed for the specific purpose of acquiring the Shares and is an “institutional account” as defined by FINRA Rule 4512(c).

b.    The undersigned understands that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Shares have not been registered under the Securities Act. The undersigned understands that the Shares may not be resold, transferred, pledged or otherwise disposed of by the undersigned absent an effective registration statement under the Securities Act except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur 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 any certificates representing the Shares shall contain a legend to such effect. The undersigned acknowledges that the Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. The undersigned understands and agrees that the Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, the undersigned may not be able to readily resell the Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite period of time. The undersigned understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Shares.

c.    The undersigned understands and agrees that the undersigned is purchasing Shares directly from the Company. The undersigned further acknowledges that there have not been, and the undersigned hereby agrees that it is not relying on, any representations, warranties, covenants and agreements made to the undersigned by the Company, the Placement Agents or any of their respective officers, directors, partners, agents or representatives, any other party to the Transaction or any other person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Subscription Agreement.

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d.    The undersigned’s acquisition and holding of the Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law.

1.1.1    The undersigned acknowledges and agrees that the undersigned has received access to, and has had an adequate opportunity to review, such information as the undersigned deems necessary in order to make an investment decision with respect to the Shares. Without limiting the generality of the foregoing, the undersigned acknowledges that it has reviewed the documents provided to the undersigned by the Company. The undersigned represents and agrees that the undersigned and the undersigned’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as the undersigned and such undersigned’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares, and made its own assessment and is satisfied concerning the relevant tax and other economic considerations relevant to the undersigned’s investment in the Shares. The undersigned further acknowledges that the information provided to the undersigned is preliminary and subject to change. The undersigned acknowledges and agrees that (i) none of the Placement Agents, or any affiliate of the Placement Agents, has provided the undersigned with any information or advice with respect to the Shares nor is such information or advice necessary or desired and (ii) none of the Placement Agents nor any of their respective affiliates has prepared any disclosure or offering document in connection with the offer and sale of the Shares. None of the Placement Agents or any of their respective affiliates has made or makes any representation as to the Company, Rover or the quality or value of the Shares and the Placement Agents and any of their respective affiliates may have acquired non-public information with respect to the Company or Rover which the undersigned agrees need not be provided to it. In connection with the issuance of the Shares to the undersigned, none of the Placement Agents or any of their respective affiliates has acted as a financial advisor or fiduciary to the undersigned. The undersigned agrees that none of the Placement Agents shall be liable to the undersigned for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the undersigned’s purchase of the Shares.

e.    The undersigned became aware of this offering of the Shares solely by means of direct contact between the undersigned and the Company or a representative of the Company, and the Shares were offered to the undersigned solely by direct contact between the undersigned and the Company or a representative of the Company. The undersigned did not become aware of this offering of the Shares, nor were the Shares offered to the undersigned, by any other means. The undersigned acknowledges that the Company represents and warrants that the Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws.

f.    The undersigned acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares. The undersigned has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares, and the undersigned has sought such accounting, legal and tax

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advice as the undersigned has considered necessary to make an informed investment decision. The undersigned (i) is an institutional account as defined in FINRA Rule 4512(c), (ii) is a sophisticated investor, experienced in investing in private equity transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities, and (iii) has exercised independent judgment in evaluating its participation in the purchase of the Shares. The undersigned understands and acknowledges that the purchase and sale of the Shares hereunder meets (i) the exemptions from filing under FINRA Rule 5123(b)(1)(A) and (ii) the institutional customer exemption under FINRA Rule 2111(b).

g.    Alone, or together with any professional advisor(s), the undersigned has adequately analyzed and fully considered the risks of an investment in the Shares and determined that the Shares are a suitable investment for the undersigned and that the undersigned is able at this time and in the foreseeable future to bear the economic risk of a total loss of the undersigned’s investment in the Company. The undersigned acknowledges specifically that a possibility of total loss exists.

h.    In making its decision to purchase the Shares, the undersigned has relied solely upon independent investigation made by the undersigned and the representations or warranties of the Company herein. Without limiting the generality of the foregoing, the undersigned has not relied on any statements or other information provided by the Placement Agents concerning the Company or the Shares or the offer and sale of the Shares.

i.    The undersigned understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Shares or made any findings or determination as to the fairness of this investment.

j.    If the undersigned is not an individual, the undersigned has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation or formation.

k.    The execution, delivery and performance by the undersigned of this Subscription Agreement are within the powers of the undersigned, have been duly authorized and will not constitute or result in a breach or default under or conflict with any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the undersigned is a party or by which the undersigned is bound, and, if the undersigned is not an individual, will not violate any provisions of the undersigned’s charter documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Subscription Agreement is genuine, and the signatory, if the undersigned is an individual, has legal competence and capacity to execute the same or, if the undersigned is not an individual, the signatory has been duly authorized to execute the same, and this Subscription Agreement constitutes a legal, valid and binding obligation of the undersigned, enforceable against the undersigned in accordance with its terms.

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l.    Neither the due diligence investigation conducted by the undersigned in connection with making its decision to acquire the Shares nor any representations and warranties made by the undersigned herein shall modify, amend or affect the undersigned’s right to rely on the truth, accuracy and completeness of the Company’s representations and warranties contained herein.

m.    The undersigned 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 (collectively, a “Prohibited Investor”). The undersigned agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the undersigned is permitted to do so under applicable law. If the undersigned is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the undersigned maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. 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. To the extent required, it maintains policies and procedures reasonably designed to ensure that the funds held by the undersigned and used to purchase the Shares were legally derived.

n.    No disclosure or offering document has been prepared by the Placement Agents or any of their respective affiliates in connection with the offer and sale of the Shares.

o.    The Placement Agents and their respective directors, officers, employees, representatives and controlling persons have made no independent investigation with respect to the Company or the Shares or the accuracy, completeness or adequacy of any information supplied to the undersigned by the Company.

p.    In connection with the issue and purchase of the Shares, the Placement Agents have not acted as the undersigned’s financial advisor or fiduciary.

q.    If the undersigned is a resident or subject to the laws of Canada, the undersigned hereby declares, represents, warrants and agrees as set forth in the attached Schedule B.

r.    The undersigned represents that no disqualifying event described in Rule 506(d)(1)(i)-(viii) under the Securities Act (a “Disqualification Event”) is applicable to the undersigned or any of its Rule 506(d) Related Parties (as defined below), except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable. The undersigned hereby agrees that it shall notify the Company promptly in writing in the event a Disqualification Event becomes applicable to the undersigned or any of its Rule 506(d) Related Parties, except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable. For purposes of this Section 6(r), “Rule 506(d) Related Party” shall mean a person or entity that is a direct beneficial owner of the undersigned’s securities for purposes of Rule 506(d) under the Securities Act.

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s.    As of the date of this Subscription Agreement the undersigned does not have, and during the thirty (30) day period immediately prior to the date of this Subscription Agreement the undersigned has not entered into, any “put equivalent position” as such term is defined in Rule 16a-1 under the Exchange Act or Short Sale positions with respect to the securities of the Company. For purposes of this Agreement, “Short Sales” shall include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, and all types of direct and indirect stock pledges (other than pledges in the ordinary course of business as part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers.

7.    Registration Rights.

a.    If the offer and sale of the Shares are not registered in connection with the consummation of the Transaction, the Company agrees that, within forty-five (45) calendar days after the consummation of the Transaction (the “Filing Date”), the Company will file with the Commission (at the Company’s sole cost and expense) a registration statement (the “Registration Statement”) registering the resale of the Shares, and the Company 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 90th calendar day (or 120th calendar day if the Commission notifies the Company that it will “review” the Registration Statement) following the Closing and (ii) the 10th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Date”); provided, that the Company’s obligations to include the Shares in the Registration Statement are contingent upon the undersigned furnishing in writing to the Company such information regarding the undersigned, the securities of the Company held by the undersigned and the intended method of disposition of the Shares as shall be reasonably requested by the Company to effect the registration of the Shares, and shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations; provided, further, that the undersigned shall not in connection with the foregoing be required to execute any lock-up or similar agreement or would otherwise be subject to any contractual restriction on the ability to transfer the Shares. The Company will use its commercially reasonable efforts to provide a draft of the Registration Statement to the undersigned for review at least five (5) business days in advance of filing the Registration Statement. For purposes of clarification, any failure by the Company to file the Registration Statement by the Filing Date or to effect such Registration Statement by the Effectiveness Date shall not otherwise relieve the Company of its obligations to file or effect the Registration Statement as set forth above in this Section 7.

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b.    In the case of the registration, qualification, exemption or compliance effected by the Company pursuant to this Subscription Agreement, the Company shall, upon reasonable request, inform the undersigned as to the status of such registration, qualification, exemption and compliance. At its expense the Company shall:

i. except for such times as the Company is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement, use its commercially reasonable efforts to keep such registration, and any qualification, exemption or compliance under state securities laws which the Company determines to obtain, continuously effective with respect to the undersigned, 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) the undersigned ceases to hold any Shares, (ii) the date all Shares held by the undersigned 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 Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable), and (iii) three years from the Effective Date of the Registration Statement;

ii. advise the undersigned within five (5) business days: (1) when a Registration Statement or any amendment thereto has been filed with the Commission and when such Registration Statement or any post-effective amendment thereto has become effective; (2) of any request by the Commission for amendments or supplements to any Registration Statement or the prospectus included therein or for additional information; (3) 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; (4) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and (5) subject to the provisions in this Subscription Agreement, of the occurrence of any event that requires the making of any changes in any Registration Statement or prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading.

Notwithstanding anything to the contrary set forth herein, the Company shall not, when so advising the undersigned of such events, provide the undersigned with any material, nonpublic information regarding the Company other than to the extent that providing notice to the undersigned of the occurrence of the events listed in (1) through (5) above constitutes material, nonpublic information regarding the Company;

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

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iv. upon the occurrence of any event contemplated above, except for such times as the Company is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of a Registration Statement, the Company 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 Shares 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;

v. use its commercially reasonable efforts to cause all Shares to be listed on each securities exchange or market, if any, on which the Existing Class A Shares issued by the Company have been listed;

vi. use its commercially reasonable efforts to take all other steps necessary to effect the registration of the Shares contemplated hereby and to enable the undersigned to sell the Shares under Rule 144; and

vii. cause the Company’s transfer agent to remove the restrictive legend on the Shares, at the undersigned’s request, when the Shares are sold pursuant to Rule 144 promulgated under the Securities Act or the Registration Statement. In connection therewith, if required by the Company’s transfer agent, the Company will promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent that authorize and direct the transfer agent to issue such Shares without any such legend.

c. Notwithstanding anything to the contrary in this Subscription Agreement, the Company shall be entitled to delay or postpone the effectiveness of the Registration Statement, and from time to time to require the undersigned not to sell under the Registration Statement or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event the Company’s board of directors reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company in the Registration Statement of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement would be expected, in the reasonable determination of the Company’s board of directors, upon the advice of legal counsel, to cause the Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that the Company may not delay or suspend the Registration Statement on more than three occasions or for more than ninety (90) consecutive calendar days, or more than one hundred and eighty (180) total calendar days, in each case during any twelve-month period. Upon receipt of

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any written notice from the Company 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, the undersigned agrees that (i) it will immediately discontinue offers and sales of the Shares under the Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144) until the undersigned receives copies of a supplemental or amended prospectus (which the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales, and (ii) it will maintain the confidentiality of any information included in such written notice delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, the undersigned will deliver to the Company or, in the undersigned’s sole discretion destroy, all copies of the prospectus covering the Shares in the undersigned’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Shares shall not apply (i) to the extent the undersigned 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.

d. The undersigned may deliver written notice (including via email in accordance with this Subscription Agreement) (an “Opt-Out Notice”) to the Company requesting that the undersigned not receive notices from the Company otherwise required by this Section 7; provided, however, that the undersigned may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from the undersigned (unless subsequently revoked), the Company shall not deliver any such notices to the undersigned and the undersigned shall no longer be entitled to the rights contemplated by this Section 7.

e. Indemnification.

i. the Company agrees to indemnify, to the extent permitted by law the undersigned, its directors and officers and agents and each person who controls the undersigned, if any, (within the meaning of the Securities Act) against all losses, claims, damages, liabilities, and expenses (including attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained in any Registration Statement or prospectus included in any Registration Statement or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company by the undersigned expressly for use therein.

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ii. In connection with any Registration Statement in which the undersigned is participating, the undersigned shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers and agents and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities, and expenses (including without limitation reasonable attorneys’ fees) resulting from any untrue statement of material fact contained in the Registration Statement, prospectus, or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein 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 the undersigned expressly for use therein; provided, however, that the liability of the undersigned shall be several and not joint and shall be in proportion to and limited to the net proceeds received from the sale of Shares pursuant to such Registration Statement.

iii. 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) 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 (but such consent shall not be unreasonably withheld). 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 (1) counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist 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, 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.

iv. 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 or any officer, director or controlling person of such indemnified party and shall survive the transfer of securities.

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Each party participating in an offering also agrees to make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event such party’s indemnification is unavailable for any reason.

v. If the indemnification provided under this Section 7(f) from the indemnifying party is unavailable to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses 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 in Sections 7(e)(i), (ii) and (iii) above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to indemnification pursuant to this Section 7(f) from any person who was not guilty of such fraudulent misrepresentation.

8.    Termination. This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of (a) following the execution of a definitive agreement among the Company, the Company and Rover with respect to the Transaction (a “Transaction Agreement”), such date and time as such Transaction Agreement is terminated in accordance with its terms without the Transaction being consummated, (b) upon the mutual written agreement of each of the parties hereto to terminate this Subscription Agreement; (c) if any of the conditions to Closing set forth in Section 3 of this Subscription Agreement are not satisfied or waived on or prior to the Closing and, as a result thereof, the transactions contemplated by this Subscription Agreement are not consummated at the Closing; or (d) December 31, 2021 in the event the Transaction has not occurred by such time; provided that nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from such breach. The Company shall promptly notify the undersigned of the termination of the Transaction Agreement after the termination of such agreement.

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9.    Trust Account Waiver. The undersigned acknowledges that the Company is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or assets. The undersigned further acknowledges that, as described in the Company’s prospectus relating to its initial public offering dated December 9, 2020 (the “Prospectus”) available at www.sec.gov, substantially all of the Company’s assets consist of the cash proceeds of the Company’s initial public offering and private placements of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of the Company, its public stockholders and the underwriters of the Company’s initial public offering. For and in consideration of the Company entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account, and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement; provided, however, that nothing in this Section 9 shall be deemed to limit any of the undersigned’s right, title, interest or claim to the Trust Account by virtue of the undersigned’s record or beneficial ownership of securities of the Company acquired by any means other than pursuant to this Subscription Agreement.

10.    Miscellaneous.

a.    Neither this Subscription Agreement nor any rights that may accrue to the undersigned hereunder may be transferred or assigned except that after the Closing, any Shares acquired hereunder and any rights of the undersigned pursuant to Section 7 or 8 hereof may be transferred to an affiliate of the undersigned; provided, that such assignee agrees to be bound by the terms of this Subscription Agreement.

b.    The Company may request from the undersigned such additional information as the Company may deem necessary to evaluate the eligibility of the undersigned to acquire the Shares, and the undersigned shall provide such information as may reasonably be requested, to the extent readily available and to the extent consistent with its internal policies and procedures.

c.    The undersigned acknowledges that the Company, Rover, the Placement Agents and others will rely on the acknowledgments, understandings, agreements, representations and warranties contained in this Subscription Agreement. Prior to the Closing, the undersigned agrees to promptly notify the Company if any of the acknowledgments, understandings, agreements, representations and warranties set forth herein are no longer accurate. The undersigned agrees that each purchase by the undersigned of Shares from the Company will constitute a reaffirmation of the acknowledgments, understandings, agreements, representations and warranties herein (as modified by any such notice) by the undersigned as of the time of such purchase. The undersigned further acknowledges and agrees that the Placement Agents are third-party beneficiaries of the representations and warranties of the undersigned contained in Section 6 of this Subscription Agreement.

d.    The Company 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.

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e.    All the agreements, representations and warranties made by each party hereto in this Subscription Agreement shall survive the Closing.

f.    This Subscription Agreement may not be modified, waived or terminated except by an instrument in writing, signed by the party against whom enforcement of such modification, waiver, or termination is sought. For the avoidance of doubt, this Subscription Agreement may not be modified, waived or terminated without the express written consent of Rover.

g.    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. Except as otherwise expressly set forth in subsection (f) of Section 7 and subsection (c) and (k) of this Section 10, this Subscription Agreement shall not confer any rights or remedies upon any person other than the parties hereto, and their respective successor and assigns.

h.    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.

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

j.    The undersigned consents to receipt of this Subscription Agreement in electronic form and understand and agree that this Subscription Agreement may be signed electronically. If any signature is delivered by facsimile transmission, electronic mail, or otherwise by electronic transmission evidencing an intent to sign this Subscription Agreement (including any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com), such facsimile transmission, electronic mail or other electronic transmission shall create a valid and binding obligation of the undersigned with the same force and effect as if such signature were an original. Execution and delivery of this Subscription Agreement by facsimile transmission, electronic mail or other electronic transmission is legal, valid and binding for all purposes. This Subscription Agreement may be executed in one or more counterparts (including by facsimile or electronic mail or in .pdf) and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement.

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k.    The parties hereto agree that irreparable damage would occur if any of the provisions of this Subscription Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Subscription Agreement and to enforce specifically the terms and provisions of this Subscription Agreement, this being in addition to any other remedy to which such party is entitled at law, in equity, in contract, in tort or otherwise.

l.    THIS SUBSCRIPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THAT WOULD OTHERWISE REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER STATE. EACH PARTY HERETO HEREBY WAIVES ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION PURSUANT TO THIS SUBSCRIPTION AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.

m.    The Company shall, by 9:00 a.m., New York City time, on the first (1st) business day immediately following the date of this Subscription Agreement, issue one or more press releases or file with the Commission a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing all material terms of the transactions contemplated hereby, the Transaction and any other material, nonpublic information that the Company has provided to the undersigned at any time prior to the filing of the Disclosure Document. From and after the issuance of the Disclosure Document. Notwithstanding anything in this Subscription Agreement to the contrary, the Company shall not publicly disclose the name of the undersigned or any of its affiliates, or include the name of the undersigned or any of its affiliates in any press release or in any filing with the Commission or any regulatory agency or trading market, without the prior written consent of the undersigned, except (i) as required by the federal securities law in connection with the Registration Statement, (ii) in the filing of a form of the Subscription Agreement with the Commission and in the related Current Report on Form 8-K in a manner acceptable to the undersigned, (iii) in a press release or marketing materials of the Company in connection with the Transaction in a manner reasonably acceptable to the undersigned and (iv) to the extent such disclosure is required by law, at the request of the Staff of the Commission or regulatory agency or under the regulations of Nasdaq, in which case the Company shall provide the undersigned with prior written notice of such disclosure permitted under this subclause (iv).

[SIGNATURE PAGES FOLLOW]

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

Name of Investor:	State/Country of Formation or Domicile:
By:
Name:
Title:

Name in which shares are to be registered (if different):	Date:             , 2021
Investor’s EIN:
Business Address-Street:	Mailing Address-Street (if different):
City, State, Zip:	City, State, Zip:
Attn:	Attn:
Telephone No.:	Telephone No.:
Facsimile No.:	Facsimile No.:
Number of Shares subscribed for:
Aggregate Subscription Amount: $	Price Per Share: $10.00

You must pay the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the Closing Notice. To the extent the offering is oversubscribed, the number of Shares received may be less than the number of Shares subscribed for.

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IN WITNESS WHEREOF, each of Nebula Caravel Acquisition Corporation and A Place for Rover, Inc. has accepted this Subscription Agreement as of the date set forth below.

NEBULA CARAVEL ACQUISITION CORPORATION

By:

Name:

Title:

Date:            , 2021

A PLACE FOR ROVER, INC. D/B/A “ROVER”

By:

Name:

Title:

Date:            , 2021

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SCHEDULE A

ELIGIBILITY REPRESENTATIONS OF THE INVESTOR

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).

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. for one or more of the following reasons (Please check the applicable subparagraphs):

☐ We are a 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 an individual or a fiduciary capacity.

☐ We are a broker or dealer registered under Section 15 of the Securities Exchange Act of 1934, as amended.

☐ We are an insurance company, as defined in Section 2(13) of the Securities Act.

☐ We are an investment company registered under the Investment Company Act of 1940 or a business development company, as defined in Section 2(a)(48) of that act.

☐ We are a 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.

☐ We are a 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 the plan has total assets in excess of $5 million.

☐ We are an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, if the investment decision is being made by a plan fiduciary, as defined in Section 3(21) of such act, and the plan fiduciary is either a bank, an insurance company, or a registered investment adviser, or if the employee benefit plan has total assets in excess of $5 million.

☐ We are a private business development company, as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.

☐ We are a corporation, Massachusetts or similar business trust, or partnership, or an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, that was not formed for the specific purpose of acquiring the Securities, and that has total assets in excess of $5 million.

Schedule A

☐ We are a trust with total assets in excess of $5 million not formed for the specific purpose of acquiring the Securities, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the Securities Act.

☐ We are an entity in which all of the equity owners are accredited investors.

C. AFFILIATE STATUS

(Please check the applicable box)

THE INVESTOR:

☐ is:

☐ is not:

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

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

Schedule A

SCHEDULE B

ELIGIBILITY REPRESENTATIONS OF THE INVESTOR (Canadian Investors Only)

1. We hereby declare, represent and warrant that:

(a) we are purchasing the Shares as principal for our own account, or are deemed to be purchasing the Shares as principal for our own account in accordance with applicable Canadian securities laws, and not as agent for the benefit of another investor;

(b) we are residents in or subject to the laws of one of the provinces or territories of Canada;

(c) we are entitled under applicable securities laws to purchase the Shares without the benefit of a prospectus qualified under such securities laws and, without limiting the generality of the foregoing, are both:

a. an “accredited investor” as defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions (“NI 45-106”) or section 73.3(2) of the Securities Act (Ontario) by virtue of satisfying the indicated criterion in Section 11 below, and we are not a person created or used solely to purchase or hold securities as an “accredited investor” as described in paragraph (m) of the definition of “accredited investor” in section 1.1 of NI 45-106; and

b. a “permitted client” as defined in section 1.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (“NI 31-103”) by virtue of satisfying the indicated criterion in Section 12 below

(d) we have received, reviewed and understood, this Subscription Agreement and certain disclosure materials relating to the placing of Shares in Canada and, are basing our investment decision solely on this Subscription and the materials provided by the Company and not on any other information concerning the Company or the offering of the Shares;

(e) the acquisition of Shares does not and will not contravene any applicable Canadian securities laws, rules or policies of the jurisdiction in which we are resident and does not trigger (i) any obligation to prepare and file a prospectus or similar document or (ii) any registration or other similar obligation on the part of any person;

(f) we will execute and deliver within the applicable time periods all documentation as may be required by applicable Canadian securities laws to permit the purchase of the Shares on the terms set forth herein and, if required by applicable Canadian securities laws, will execute, deliver and file or assist the Company in obtaining and filing such reports, undertakings and other documents relating to the purchase of the Shares as may be required by any applicable Canadian securities laws, securities regulator, stock exchange or other regulatory authority; and

(g) neither we nor any party on whose behalf we are acting has been established, formed or incorporated solely to acquire or permit the purchase of Shares without a prospectus in reliance on an exemption from the prospectus requirements of applicable Canadian securities laws.

2. We are aware of the characteristics of the Shares, the risks relating to an investment therein and agree that we must bear the economic risk of its investment in the Shares. We understand that we will not be able to resell the Shares under applicable Canadian securities laws except in accordance with limited exemptions

Schedule B

and compliance with other requirements of applicable law, and we (and not the Company) are responsible for compliance with applicable resale restrictions or hold periods and will comply with all relevant Canadian securities laws in connection with any resale of the Shares.

3. We hereby undertake to notify the Company immediately of any change to any declaration, representation, warranty or other information relating to us set forth herein which takes place prior to the closing of the purchase of the Shares applied for hereby.

4. We understand and acknowledge that (i) the Company is not a reporting issuer in any province or territory in Canada and its securities are not listed on any stock exchange in Canada and there is currently no public market for the Shares in Canada; and (ii) the Company currently has no intention of becoming a reporting issuer in Canada and the Company is not obligated to file and has no present intention of filing a prospectus with any securities regulatory authority in Canada to qualify the resale of the Shares to the public, or listing the Company’s securities on any stock exchange in Canada and thus the applicable restricted period or hold period may not commence and the Shares may be subject to an unlimited hold period or restricted period in Canada and in that case may only be sold pursuant to limited exemptions under applicable securities legislation.

5. We confirm we have reviewed applicable resale restrictions under relevant Canadian legislation and regulations.

6. It is acknowledged that we should consult our own legal and tax advisors with respect to the tax consequences of an investment in the Shares in our particular circumstances and with respect to the eligibility of the Shares for investment by us and resale restrictions under relevant Canadian legislation and regulations, and that we have not relied on the Company or on the contents of the disclosure materials provided by the Company, for any legal, tax or financial advice.

7. If we are a resident of Quebec, we acknowledge that it is our express wish that all documents evidencing or relating in any way to the sale of the Shares be drawn in the English language only. Si nous sommes résidents de la province de Québec, nous reconnaissons par les présentes que c’est notre volonté expresse que tous les documents faisant foi ou se rapportant de quelque manière à la vente des engagements soient rédigés en anglais seulement.

8. We understand and acknowledge that we are making the representations, warranties and agreements contained herein with the intent that they may be relied upon by the Company and the agents in determining our eligibility to purchase the Shares, including the availability of exemptions from the prospectus requirements of applicable Canadian securities laws in connection with the issuance of the Shares.

9. We consent to the collection, use and disclosure of certain personal information for the purposes of meeting legal, regulatory, self-regulatory, security and audit requirements (including any applicable tax, securities, money laundering or anti-terrorism legislation, rules or regulations) and as otherwise permitted or required by law, which disclosures may include disclosures to tax, securities or other regulatory or self-regulatory authorities in Canada and/or in foreign jurisdictions, if applicable, in connection with the regulatory oversight mandate of such authorities.

10. If we are an individual resident in Canada, we acknowledge that: (A) the Company or the agents may be required to provide personal information pertaining to us as required to be disclosed in Schedule I of Form 45-106F1 Report of Exempt Distribution (“Form 45-106F1”) under NI 45-106 (including its name, email address, address, telephone number and the aggregate purchase price paid by the purchaser) (“personal information”) to the securities regulatory authority or regulator in the local jurisdiction (the “Regulator”);

Schedule B

(B) the personal information is being collected indirectly by the Regulator under the authority granted to it in securities legislation; and (C) the personal information is being collected for the purposes of the administration and enforcement of the securities legislation; and by purchasing the securities, we shall be deemed to have authorized such indirect collection of personal information by the Regulator. Questions about the indirect collection of information should be directed to the Regulator in the local jurisdiction, using the contact information set out below:

(a) in Alberta, the Alberta Securities Commission, Suite 600, 250 - 5th Street SW, Calgary, Alberta T2P 0R4, Telephone: (403) 297-6454, toll free in Canada: 1-877-355-0585;

(b) in British Columbia, the British Columbia Securities Commission, P.O. Box 10142, Pacific Centre, 701 West Georgia Street, Vancouver, British Columbia V7Y 1L2, Inquiries: (604) 899-6581, toll free in Canada: 1-800-373-6393, Email: inquiries@bcsc.bc.ca;

(c) in Manitoba, The Manitoba Securities Commission, 500 - 400 St. Mary Avenue, Winnipeg, Manitoba R3C 4K5, Telephone: (204) 945-2548, toll free in Manitoba 1-800-655-5244;

(d) in New Brunswick, Financial and Consumer Services Commission (New Brunswick), 85 Charlotte Street, Suite 300, Saint John, New Brunswick E2L 2J2, Telephone: (506) 658-3060, toll free in Canada: 1-866-933-2222, Email: info@fcnb.ca;

(e) in Newfoundland and Labrador, Government of Newfoundland and Labrador, Financial Services Regulation Division, P.O. Box 8700, Confederation Building, 2nd Floor, West Block, Prince Philip Drive, St. John’s, Newfoundland and Labrador, A1B 4J6, Attention: Director of Securities, Telephone: (709) 729-4189,

(f) in the Northwest Territories, the Government of the Northwest Territories, Office of the Superintendent of Securities, P.O. Box 1320, Yellowknife, Northwest Territories X1A 2L9, Attention: Deputy Superintendent, Legal & Enforcement, Telephone: (867) 920-8984;

(g) in Nova Scotia, the Nova Scotia Securities Commission, Suite 400, 5251 Duke Street, Duke Tower, P.O. Box 458, Halifax, Nova Scotia B3J 2P8, Telephone: (902) 424-7768;

(h) in Nunavut, Government of Nunavut, Department of Justice, Legal Registries Division, P.O. Box 1000, Station 570, 1st Floor, Brown Building, Iqaluit, Nunavut X0A 0H0, Telephone: (867) 975-6590;

(i) in Ontario, the Inquiries Officer at the Ontario Securities Commission, 20 Queen Street West, 22nd Floor, Toronto, Ontario M5H 3S8, Telephone: (416) 593-8314, toll free in Canada: 1-877-785-1555, Email: exemptmarketfilings@osc.gov.on.ca;

(j) in Prince Edward Island, the Prince Edward Island Securities Office, 95 Rochford Street, 4th Floor Shaw Building, P.O. Box 2000, Charlottetown, Prince Edward Island C1A 7N8, Telephone: (902) 368-4569;

(k) in Québec, the Autorité des marchés financiers, 800, Square Victoria, 22e étage, C.P. 246, Tour de la Bourse, Montréal, Québec H4Z 1G3, Telephone: (514) 395-0337 or 1-877-525-0337, Email: financementdessocietes@lautorite.qc.ca (For corporate finance issuers), fonds_dinvestissement@lautorite.qc.ca (For investment fund issuers);

Schedule B

(l) in Saskatchewan, the Financial and Consumer Affairs Authority of Saskatchewan, Suite 601 - 1919 Saskatchewan Drive, Regina, Saskatchewan S4P 4H2, Telephone: (306) 787-5879; and

(m) in Yukon, Government of Yukon, Department of Community Services, Law Centre, 3rd Floor, 2130 Second Avenue, Whitehorse, Yukon Y1A 5H6, Telephone: (867) 667-5314.

11. We hereby represent, warrant, covenant and certify that we are, or any party on whose behalf we are acting is, an “accredited investor” as defined in NI 45-106 or section 73.3(1) of the Securities Act (Ontario) by virtue of satisfying the indicated criterion below:

Please check the category that applies:

☐		a Canadian financial institution or a Schedule III bank of the Bank Act (Canada),
☐		the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada),
☐		a subsidiary of any person or company referred to in paragraphs (a) or (b) if the person or company owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary,
☐		a person or company registered under the securities legislation of a province or territory of Canada as an adviser or dealer, except as otherwise prescribed by the regulations,
		[omitted]
	(e.1)	[omitted]
☐		the Government of Canada, the government of a province or territory of Canada, or any Crown corporation, agency or wholly owned entity of the Government of Canada or of the government of a province or territory of Canada,
☐		a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec,
☐		any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government,
☐	(i)	a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada) or a pension commission or similar regulatory authority of a province or territory of Canada,
		[omitted]
☐	(j.1)	an individual who beneficially owns financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds CAD$5,000,000,
		[omitted]
		[omitted]
☐		a person, other than an individual or investment fund, that has net assets of at least $5,000,000 as shown on its most recently prepared financial statements,
☐		an investment fund that distributes or has distributed its securities only to a person that is or was an accredited investor at the time of the distribution,

Schedule B

	a person that acquires or acquired securities in the circumstances referred to in sections 2.10 of NI 45-106 [Minimum amount investment], or 2.19 of NI 45-106 [Additional investment in investment funds], or
	a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 of NI 45-106 [Investment fund reinvestment],
☐	an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory authority, has issued a receipt,
☐	a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be,
☐	a person acting on behalf of a fully managed account managed by that person, if that person is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction,
☐	a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded,
☐	an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) through (d) or paragraph (i) in form and function,
☐	a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors,
☐	an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser,
☐	a person that is recognized or designated by the Commission as an accredited investor,
☐	a trust established by an accredited investor for the benefit of the accredited investor’s family members of which a majority of the trustees are accredited investors and all of the beneficiaries are the accredited investor’s spouse, a former spouse of the accredited investor or a parent, grandparent, brother, sister, child or grandchild of that accredited investor, of that accredited investor’s spouse or of that accredited investor’s former spouse.

12. We hereby represent, warrant, covenant and certify that we are, or any party on whose behalf we are acting is, a “permitted client” by virtue of the criterion indicated below,

Please check the category that applies:

☐	(a)	a Canadian financial institution or a Schedule III bank;
☐	(b)	the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada);
☐	(c)	a subsidiary of any person or company referred to in paragraph (a) or (b), if the person or company owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of the subsidiary;

Schedule B

☐	(d)	a person or company registered under the securities legislation of a jurisdiction of Canada as an adviser, investment dealer, mutual fund dealer or exempt market dealer;
☐	(e)	a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions or a pension commission or similar regulatory authority of a jurisdiction of Canada or a wholly-owned subsidiary of such a pension fund;
☐	(f)	an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) through (e);
☐	(g)	the Government of Canada or a jurisdiction of Canada, or any Crown corporation, agency or wholly-owned entity of the Government of Canada or a jurisdiction of Canada;
☐	(h)	any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government;
☐	(i)	a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Quebec;
☐	(j)	a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a managed account managed by the trust company or trust corporation, as the case may be;
☐	(k)	a person or company acting on behalf of a managed account managed by person or company, if the person or company is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction;
☐	(l)	an investment fund if one or both of the following apply: (i) the fund is managed by a person or company registered as an investment fund manager under the securities legislation of a jurisdiction of Canada; (ii) the fund is advised by a person or company authorized to act as an adviser under the securities legislation of a jurisdiction of Canada;
☐	(m)	in respect of a dealer, a registered charity under the Income Tax Act (Canada) that obtains advice on the securities to be traded from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity;
☐	(n)	in respect of an adviser, a registered charity under the Income Tax Act (Canada) that is advised by an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity;
☐	(o)	a registered charity under the Income Tax Act (Canada) that obtains advice on the securities to be traded from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity;
☐	(p)	an individual who beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $5 million;

Schedule B

☐	(q)	a person or company that is entirely owned by an individual or individuals referred to in paragraph (o), who holds the beneficial ownership interest in the person or company directly or through a trust, the trustee of which is a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction;
☐	(r)	a person or company, other than an individual or an investment fund, that has net assets of at least C$25,000,000 as shown on its most recently prepared financial statements; or
☐	(s)	a person or company that distributes securities of its own issue in Canada only to persons or companies referred to in paragraphs (a) through (r).

Schedule B

EX-10.5

Exhibit 10.5

Form of Investor Rights Agreement

THIS INVESTOR RIGHTS AGREEMENT is entered into as of [•], 2021, by and among Nebula Caravel Acquisition Corp., a Delaware corporation (the “Company”), the parties listed as Investors on Schedule I hereto (each, a “Company Investor” and collectively, the “Company Investors”) and A Place for Rover, Inc. d/b/a Rover, a Delaware corporation (“Rover”).

WHEREAS, the Company, Fetch Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Rover have entered into that certain Business Combination Agreement, dated as of February 10, 2021 (as amended or supplemented from time to time, the “Business Combination Agreement”), pursuant to which, among other things: (a) Merger Sub will merge with and into Rover (the “Merger”), with Rover surviving the Merger as a wholly-owned subsidiary of the Company;

WHEREAS, the Company and the Sponsor entered into a securities subscription agreement, dated as of September 24, 2020, pursuant to which the Sponsor purchased an aggregate of 7,906,250 shares of Parent Class B Common Stock, $0.0001 par value per share, of which 1,656,250 shares were cancelled or forfeited by the Sponsor; and the Sponsor transferred an aggregate of 100,000 shares of Parent Class B Common Stock to the independent directors of the Company;

WHEREAS, all shares of Parent Class B Common Stock will be converted into shares of Common Stock upon the consummation of the Merger;

WHEREAS, the Company consummated the private placement of 5,166,667 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant to the Sponsor upon the closing of the initial public offering of the Company;

WHEREAS, the Company and the Investors listed as “Holders” on the signature page thereto (collectively, the “Company Investors”) are parties to that certain Registration Rights Agreement, dated December 8, 2020 (the “Prior Company Agreement”);

WHEREAS, Rover and certain of the Investors listed as Rover Investors on Schedule I hereto (collectively, the “Rover Investors” and together with the Company Investors, the “Investors”) are parties to that certain Investor Rights Agreement, dated May 11, 2018 (the “Prior Rover Agreement”);

WHEREAS, the Company and the Company Investors desire to terminate the Prior Company Agreement in its entirety and to accept the rights created pursuant to this Agreement in lieu of the rights granted to them under the Prior Company Agreement; and

WHEREAS, Rover and the Rover Investors desire to terminate the Prior Rover Agreement in its entirety and to accept the rights created pursuant to this Agreement in lieu of the rights granted to them under the Prior Rover Agreement and the Prior Rover Agreement shall be automatically terminated in connection with the consummation of the Merger.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. DEFINITIONS. The following capitalized terms used herein have the following meanings. Capitalized terms used but not otherwise defined in this Agreement have the meaning ascribed to such terms in the Business Combination Agreement.

“Addendum Agreement” is defined in Section 7.2.

“affiliate” of any particular person means any other person controlling, controlled by or under common control with such person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a person whether through the ownership of voting securities, its capacity as a sole or managing member or otherwise; provided, that no Investor shall be deemed an affiliate of the Company or any of its subsidiaries for purposes of this Agreement and neither the Company nor any of its Subsidiaries shall be deemed an affiliate of any Investor for purposes of this Agreement.

“Agreement” means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.

“Backstop Shares” is defined in that Backstop Subscription Agreement, dated as of February 10, 2021 by and among the Company and the subscribers identified on the signature page thereto.

“Block Trade” means an offering and/or sale of Registrable Securities by any Holder on a block trade or underwritten basis (whether firm commitment or otherwise) without substantial marketing efforts by the Company, including, without limitation, a same day trade, overnight trade or similar transaction.

“Board” means the board of directors of the Company.

“Business Combination Agreement” is defined in the preamble to this Agreement.

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close; provided, however, that, for purposes of clarity, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such date.

“Company Investor” is defined in the preamble to this Agreement.

“Bylaws” means the bylaws of the Company, as in effect on the Closing Date, as the same may be amended from time to time.

“Certificate of Incorporation” means the certificate of incorporation of the Company, as in effect on the Closing Date, as the same may be amended from time to time.

“Commission” means the Securities and Exchange Commission, or any other Federal agency then administering the Securities Act or the Exchange Act.

“Common Stock” means the Class A common stock, par value $0.0001 per share, of the Company.

“Company” is defined in the preamble to this Agreement.

“Company Investors” is defined in the preamble to this Agreement.

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“Demand Registration” is defined in Section 2.2.1.

“Demand Takedown” is defined in Section 2.1.5(a).

“Demanding Holder” is defined in Section 2.2.1.

“Effectiveness Period” is defined in Section 3.1.3.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time.

“Form S-1” means a Registration Statement on Form S-1.

“Form S-3” means a Registration Statement on Form S-3 or any similar short-form registration that may be available at such time.

“Holder” means a holder of Registrable Securities.

“Indemnified Party” is defined in Section 4.3.

“Indemnifying Party” is defined in Section 4.3.

“Independent Director” means a director who is “independent” for the purposes of the listing and corporate governance rules and regulations of Nasdaq.

“Investor” is defined in the recitals to this Agreement.

“Investor Indemnified Party” is defined in Section 4.1.

“Nasdaq” means the Nasdaq Capital Markets.

“Necessary Action” means, with respect to any party and a specified result, all actions (to the extent such actions are not prohibited by applicable law and within such party’s control, and in the case of any action that requires a vote or other action on the part of the Board to the extent such action is consistent with fiduciary duties that the Company’s directors may have in such capacity) necessary to cause such result, including (a) calling special meetings of stockholders, (b) voting or providing a written consent or proxy, if applicable in each case, with respect to shares of Common Stock, (c) causing the adoption of stockholders’ resolutions and amendments to the Organizational Documents, (d) executing agreements and instruments, (e) making, or causing to be made, with governmental or regulatory entities or authorities, all filings, registrations or similar actions that are required to achieve such result and (f) nominating (for the avoidance of doubt, pursuant to Article II, Section 2.4(a)(i)(2) of the Bylaws) or appointing certain persons (including to fill vacancies) and providing the same level of efforts and provide the same level of support as is used and/or provided for the other director nominees of the Company for election of such persons to the Board in connection with the annual or special meeting of stockholders of the Company.

“New Registration Statement” is defined in Section 2.1.4.

“Notices” is defined in Section 7.5.

“Organizational Documents” means the Certificate of Incorporation and the Bylaws.

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“Permitted Transferee” means any person to whom Common Stock has been Transferred and is or has become party to this Agreement pursuant to one of the following types of transfers (irrespective of whether a restriction on Transfer then applies): (i) Transfers of shares of Common Stock to a trust, or other entity formed for estate planning purposes for the primary benefit of the spouse, domestic partner, parent, sibling, child or grandchild of the undersigned or any other person with whom the undersigned has a relationship by blood, marriage or adoption not more remote than first cousin; (ii) Transfers by will or intestate succession upon the death of the undersigned; (iii) the Transfer of shares of Common Stock pursuant to a qualified domestic order, court order or in connection with a divorce settlement; (iv) if the Holder is a corporation, partnership (whether general, limited or otherwise), limited liability company, trust or other business entity, (A) Transfers to another corporation, partnership, limited liability company, trust or other business entity that controls, is controlled by or is under common control or management with the Holder, or (B) distributions of shares of Common Stock to partners, limited liability company members or stockholders of the Holder, including, for the avoidance of doubt, where the Holder is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership; (v) if the Holder is a trust, Transfers to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust; (vi) Transfers to the officers or directors of the Company or the Sponsor or their respective affiliates; or (vii) Transfers to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under the foregoing clauses (i) through (vi).

“Permitted Use” is defined in Section 6.3.

“Piggy-Back Registration” is defined in Section 2.3.1.

“Prior Company Agreement” is defined in the preamble to this Agreement.

“Prior Rover Agreement” is defined in the preamble to this Agreement.

“Pro Rata” is defined in Section 2.2.4.

“Register,” “Registered” and “Registration” mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

“Registrable Securities” means (a) the shares of Common Stock issued or issuable upon the conversion of any shares of Class B Common Stock, (b) the Private Placement Warrants (including any shares of Common Stock issued or issuable upon the exercise of any such Private Placement Warrants), (c) any outstanding share of Common Stock or any other equity security (including the shares of Common Stock issued or issuable upon the exercise of any other equity security) of the Company held by an Investor as of the Effective Time (including the shares of Common Stock issued pursuant to the transactions contemplated by the Business Combination Agreement), (d) any equity securities (including the shares of Common Stock issued or issuable upon the exercise of any such equity security) of the Company issuable upon conversion of any working capital loans in an amount up to $1,500,000 made to the Company by the Sponsor (e) any other equity security of the Company or any of its subsidiaries, or any successor, issued or issuable with respect to any such share of Common Stock by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation, spin-off or reorganization; provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (A) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (B) such securities shall have been otherwise transferred, and new certificates for such securities not bearing a legend (other than legend

4

imposed as a result of the restrictions contemplated by the bylaws of the Company or the Lock-Up Agreement (the “Lock-Up Agreement”) by and between the Company, Sponsor, the persons set forth on Schedule 1 thereto and certain former stockholders of Rover) restricting further transfer shall have been delivered by the Company to the transferee; (C) such securities shall have ceased to be outstanding; (D) such securities have been sold without registration pursuant to Section 4(a)(1) of the Securities Act or Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission); (E) such securities, together with all other Registrable Securities held by any Holder (other than with respect to Sponsor, so long as the Sponsor is an Affiliate of Rover), represent less than 5% of the total number of outstanding shares of Common Stock of the Company; or (F) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.

“Registration Statement” means a registration statement filed by the Company with the Commission in compliance with the Securities Act and the rules and regulations promulgated thereunder for a public offering and sale of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities (other than a registration statement on Form S-4 or Form S-8, or their successors, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of another entity).

“Resale Shelf Registration Statement” is defined in Section 2.1.1.

“Requesting Holder” is defined in Section 2.1.5(a).

“SEC Guidance” is defined in Section 2.1.4.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time.

“Selling Holders” is defined in Section 2.1.5(a)(ii)

“Sponsor” means Nebula Caravel Holdings, LLC, a Delaware limited liability company.

“Sponsor Parties” means each of the Sponsor, its Affiliates, any of its or their officers, directors or employees and, with respect to such officers, directors or employees, any Permitted Transferees of such officers, directors or employees of the type specified in clauses (i) through (iii) in the definition of Permitted Transferees.

“Subscription Agreements” means the subscription agreements dated as of February 10, 2021 and the parties named therein.

“Support Agreement” means that certain Support Agreement, dated as of February 10, 2021, by and among the Company, Rover and the Company Investors.

“Transfer” means to (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Commission promulgated thereunder, with respect to any Common Stock, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Common Stock, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction, including the filing of a registration statement specified in clause (i) or (ii). Notwithstanding the foregoing, a Transfer shall not be deemed to include any transfer for no consideration if the donee, trustee, heir or other transferee has agreed in writing to be bound by the same terms under this Agreement to the extent and for the duration that such terms remain in effect at the time of the Transfer.

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“Underwriter” means a securities dealer who purchases any Registrable Securities as principal in an underwritten offering and not as part of such dealer’s market-making activities.

“Underwritten Takedown” shall mean an underwritten public offering of Registrable Securities pursuant to the Resale Shelf Registration Statement, as amended or supplemented.

“Underwritten Demand Registration” shall mean an underwritten public offering of Registrable Securities pursuant to a Demand Registration, as amended or supplemented.

2. REGISTRATION RIGHTS.

2.1 Resale Shelf Registration Rights.

2.1.1 Registration Statement Covering Resale of Registrable Securities. The Company shall prepare and file or cause to be prepared and filed with the Commission, no later than thirty (30) days following the date that the Company becomes eligible to use Form S-3 or its successor form (the “S-3 Eligibility Date”), a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time to time by Investors of all of the Registrable Securities then held by or then issuable, including any shares of Common Stock issuable to Investors that are not covered by an effective registration statement on the S-3 Eligibility Date (the “Resale Shelf Registration Statement”). The Resale Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting Registration of such Registrable Securities for resale by such Investors. The Company shall use reasonable best efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing, and once effective, to keep the Resale Shelf Registration Statement continuously effective under the Securities Act at all times until the expiration of the Effectiveness Period.

2.1.2 Notification and Distribution of Materials. The Company shall notify the Investors in writing of the effectiveness of the Resale Shelf Registration Statement and shall furnish to them, without charge, such number of copies of the Resale Shelf Registration Statement (including any amendments, supplements and exhibits), the Prospectus contained therein (including each preliminary prospectus and all related amendments and supplements) and any documents incorporated by reference in the Resale Shelf Registration Statement or such other documents as the Investors may reasonably request in order to facilitate the sale of the Registrable Securities in the manner described in the Resale Shelf Registration Statement.

2.1.3 Amendments and Supplements. Subject to the provisions of Section 2.1.1 above, the Company shall promptly prepare and file with the Commission from time to time such amendments and supplements to the Resale Shelf Registration Statement and Prospectus used in connection therewith as may be necessary to keep the Resale Shelf Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all the Registrable Securities during the Effectiveness Period.

2.1.4 Notwithstanding the registration obligations set forth in this Section 2.1, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the holders thereof and use its commercially

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reasonable efforts to file amendments to the Resale Shelf Registration Statement as required by the Commission and/or (ii) withdraw the Resale Shelf Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with any publicly-available written or oral guidance, comments, requirements or requests of the Commission staff (the “SEC Guidance”), including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of Registrable Securities held by the Investors, subject to a determination by the Commission that certain Investors must be reduced first based on the number of Registrable Securities held by such Investors. In the event the Company amends the Resale Shelf Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Resale Shelf Registration Statement, as amended, or the New Registration Statement.

2.1.5 Notice of Certain Events. The Company shall promptly notify the Investors in writing of any request by the Commission for any amendment or supplement to, or additional information in connection with, the Resale Shelf Registration Statement required to be prepared and filed hereunder (or Prospectus relating thereto). The Company shall promptly notify each Investor in writing of the filing of the Resale Shelf Registration Statement or any Prospectus, amendment or supplement related thereto or any post-effective amendment to the Resale Shelf Registration Statement and the effectiveness of any post-effective amendment.

(a) If the Company shall receive a request from the holders of Registrable Securities with an estimated market value of at least $25 million (the requesting holder(s) shall be referred to herein as the “Requesting Holder”) that the Company effect the Underwritten Takedown of all or any portion of the Requesting Holder’s Registrable Securities, and specifying the intended method of disposition thereof, then the Company shall promptly give notice of such requested Underwritten Takedown (each such request shall be referred to herein as a “Demand Takedown”) at least ten (10) Business Days prior to the anticipated filing date of the prospectus or supplement relating to such Demand Takedown to the other Investors and thereupon shall use its reasonable best efforts to effect, as expeditiously as possible, the offering in such Underwritten Takedown of:

(i) subject to the restrictions set forth in Section 2.2.4, all Registrable Securities for which the Requesting Holder has requested such offering under Section 2.1.5(a), and

(ii) subject to the restrictions set forth in Section 2.2.4, all other Registrable Securities that any holders of Registrable Securities (all such holders, together with the Requesting Holder, the “Selling Holders”) have requested the Company to offer by request received by the Company within seven Business Days after such holders receive the Company’s notice of the Demand Takedown, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be offered.

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(b) Promptly after the expiration of the seven-Business Day-period referred to in Section 2.1.5(a)(ii), the Company will notify all Selling Holders of the identities of the other Selling Holders and the number of shares of Registrable Securities requested to be included therein.

(c) The Company shall only be required to effectuate: (i) no more than two Underwritten Takedowns in any twelve-month period; (ii) no more than three Underwritten Takedowns in respect of all Registrable Securities held by the Company Investors; (iii) no more than three Underwritten Takedowns in respect of all Registrable Securities held by the Rover Investors, after giving effect to Section 2.2.1.

(d) If the managing underwriter in an Underwritten Takedown advises the Company and the Requesting Holder that, in its view, the number of shares of Registrable Securities requested to be included in such underwritten offering exceeds the largest number of shares that can be sold without having an adverse effect on such offering, including the price at which such shares can be sold, the shares included in such Underwritten Takedown will be reduced by the Registrable Securities held by the Selling Holders (applied on a pro rata basis based on the total number of Registrable Securities held by such Investors, subject to a determination by the Commission that certain Investors must be reduced first based on the number of Registrable Securities held by such Investors).

2.1.6 Selection of Underwriters. The initiating Selling Holders shall have the right to select an Underwriter or Underwriters in connection with such Underwritten Takedown, which Underwriter or Underwriters shall be reasonably acceptable to the Company. In connection with an Underwritten Takedown, the Company shall enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities in such Underwritten Takedown, including, if necessary, the engagement of a “qualified independent underwriter” in connection with the qualification of the underwriting arrangements with the Financial Industry Regulatory Authority, Inc.

2.1.7 Registrations effected pursuant to this Section 2.1 shall not be counted as Demand Registrations effected pursuant to Section 2.2.

2.1.8 Block Trades. If a Demanding Holder wishes to consummate a Block Trade (on either a Commission registered or non-registered basis), then notwithstanding the time periods and piggyback rights otherwise provided herein, such Demanding Holder shall, if it would like the assistance of the Company, endeavor to give the Company sufficient advance notice in order to prepare the appropriate documentation for such transaction. Such Demanding Holder, if requesting a Commission registered underwritten Block Trade, (1) shall give the Company written notice of the transaction and the anticipated launch date of the transaction at least five (5) business days prior to the anticipated launch date of the transaction, (2) the Company shall be required to only notify the other Demanding Holders of the transaction and none of the other Holders, (3) the other Demanding Holders shall have one (1) business day prior to the launch of the transaction to determine if they wish to participate in the Block Trade, and (4) the Company shall include in the Block Trade only shares held by the Demanding Holders. Any Registration effected pursuant to this Section 2.1.8 shall not be counted as Demand Registrations effected pursuant to Section 2.2 but shall be deemed an Underwritten Takedown and within the cap on Underwritten Takedowns provided in Section 2.1.5(c).

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(a) The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks).

2.2 Demand Registration.

2.2.1 Request for Registration. At any time and from time to time after the expiration of a lock-up to which such shares are subject, if any, (i) the Company Investors who hold a majority in interest of the Registrable Securities held by all Company Investors or (ii) Rover Investors who hold $20 million of the Registrable Securities held by all Rover Investors, as the case may be, may make a written demand for Registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form Registration or, if then available, on Form S-3. Each registration requested pursuant to this Section 2.2.1 is referred to herein as a “Demand Registration”. Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all Investors that are holders of Registrable Securities of the demand, and each such holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.2.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect: (a) more than one (1) Demand Registration during any six-month period; (b) any Demand Registration at any time there is an effective Resale Shelf Registration Statement on file with the Commission pursuant to Section 2.1; (c) more than two Underwritten Demand Registrations in respect of all Registrable Securities held by the Company Investors, each of which will also count as an Underwritten Takedown of the Company Investors under Section 2.1.5(c)(ii); or (d) more than two Underwritten Demand Registrations in respect of all Registrable Securities held by the Rover Investors, each of which will also count as an Underwritten Takedown of the Rover Investors under Section 2.1.5(c)(iii).

2.2.2 Effective Registration. A Registration will not count as a Demand Registration unless and until (i) the Registration Statement filed with the Commission with respect to such Demand Registration has been declared effective by the Commission and (ii) the Company has complied with all of its obligations under this Agreement with respect thereto; provided, however, that if, after such Registration Statement has been declared effective, the offering of Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or injunction of the Commission or any other governmental agency or court, the Registration Statement with respect to such Demand Registration will be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders thereafter elect to continue the offering; provided, further, that the Company shall not be obligated to file a second Registration Statement until a Registration Statement that has been filed is counted as a Demand Registration or is terminated.

2.2.3 Underwritten Offering. If the Demanding Holders so elect and such holders so advise the Company as part of their written demand for a Demand Registration, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering with an estimated market value of at least $25 million. In such event, the right of any holder to include its Registrable Securities in such registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. All Demanding Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such underwriting by the holders initiating the Demand Registration, and subject to the approval of the Company.

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2.2.4 Reduction of Offering. If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to sell, taken together with all other Common Stock or other securities which the Company desires to sell and the Common Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “Maximum Number of Shares”), then the Company shall include in such registration: (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (pro rata in accordance with the number of shares that each such person has requested be included in such registration, regardless of the number of shares held by each such person (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons, as to which “piggy-back” registration has been requested by the holders thereof, Pro Rata, that can be sold without exceeding the Maximum Number of Shares.

2.2.5 Withdrawal. If a majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting or are not entitled to include all of their Registrable Securities in any offering, such majority-in-interest of the Demanding Holders may elect to withdraw from such offering by giving written notice to the Company and the Underwriter or Underwriters of their request to withdraw prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Demand Registration. If the majority-in-interest of the Demanding Holders withdraws from a proposed offering relating to a Demand Registration, then either the Demanding Holders shall reimburse the Company for the costs associated with the withdrawn registration (in which case such registration shall not count as a Demand Registration provided for in Section 2.1) or the withdrawn registration shall count as a Demand Registration provided for in Section 2.1.

2.3 Piggy-Back Registration.

2.3.1 Piggy-Back Rights. If the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for stockholders of the Company for their account (or by the Company and by stockholders of the Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) filed on Form S-4 related to any merger, acquisition or business combination, (v) for a dividend reinvestment plan or (vi) filed in connection with a Block Trade by one or more holders of Registrable Securities in accordance with Section 2.1.8, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than ten (10) days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and

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the name of the proposed managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such Piggy-Back Registration and shall use its reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration.

2.3.2 Reduction of Offering. If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten offering advises the Company and the holders of Registrable Securities in writing that the dollar amount or number of Common Stock which the Company desires to sell, taken together with Common Stock, if any, as to which registration has been demanded pursuant to written contractual arrangements with persons other than the holders of Registrable Securities hereunder and the Registrable Securities as to which registration has been requested under this Section 2.3, exceeds the Maximum Number of Shares, then the Company shall include in any such registration:

(a) If the Registration is undertaken for the Company’s account: (A) first, the Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; and (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the Common Stock or other securities, if any, comprised of Registrable Securities, as to which registration has been requested pursuant to the terms hereof, that can be sold without exceeding the Maximum Number of Shares, Pro Rata; and (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights with such persons and that can be sold without exceeding the Maximum Number of Shares; and

(b) If the registration is a “demand” registration undertaken at the demand of persons other than either the holders of Registrable Securities, (A) first, the Common Stock or other securities for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the Common Stock or other securities, if any, comprised of Registrable Securities, Pro Rata, as to which registration has been requested pursuant to the terms hereof, that can be sold without exceeding the Maximum Number of Shares; and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons, that can be sold without exceeding the Maximum Number of Shares.

2.3.3 Withdrawal. Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration Statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities in connection with such Piggy-Back Registration as provided in Section 3.3.

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2.3.4 Unlimited Piggy-Back Rights. For purposes of clarity, any Registration effected pursuant to Section 2.3 hereof shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.2 hereof, and there shall be no limit on the number of Piggy-Back Registrations.

3. REGISTRATION PROCEDURES.

3.1 Filings; Information. Whenever the Company is required to effect the registration of any Registrable Securities pursuant to Section 2 or an underwritten Block Trade, the Company shall use its reasonable best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method(s) of distribution thereof as expeditiously as practicable, and in connection with any such request:

3.1.1 Filing Registration Statement. The Company shall use its reasonable best efforts to, as expeditiously as possible after receipt of a request for a Demand Registration pursuant to Section 2.2, prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its reasonable best efforts to cause such Registration Statement to become effective and use its reasonable best efforts to keep it effective for the Effectiveness Period; provided, however, that the Company shall have the right to defer any Demand Registration for up to sixty (60) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any Demand Registration to which such Piggy-Back Registration relates, in each case if the Company shall furnish to the holders a certificate signed by the Chief Executive Officer or Chairman of the Company stating that, in the good faith judgment of the Board, it would be materially detrimental to the Company and its stockholders for such Registration Statement to be effected at such time; provided, however, the Company shall have the right to defer such filing for a period of not more than ninety (90) days; provided, however, that the Company shall not defer its obligation in this manner more than twice in any 12-month period.

3.1.2 Copies. The Company shall, prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the holders of Registrable Securities included in such registration, and such holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such Registration Statement (including each preliminary prospectus), and such other documents as the holders of Registrable Securities included in such registration or legal counsel for any such holders may request in order to facilitate the disposition of the Registrable Securities owned by such holders.

3.1.3 Amendments and Supplements. The Company shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and in compliance with the provisions of the Securities Act until all Registrable Securities and other securities covered by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such Registration Statement or such securities have been withdrawn (the “Effectiveness Period”).

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3.1.4 Notification. After the filing of a Registration Statement, the Company shall promptly, and in no event more than two (2) Business Days after such filing, notify the holders of Registrable Securities included in such Registration Statement of such filing, and shall further notify such holders promptly and confirm such advice in writing in all events within two (2) Business Days of the occurrence of any of the following: (i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration Statement becomes effective; (iii) the issuance or threatened issuance by the Commission of any stop order (and the Company shall take all actions required to prevent the entry of such stop order or to remove it if entered); and (iv) any request by the Commission for any amendment or supplement to such Registration Statement or any prospectus relating thereto or for additional information or of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of the securities covered by such Registration Statement, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and promptly make available to the holders of Registrable Securities included in such Registration Statement any such supplement or amendment; except that before filing with the Commission a Registration Statement or prospectus or any amendment or supplement thereto, including documents incorporated by reference, the Company shall furnish to the holders of Registrable Securities included in such Registration Statement and to the legal counsel for any such holders, copies of all such documents proposed to be filed sufficiently in advance of filing to provide such holders and legal counsel with a reasonable opportunity to review such documents and comment thereon.

3.1.5 Securities Laws Compliance. The Company shall use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may reasonably request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph or subject itself to taxation in any such jurisdiction.

3.1.6 Agreements for Disposition. The Company shall enter into customary agreements (including, if applicable, an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities. The representations, warranties and covenants of the Company in any underwriting agreement which are made to or for the benefit of any Underwriters, to the extent applicable, shall also be made to and for the benefit of the holders of Registrable Securities included in such registration statement, and the representations, warranties and covenants of the holders of Registrable Securities included in such registration statement in any underwriting agreement which are made to or for the benefit of any Underwriters, to the extent applicable, shall also be made to and for the benefit of the Company.

3.1.7 Comfort Letter. The Company shall obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event of an underwritten offering, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating holders.

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3.1.8 Opinions. On the date the Registrable Securities are delivered for sale pursuant to any Registration, the Company shall obtain an opinion, dated such date, of one (1) counsel representing the Company for the purposes of such Registration, addressed to the holders, the placement agent or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions, and reasonably satisfactory to a majority in interest of the participating holders.

3.1.9 Cooperation. The principal executive officer of the Company, the principal financial officer of the Company, the principal accounting officer of the Company and all other officers and members of the management of the Company shall cooperate fully in any offering of Registrable Securities hereunder, which cooperation shall include, without limitation, the preparation of the Registration Statement with respect to such offering and all other offering materials and related documents, and participation in meetings with Underwriters, attorneys, accountants and potential investors.

3.1.10 Records. Upon execution of confidentiality agreements, the Company shall make available for inspection by the holders of Registrable Securities included in such Registration Statement, any Underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other professional retained by any holder of Registrable Securities included in such Registration Statement or any Underwriter, all financial and other records, pertinent corporate documents and properties of the Company, as shall be necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information requested by any of them in connection with such Registration Statement.

3.1.11 Earnings Statement. The Company shall comply with all applicable rules and regulations of the Commission and the Securities Act, and make available to its stockholders, as soon as practicable, an earnings statement covering a period of twelve (12) months, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.

3.1.12 Listing. The Company shall use its reasonable best efforts to cause all Registrable Securities included in any Registration Statement to be listed on such exchanges or otherwise designated for trading in the same manner as similar securities issued by the Company are then listed or designated.

3.1.13 Market Stand-Off. In connection with any underwritten offering of equity securities of the Company (other than a Block Trade) in which a Holder participates, such Holder agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the ninety (90)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent. Each Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders); provided, that such agreement shall not be materially more restrictive than any similar agreement entered into by the directors and executive officers of the Company participating in such underwritten offering; provided, further, that such agreement shall provide that any early release of any Holder from the provisions of the terms of such agreement shall be on a pro rata basis among all Holders.

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3.2 Obligation to Suspend Distribution. Upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.1.4, or, upon any suspension by the Company, pursuant to a written insider trading compliance program adopted by the Board, of the ability of all “insiders” covered by such program to transact in the Company’s securities because of the existence of material non-public information, each holder of Registrable Securities included in any registration shall immediately discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such holder receives the supplemented or amended prospectus contemplated by Section 3.1.4 or the restriction on the ability of “insiders” to transact in the Company’s securities is removed, as applicable, and, if so directed by the Company, each such holder will deliver to the Company all copies, other than permanent file copies then in such holder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice.

3.3 Registration Expenses. Except as set forth in Section 2.2.5, the Company shall bear all costs and expenses incurred in connection with the Resale Shelf Registration Statement pursuant to Section 2.1, any Demand Registration pursuant to Section 2.1, any Demand Takedown pursuant to Section 2.1.5(a)(i), any Piggy-Back Registration pursuant to Section 2.3, and any registration on Form S-3 effected pursuant to Section 2.3, and all expenses incurred in performing or complying with its other obligations under this Agreement, whether or not the Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees; (ii) fees and expenses of compliance with securities or “blue sky” laws (including fees and disbursements of counsel in connection with blue sky qualifications of the Registrable Securities); (iii) printing expenses; (iv) the Company’s internal expenses (including, without limitation, all salaries and expenses of its officers and employees); (v) the fees and expenses incurred in connection with the listing of the Registrable Securities as required by Section 3.1.12; (vi) Financial Industry Regulatory Authority fees; (vii) fees and disbursements of counsel for the Company and fees and expenses for independent certified public accountants retained by the Company; (viii) the fees and expenses of any special experts retained by the Company in connection with such registration and (ix) the fees and expenses of one legal counsel selected by the holders of a majority-in-interest of the Registrable Securities included in such registration. The Company shall have no obligation to pay any underwriting discounts or selling commissions attributable to the Registrable Securities being sold by the holders thereof, which underwriting discounts or selling commissions shall be borne by such holders. Additionally, in an underwritten offering, all selling stockholders and the Company shall bear the expenses of the Underwriter pro rata in proportion to the respective amount of shares each is selling in such offering.

3.4 Information. The holders of Registrable Securities shall promptly provide such information as may reasonably be requested by the Company, or the managing Underwriter, if any, in connection with the preparation of any Registration Statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act and in connection with the Company’s obligation to comply with Federal and applicable state securities laws.

4. INDEMNIFICATION AND CONTRIBUTION.

4.1 Indemnification by the Company. The Company agrees to indemnify and hold harmless each Investor and each other holder of Registrable Securities, and each of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each person, if any, who controls an Investor and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation promulgated thereunder applicable to the Company and relating to action or

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inaction required of the Company in connection with any such registration; and the Company shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by such selling holder expressly for use therein, or is based on any selling holder’s violation of the federal securities laws (including Regulation M) or failure to sell the Registrable Securities in accordance with the plan of distribution contained in the prospectus.

4.2 Indemnification by Holders of Registrable Securities. Each selling holder of Registrable Securities will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling holder, indemnify and hold harmless the Company, each of its directors and officers, and each other selling holder and each other person, if any, who controls another selling holder within the meaning of the Securities Act, against any losses, claims, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling holder expressly for use therein, or is based on any selling holder’s violation of the federal securities laws (including Regulation M) or failure to sell the Registrable Securities in accordance with the plan of distribution contained in the prospectus, and shall reimburse the Company, its directors and officers, and each other selling holder or controlling person for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability or action. Each selling holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the amount of any net proceeds actually received by such selling holder.

4.3 Conduct of Indemnification Proceedings. Promptly after receipt by any person of any notice of any loss, claim, damage or liability or any action in respect of which indemnity may be sought pursuant to Sections 4.1 or 4.2, such person (the “Indemnified Party”) shall, if a claim in respect thereof is to be made against any other person for indemnification hereunder, notify such other person (the “Indemnifying Party”) in writing of the loss, claim, judgment, damage, liability or action; provided, however, that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which the Indemnifying Party may have to such Indemnified Party hereunder, except and solely to the extent the Indemnifying Party is actually prejudiced by such failure. If the Indemnified Party is seeking indemnification with respect to any claim or action brought against the Indemnified Party, then the Indemnifying Party shall be entitled to participate in such claim or action, and, to the extent that it wishes, jointly with all other Indemnifying Parties, to assume control of the defense thereof with counsel satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume control of the defense of such claim or action, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that in any action in which both the Indemnified Party and the Indemnifying Party are named as defendants, the Indemnified Party shall have the right to employ separate counsel (but no more

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than one such separate counsel, which counsel is reasonably acceptable to the Indemnifying Party) to represent the Indemnified Party and its controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Indemnified Party against the Indemnifying Party, with the fees and expenses of such counsel to be paid by such Indemnifying Party if, based upon the written opinion of counsel of such Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, consent to entry of judgment or effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such judgment or settlement includes an unconditional release of such Indemnified Party from all liability arising out of such claim or proceeding.

4.4 Contribution.

4.4.1 If the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect of any loss, claim, damage, liability or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or action in such proportion as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying Parties in connection with the actions or omissions which resulted in such loss, claim, damage, liability or action, as well as any other relevant equitable considerations. The relative fault of any Indemnified Party and any Indemnifying Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such Indemnified Party or such Indemnifying Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

4.4.2 The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding Section 4.4.1.

4.4.3 The amount paid or payable by an Indemnified Party as a result of any loss, claim, damage, liability or action referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 4.4, no holder of Registrable Securities shall be required to contribute any amount in excess of the dollar amount of the net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such holder from the sale of Registrable Securities which gave rise to such contribution obligation. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

5. UNDERWRITING AND DISTRIBUTION.

5.1 Rule 144. The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.

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6. GOVERNANCE

6.1 Board of Directors.

6.1.1 Sponsor Representation. If and only if the Company sells Backstop Shares pursuant to the Backstop Subscription Agreement with an aggregate purchase price of at least $15 million, then, following the Effective Time and until such time as the Sponsor Parties beneficially own, in the aggregate, less than a number of shares of Common Stock equal to 25% of the sum of (x) 6,875,000 and (y) the number of Backstop Shares purchased by the Sponsor Parties (which shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to shares of Common Stock prior to such time) (the “Minimum Ownership Threshold”), the Company shall take all Necessary Action such that one (1) individual designated by the Sponsor (the “Sponsor Director”) is included in the slate of nominees recommended by the Board or duly constituted committee thereof for election as directors at each applicable annual of the Company at which the Sponsor Director’s term would expire, and shall use the level of efforts and provide the same level of support with respect to the election of the Sponsor Director at any such meeting of stockholders as is used and/or provided for the election of the other director nominees of the Company at such meeting. Notwithstanding anything to the contrary in this Agreement, the Certificate of Incorporation or the Bylaws, the nomination procedures in Section 2.4 of the Bylaws shall not apply to the Sponsor Director, who shall instead be designated by the Sponsor in a written notice delivered to the Company. The initial Sponsor Director is Adam Clammer, and shall be added to the Board pursuant to, and in accordance with, Section 6.12(a)(I) of the Business Combination Agreement. The Sponsor shall only designate a person to be a Sponsor Director (i) who the Sponsor believes in good faith has the requisite skill and experience to serve as a director of a publicly-traded company and (ii) who is not prohibited from or disqualified from serving as a director of the Company pursuant to any rule or regulation of the Commission, Nasdaq or applicable law and (iii) with respect to which no event required to be disclosed pursuant to Item 401(f) of Regulation S-K of the Exchange Act has occurred. In the event that the Board objects to the nomination for election of any Sponsor Director to the Board pursuant to the terms of this Section 6, and such Sponsor Director in fact fails to meet the criteria set forth above, the Board shall nominate or appoint, as applicable, another individual designated by the Sponsor that meets the criteria set forth in this Section 6. The Company’s obligations pursuant to Section 6.1.1 shall be subject to the Sponsor Director providing (i) any information that is reasonably required to be disclosed in any filing, report or disclosure under any rule or regulation of the Commission, Nasdaq or applicable law, (ii) any information that is reasonably required in connection with determining that the Sponsor Director is or would be an Independent Director, and (iii) if required by applicable law, such individual’s written consent to being named in a proxy statement as a nominee and to serving as director if elected. Nothing in this Agreement shall confer any third-party beneficiary or other rights upon any person designated hereunder as a Sponsor Director, whether during or after such person’s service on the Board. If the Company does not sell Backstop Shares with an aggregate purchase price of at least $15 million, this Section 6 shall have no force or effect.

6.1.2 Decrease in Directors. Upon such time as the Sponsor Parties in the aggregate no longer meet the Minimum Ownership Threshold, the Sponsor shall promptly notify the Company and, if requested by the Board in writing, the Sponsor Parties shall take all Necessary Action to cause the Sponsor Director to resign from the Board and any committee thereof as soon as practicable and in any event within ten (10) days following the date on which the Sponsor receives such request in writing. Upon such time as the Sponsor Parties, in the aggregate, no longer meet the Minimum Ownership Threshold, the Sponsor’s right to designate an individual for nomination for election or appointment under Section 6.1.1 or Section 6.1.3 shall thereafter be of no further force or effect (even if the Sponsor or its Affiliates shall subsequently acquire additional shares of Common Stock). In addition, the Sponsor Parties shall take all Necessary Action to cause the Sponsor Director to resign from the Board and any committee thereof if such Sponsor Director, as determined by the Board in good faith after consultation with outside legal counsel, is (i) prohibited or disqualified from serving as a director of the Company or a member of any such committees under any rule or regulation of the Commission, Nasdaq or by applicable law or (ii) in material violation of the Company’s then-current code of ethics.

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6.1.3 Removal; Vacancies. Until such time as the Sponsor Parties in the aggregate no longer meet the Minimum Ownership Threshold, the Sponsor shall have the exclusive right to designate a director for election or appointment, as applicable, to the Board to fill a vacancy created by reason of death, removal or resignation of its nominee to the Board, and the Company shall take all Necessary Action to nominate or cause the Board to appoint, as applicable, a replacement director designated by the Sponsor to fill any such vacancy as promptly as practicable after such designation. Each Investor agrees not to take action to remove any director nominee of the Sponsor from office unless such removal is for cause or if the Sponsor is no longer entitled to nominate such director pursuant to this Section 6.

6.1.4 Reimbursement of Expenses; Indemnification; Amendments. For so long as any Sponsor Director serves as a director of the Company, (i) the Company shall provide such Sponsor Director with the same expense reimbursement, benefits, indemnity, exculpation and other arrangements provided to the other directors of the Company; provided that is expressly understood that the Sponsor Director shall not receive any cash or equity compensation that is paid or payable to directors and (ii) the Company shall not following the Effective Time amend, alter, repeal or waive (x) any right to indemnification or exculpation covering or benefiting any Sponsor Director nominated pursuant to this Agreement as and to the extent consistent with applicable law, the Certificate of Incorporation, the Bylaws and any indemnification agreements with directors (whether such right is contained in the Organizational Documents or another document) (except to the extent such amendment or alteration does not adversely affect the right to indemnification or exculpation covering or benefiting any Sponsor Director), (y) any provision of the Certificate of Incorporation or the Bylaws if the purpose of such amendment, alteration, repeal or waiver is to adversely affects the rights or obligations of the Sponsor or the Sponsor Director pursuant to this Section 6, or (z) the Lock-up (as defined in the Bylaws) obligations set forth in Section 6.2 of the Bylaws.

6.2 Company Cooperation; Policies. The Sponsor acknowledges that, subject to Sections 6.3 and 6.4, the Sponsor Director and its affiliates, if applicable, will be subject to all applicable corporate governance, conflict of interest, confidentiality and insider trading policies and guidelines of the Company, each as approved by the Board from time to time to the extent such policies and guidelines are applicable to all non-executive directors. For so long as the Sponsor Director is serving or participating on the Board, (i) any share ownership requirement for the Sponsor Director serving on the Board will be deemed satisfied by the securities owned by the Sponsor Parties and under no circumstances shall any of such policies, procedures, processes, codes, rules, standards and guidelines impose any restrictions on the transfers of securities by the Sponsor Parties and (ii) under no circumstances shall any policy, procedure, code, rule, standard or guideline applicable to the Board be violated by the Sponsor Director (x) accepting an invitation to serve on another board of directors of a company whose principal lines(s) of business do not compete with the principal line(s) of business of the Company or failing to notify an officer or director of the Company prior to doing so, or (y) receiving compensation from the Sponsor or its affiliates, and, in each case of (i) and (ii), it is agreed that any such policies in effect from time to time that purport to impose terms inconsistent with this Section 6.2 shall not apply to the Sponsor or Sponsor Director to the extent inconsistent with this Section 6.2.

6.3 Sharing of Information. To the extent permitted by antitrust, competition or any other applicable law, each of the Company and the Investors agrees and acknowledges that the Sponsor Director may share confidential, non-public information about the Company and its subsidiaries (“Confidential Information”) with the Sponsor solely for the purposes of assisting the Sponsor Director

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in his or her role as a director of the Company or for monitoring and evaluating the Sponsor’s or its affiliates’ investment in the Company (the “Permitted Use”); provided, however, that the Sponsor acknowledges and agrees the disclosure of any Confidential Information by the Sponsor Director will be subject in all cases to his or her fiduciary duties to the Company and applicable corporate governance, conflict of interest, confidentiality and insider trading policies and guidelines of the Company, and accordingly, the Sponsor Director will not be permitted to disclose to the Sponsor (or any other person) any legal advice provided by external or internal counsel to the Company or any of its Subsidiaries, without the consent of the Company’s General Counsel; provided, that any such advice may be disclosed if such disclosure is made in a manner that would not result in the loss of any attorney-client privilege. The Sponsor recognizes that it, or its affiliates and representatives, has acquired or will acquire Confidential Information the use or disclosure of which could cause the Company substantial loss and damages that could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Sponsor covenants and agrees (i) that it, and its affiliates and representatives, will use the Confidential Information only in furtherance of the Permitted Use and (ii) that it, and its affiliates and representatives, will not (and will cause its respective controlled affiliates and representatives not to) at any time, except with the prior written consent of the Company, directly or indirectly disclose any Confidential Information known to it to any third party, unless in the case of the foregoing clause (ii) (A) such information becomes known to the public through no fault of the Sponsor, its affiliates or representatives, (B) disclosure is required by applicable law (including any filing following the Closing with the Commission pursuant to applicable securities laws) or court of competent jurisdiction or requested by a governmental or regulatory authority; provided, that (other than in the case of any required filing following the Closing with the Commission or in connection with any routine audit or examination as described below) the Sponsor promptly notifies the Company of such requirement or request and takes reasonable efforts to minimize the extent of any such required disclosure, (C) such information was available or becomes available to the Sponsor before, on or after the Closing, without restriction, from a source (other than the Company) without any breach of obligation of confidentiality to the Company or (D) such information was independently developed by the Sponsor, its affiliates or its representatives without the use of the Confidential Information. Notwithstanding the foregoing, nothing in this Agreement shall prohibit the Sponsor from disclosing Confidential Information (x) to any affiliate or representative of the Sponsor in connection with the Permitted Use, provided, that such person shall be bound by an obligation of confidentiality with respect to such Confidential Information and the Sponsor shall be responsible for any breach of this Section 6.3 by any such person or (y) if such disclosure is made to a governmental or regulatory authority with jurisdiction over the Sponsor in connection with a routine audit or examination that is not specifically directed at the Company or the Confidential Information, provided, that the Sponsor shall request that confidential treatment be accorded to any information so disclosed. No Confidential Information shall be deemed to be provided to any person, including any affiliate of the Sponsor unless such Confidential Information is actually provided to such person. The Sponsor further acknowledges, on behalf of itself, its affiliates and representatives, that the Confidential Information may contain material non-public information under applicable U.S. federal and state securities laws, and that each such Person is aware of its obligations thereunder and will evaluate the Confidential Information it may receive consistent with such obligations.

6.4 Other Business Opportunities.

6.4.1 The parties expressly acknowledge and agree that to the fullest extent permitted by applicable law: (i) the Sponsor (including (A) its affiliates, (B) any portfolio company in which it or any of its affiliates or investment fund affiliates have made a debt or equity investment (and vice versa) or (C) any of their respective limited partners, non-managing members or other similar direct or indirect investors) and the director nominees of the foregoing have the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as the Company or any of its subsidiaries or deemed to be competing with the Company

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or any of its subsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other person, with no obligation to offer to the Company or any of its subsidiaries, or any other Investor or holder of capital stock of the Company the right to participate therein; (ii) the Sponsor (including (A) its affiliates, (B) any portfolio company in which it or any of its affiliates or investment fund affiliates have made a debt or equity investment (and vice versa) or (C) any of their respective limited partners, non-managing members or other similar direct or indirect investors) and the director nominees of the foregoing may invest in, or provide services to, any person that directly or indirectly competes with the Company or any of its subsidiaries; and (iii) in the event that the Sponsor (including (A) its affiliates, (B) any portfolio company in which it or any of its affiliates or investment fund affiliates have made a debt or equity investment (and vice versa) or (C) any of their respective limited partners, non-managing members or other similar direct or indirect investors) or any director nominee of the foregoing, respectively, acquires knowledge of a potential transaction or matter (unless, with respect to any such director nominee, such transaction or matter is expressly presented to such director nominee in writing and solely in such person’s capacity as a director of the Company) that may be a corporate or other business opportunity for the Company or any of its subsidiaries, such person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to the Company or any of its subsidiaries or any other Investor or holder of capital stock of the Company, as the case may be, and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to the Company or any of its subsidiaries or any other Investor or holder of capital stock of the Company (or its respective affiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another person or does not present such opportunity to the Company or any of its subsidiaries or any other Investor or holder of capital stock of the Company (or its respective affiliates). For the avoidance of doubt, the parties acknowledge that this paragraph is intended to disclaim and renounce, to the fullest extent permitted by applicable law, any right of the Company or any of its subsidiaries with respect to the matters set forth herein, and this paragraph shall be construed to effect such disclaimer and renunciation to the fullest extent permitted by law.

6.4.2 Each of the parties hereto agrees that the waivers, limitations, acknowledgments and agreements set forth in this Section 6.4 shall not apply to any alleged claim or cause of action against any of the Sponsor based upon the breach or nonperformance by such person of this Agreement or any other agreement to which such person is a party.

6.4.3 The provisions of this Section 6.4, to the extent that they restrict the duties and liabilities of any of the Sponsor or its affiliates or any director nominee of the foregoing otherwise existing at law or in equity, are agreed by the parties to replace such other duties and liabilities of the Sponsor or any of its affiliates or any director nominee of the foregoing to the fullest extent permitted by applicable law.

6.5 Application of Provisions to Certain Company Stockholders. Notwithstanding anything to the contrary set forth in this Agreement, the Persons set forth on Schedule II shall not be subject to this Section 6 and, accordingly, shall have no rights or obligations under this Section 6.

7. MISCELLANEOUS.

7.1 Other Registration Rights and Arrangements. The Company represents and warrants that no person, other than a holder of the Registrable Securities, has any right to require the Company to register any of the Company’s capital stock for sale or to include the Company’s capital stock in any registration filed by the Company for the sale of shares for its own account or for the account of any other person, other than the Subscription Agreements. The Company and the Company Investors hereby terminate the Prior Company Agreement, which shall be of no further force and effect and is hereby superseded and replaced in its entirety by this Agreement. To the extent that the Prior Rover Agreement

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does not terminate in accordance with its terms in connection with the Merger, Rover and the Rover Investors hereby terminate the Prior Rover Agreement effective upon consummation of the Merger, and agree that upon consummation of the Merger, the Prior Rover Agreement shall be of no further force and effect and is hereby superseded and replaced in its entirety by this Agreement.

7.2 Assignment; No Third Party Beneficiaries. Except as otherwise provided in this Section 7.2, this Agreement and the rights, duties and obligations of the Company or any Sponsor Party hereunder may not be assigned or delegated by the Company or any Sponsor Party in whole or in part. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and assigns and the holders of Registrable Securities and their respective successors and permitted assigns. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Section 4 and this Section 7.2. The rights, duties and obligations of a holder of Registrable Securities under this Agreement may be transferred by such a holder to a Permitted Transferee who acquires or holds Registrable Securities; provided, however, that such transferee has executed and delivered to the Company a properly completed agreement to be bound by the terms of this Agreement substantially in form attached hereto as Exhibit A (an “Addendum Agreement”), and the transferor shall have delivered to the Company no later than thirty (30) days following the date of the transfer, written notification of such transfer setting forth the name of the transferor, the name and address of the transferee, and the number of Registrable Securities so transferred. The execution of an Addendum Agreement shall constitute a permitted amendment of this Agreement. For the avoidance of doubt, if the securities that a holder wishes to transfer would not be Registrable Securities if held by such transferee, the transferee shall not be entitled to sign the Addendum Agreement or become a party hereto.

7.3 Amendments and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest of the Registrable Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing, any amendment or modification hereto or waiver hereof that adversely affects one Holder, solely in his, her or its capacity as a holder of the shares of capital stock of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected; provided, further, that any amendment or modification to, or waiver of, Section 6 (including with respect to any defined term as used therein, whether or not such defined term is defined therein) (a) shall not require the consent of the Holders and (b) to the extent it adversely affects any right granted to the Sponsor (including with respect to the Sponsor Director), shall require the prior written consent of the Sponsor. No course of dealing between any holder or the Company and any other party hereto or any failure or delay on the part of a holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.

7.4 Term.

7.4.1 Sections 3 through 5 of this Agreement (including with respect to any defined term as used therein, whether or not such defined term is defined therein) shall terminate upon the earlier of (i) the seventh anniversary of the date of this Agreement and (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the holders of all Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale; provided further that with

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respect to any Investor, such Investor will have no rights under this Agreement and all obligations of the Company to such Investor under this Agreement shall terminate upon the earliest date (x) such Investor ceases to hold at least $15 million Registrable Securities and (y) such Investor is permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale;

7.4.2 Section 6.1 of this Agreement shall terminate upon such time as the Sponsor and its Affiliates, in the aggregate, no longer meet the Minimum Ownership Threshold.

7.4.3 Notwithstanding anything herein to the contrary, the provisions of Sections 4, 6.1.4, 6.2 (solely to the extent the applicable corporate governance, conflict of interest, confidentiality and insider trading policies and guidelines of the Company as of the date the Sponsor Director no longer serves on the Board apply by their terms to a former member of the Board), 6.3, 6.4 and 7 (including with respect to any defined term as used therein, whether or not such defined term is defined therein) shall survive, and remain in full force and effect following, any termination of this Agreement.

7.5 Notices. All notices and other communications under this Agreement shall be in writing and shall be deemed given (a) when delivered personally by hand (with written confirmation of receipt by other than automatic means, whether electronic or otherwise), (b) when sent by email (with no automated reply, such as an out-of-office notification, no mail undeliverable notification or other rejection notice) or (c) one (1) Business Day following the day sent by an internationally recognized overnight courier (with written confirmation of receipt), in each case, at the following addresses or e-mail addresses (or to such other address or e-mail address as a party may have specified by notice given to the other party pursuant to this provision):

If to the Company or Rover:

A Place for Rover, Inc.

Attn: [                 ]

Email: [                 ]

with a copy to:

Wilson Sonsini Goodrich & Rosati

701 5^th Avenue #5100,

Seattle, WA 98104

Attn: [                 ]

Email: [                 ]

If to Nebula Caravel Holdings, LLC

Attn: [                 ]

Email: [                 ]

with a copy to:

Attn: [                 ]

Facsimile: [                 ]

Email: [                 ]

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If to an Investor, to the address set forth under such Investor’s signature to this Agreement or to such Investor’s address as found in the Company’s books and records.

7.6 Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible that is valid and enforceable.

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

7.8 Entire Agreement. This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant hereto and thereto) constitutes the full and entire understanding and agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written, including without limitation the Prior Company Agreement and the Prior Rover Agreement.

7.9 Governing Law; Jurisdiction. This Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by and construed in accordance with the law of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws. Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, the Delaware Superior Court or the United States District Court for the District of Delaware), and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, the Delaware Superior Court or the United States District Court for the District of Delaware), (b) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) in the Delaware Court of Chancery or in the Delaware Superior Court or the United States District Court for the District of Delaware, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and (d) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties hereto agrees that service of process, summons, notice or document by registered mail addressed to it in accordance with Section 7.5 shall be effective service of process for any suit, action or proceeding brought in any such court.

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7.10 TRIAL BY JURY. THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, EXECUTION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE TRIAL BY JURY AND THAT ANY ACTION OR PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first written above.

NEBULA CARAVEL ACQUISITION CORP.:
By:
	Name:
	Title:

SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first written above.

INVESTORS:

SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties have caused this Investor Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first written above.

A PLACE FOR ROVER, INC.
By:
	Name: Aaron Easterly
	Title: CEO

SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT

EXHIBIT A

Addendum Agreement

This Addendum Agreement (“Addendum Agreement”) is executed on [•], 20[•], by the undersigned (the “New Holder”) pursuant to the terms of that certain Investor Rights Agreement dated as of [•], 2021 (the “Agreement”), by and among the Company and the Investors identified therein, as such Agreement may be amended, supplemented or otherwise modified from time to time. Capitalized terms used but not defined in this Addendum Agreement shall have the respective meanings ascribed to such terms in the Agreement. By the execution of this Addendum Agreement, the New Holder agrees as follows:

1. Acknowledgment. New Holder acknowledges that New Holder is acquiring certain Common Stock of the Company (the “Shares”) as a transferee of such Shares from a party in such party’s capacity as a holder of Registrable Securities under the Agreement, and after such transfer, New Holder shall be considered an “Investor” and a holder of Registrable Securities for all purposes under the Agreement.

2. Agreement. New Holder hereby (a) agrees that the Shares shall be bound by and subject to the terms of the Agreement and (b) adopts the Agreement with the same force and effect as if the New Holder were originally a party thereto.

3. Notice. Any notice required or permitted by the Agreement shall be given to New Holder at the address or facsimile number listed below New Holder’s signature below.

NEW HOLDER:	ACCEPTED AND AGREED
Print Name:	NEBULA CARAVEL ACQUISITION CORP.
By:	By:

SCHEDULE I

Rover Investors

SCHEDULE II

Excluded Company Stockholders

Rover Investors that are advisory or subadvisory clients of T. Rowe Price Associates, Inc.

SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT

EX-10.6

Exhibit 10.6

FORM OF LOCK-UP AGREEMENT

THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of                , 2021 by and between Rover Group, Inc., a Delaware corporation (the “Company”) (formerly known as Nebula Caravel Acquisition Corp., a Delaware corporation), and each of Nebula Caravel Holdings, LLC, a Delaware limited liability company (“Sponsor”), the Persons set forth on Schedule 1 hereto (the “Sponsor Key Holders”) and certain stockholders of A Place for Rover, Inc. d/b/a Rover, a Delaware corporation (“Rover”), set forth on Schedule 2 hereto (such stockholders, the “Company Holders”). The Sponsor, the Sponsor Key Holders, the Company Holders and any Person who hereafter becomes a party to this Agreement pursuant to Section 2 are referred to herein, individually, as a “Holder” and, collectively, as the “Holders.”

WHEREAS, capitalized terms used but not otherwise defined in this Agreement have the meaning ascribed to such terms in the Business Combination Agreement and Plan of Merger, dated as of February 10, 2021, by and among the Company, Fetch Merger Sub, Inc., and Rover (as amended, restated, modified or supplemented from time to time, the “Merger Agreement”).

WHEREAS, in connection with transactions contemplated by the Merger Agreement, and in view of the valuable consideration to be received by the parties thereunder, the Company and each of the Holders desire to enter into this Agreement, pursuant to which the Holders’ Lock-Up Shares (as defined below) shall become subject to limitations on Transfer (as defined below) as set forth herein.

NOW, THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and intending to be legally bound hereby, the Company hereby agrees with each of the Holders as follows:

1. Definitions. The terms defined in this Section 1 shall, for all purposes of this Agreement, have the respective meanings set forth below:

(a) “Lock-Up Period” shall mean the period beginning on the Closing Date and ending on the six (6) month anniversary of the Closing Date.

(b) “Lock-Up Shares” shall mean with respect to (i) Sponsor, the Sponsor Key Holders and their respective Permitted Transferees, the shares of Parent Common Stock held by such Person immediately following the Closing (other than the PIPE Shares or shares of Parent Common Stock acquired in the public market) and (ii) the Company Holders and their respective Permitted Transferees, the shares of Parent Common Stock held by such Person immediately following the Closing (other than the PIPE Shares or shares of Parent Common Stock acquired in the public market).

(c) “Permitted Transferee” shall mean any Person to whom a Holder is permitted to transfer Lock-Up Shares prior to the expiration of the Lock-Up Period pursuant to Section 2(b).

(d) “PIPE Shares” shall means shares of Parent Common Stock purchased in the PIPE Investment or pursuant to the Sponsor Backstop Subscription Agreement (other than the “Backstop Shares” as defined therein, which shall not be deemed to be “PIPE Shares” for purposes of this Agreement).

(e) “Transfer” shall mean the (i) sale, exchange or transfer or assignment of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any security, or any right or interest therein, (ii) entry into any swap or other arrangement that transfers to another Person, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) public announcement of any intention to effect any transaction specified in clause (i) or (ii).

2. Lock-Up Provisions.

(a) Subject to Section 2(b), each Holder agrees that it shall not Transfer any Lock-Up Shares until the end of the Lock-Up Period.

(b) Notwithstanding the provisions set forth in Section 2(a), each Holder or its respective Permitted Transferees may Transfer the Lock-Up Shares during the Lock-Up Period: (i) to (A) the Company’s or the Sponsor’s officers or directors, (B) any Affiliates or family members of the Company’s or the Sponsor’s officers or directors, (C) in the case of the Sponsor or Sponsor Key Holders, any direct or indirect partners, members or equity holders of the Sponsor or Sponsor Key Holders or any related investment funds or vehicles controlled or managed by such Persons or their respective Affiliates, or (D) any direct or indirect partners, members or equity holders of such Holder, any Affiliates of such Holder or any related investment funds or vehicles controlled or managed by such Persons or their respective Affiliates; (ii) in the case of an individual, by gift to the spouse, domestic partner, parent, sibling, child or grandchild of such Holder or any other natural person with whom such Holder has a relationship by blood, marriage or adoption not more remote than first cousin, or to a charitable organization; (iii) in the case of a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust; (iv) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (v) in the case of an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; (vi) to a nominee or custodian of a Person to whom a Transfer would be permitted under clauses (i) through (v) above; (vii) in the case of the Sponsor or Sponsor Key Holders, to the partners, members or equity holders of such Holder by virtue of the Sponsor’s limited liability company agreement, as amended from time to time; (viii) in connection with any bona fide mortgage, encumbrance, pledge or other grant of a security interest in Lock-Up Shares to one or more financial or lending institutions as collateral or security for or in connection with any bona fide loans, advances or extensions of credit or debt transaction (or enforcement thereunder) entered into by Holder or any of its Affiliates, or any refinancings thereof, and any transfers of such Lock-Up Shares upon foreclosure thereof shall be deemed permitted for purposes of this Section 2(b) so long as each applicable transferee agrees in writing to be bound by the restrictions set forth in this Agreement as a Permitted Transferee; (ix) as part of the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the 1934 Act; provided, however, that such plan does not provide for the Transfer of Lock-Up Shares during the Lock-Up Period; (x) to the Company in connection with the repurchase of such Lock-up Holder’s shares in connection with the termination of the Lock-up Holder’s employment with the Company pursuant to contractual agreements with the Company; (xi) to satisfy tax withholding obligations in connection with the exercise of options to purchase shares of Parent Common Stock or the vesting of Parent stock-based awards; (xii) in payment on a “net exercise” or “cashless” basis of the exercise or purchase price with respect to the exercise of options to purchase shares of Parent Common Stock; (xiii) in connection with (but subject to the completion of) a bona fide liquidation, merger, stock exchange, reorganization, tender offer approved by the Board of Directors of the Company or a duly authorized committee thereof or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares Common Stock for cash, securities or other property subsequent to the Closing Date; (xiv) in connection with any legal, regulatory or other order; provided, however, that in the case of clauses (i) through (vi) such Permitted Transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Section 2; or (xv) if Triggering Event III occurs, at any time or from time to time on or after the ninetieth (90^th) day following the Closing Date, provided that no more than fifty percent (50%) of the Lock-Up Shares issued to each Holder (which number of shares shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to Company common stock occurring on or after the closing of the Business Combination) may be Transferred pursuant to this clause (xv).

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(c) In order to enforce this Section 2, the Company may impose stop-transfer instructions with respect to the Lock-Up Shares until the end of the Lock-Up Period.

(d) For the avoidance of doubt, each Holder shall retain all of its rights as a stockholder of the Company with respect to the Lock-Up Shares during the Lock-Up Period, including the right to vote any Lock-Up Shares that such Holder is entitled to vote.

(e) If any Holder is granted a release or waiver from (i) any lock-up agreement (such holder a “Triggering Holder”) executed in connection with the Closing or (ii) the lock-up restrictions set forth in Article VI, Section 6.8 of the bylaws of the Company prior to the expiration of the Lock-up Period, then the undersigned shall also be granted an early release from its obligations hereunder on the same terms and on a pro-rata basis with respect to such number of Lock-Up Shares rounded down to the nearest whole security equal to (A) the total percentage of Lock-Up Shares (or “Lock-up Shares” as defined in the bylaws of the Company) held by the Triggering Holder immediately following the consummation of the Closing that are being released from the lock-up agreement or lock-up restrictions multiplied by (B) the total number of Lock-Up Shares held by the undersigned immediately following the consummation of the Closing.

3. Miscellaneous.

(a) Governing Law; Jurisdiction. This Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by and construed in accordance with the law of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws. Each of the parties hereto hereby irrevocably and unconditionally (i) submits, for itself and its property, to the exclusive jurisdiction of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, the Delaware Superior Court or the United States District Court for the District of Delaware), and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, the Delaware Superior Court or the United States District Court for the District of Delaware), (ii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) in the Delaware Court of Chancery or in the Delaware Superior Court or the United States District Court for the District of Delaware, (iii) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and (iv) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties hereto agrees that service of process, summons, notice or document by registered mail addressed to it in accordance with Section 3(g) shall be effective service of process for any suit, action or proceeding brought in any such court.

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(b) Waiver of Jury Trial. THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, EXECUTION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE TRIAL BY JURY AND THAT ANY ACTION OR PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

(c) Assignment; Third Parties. This Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and permitted assigns. This Agreement and all obligations of a Holder are personal to such Holder and may not be transferred or delegated at any time. Nothing contained in this Agreement shall be construed to confer upon any Person who is not a signatory hereto any rights or benefits, as a third-party beneficiary or otherwise.

(d) Specific Performance. The parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the parties hereto do not perform the provisions of this Agreement in accordance with its specified terms or otherwise breach or threaten to breach such provisions. The parties acknowledge and agree that the parties hereto shall be entitled, in addition to any other remedy to which they are entitled at law or in equity, to an injunction, specific performance and other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions hereof. Without limiting the foregoing, each of the parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that (i) there is adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or in equity. Any party seeking an order or injunction to prevent breaches or threatened breaches and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction.

(e) Amendment; Waiver. Upon (i) the approval of a majority of the total number of directors serving on the Board of Directors of the Company who are not nominated or designated pursuant to contractual rights of Holders, (ii) the written consent of the Sponsor and (iii) the written consent of the Holders of a majority of the total Lock-Up Shares, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived by the Company, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects a Holder, solely in its capacity as a holder of Lock-Up Shares, shall require the consent of the Holder so affected. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.

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(f) Interpretation. The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without limitation”; (iii) the words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement; and (iv) the term “or” means “and/or”. The parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

(g) Notices. All notices and other communications under this Agreement shall be in writing and shall be deemed given (i) when delivered personally by hand (with written confirmation of receipt by other than automatic means, whether electronic or otherwise), (ii) when sent by email (with no automated reply, such as an out-of-office notification, no mail undeliverable notification or other rejection notice) or (iii) one (1) Business Day following the day sent by an internationally recognized overnight courier (with written confirmation of receipt), in each case, addressed, if to the Company, to:

Rover Group, Inc.

Attn: [                 ]

Email: [                 ]

with a copy to:

Wilson Sonsini Goodrich & Rosati

701 5th Avenue #5100,

Seattle, WA 98104

Attn: [                 ]

Email: [                 ]

and if to any Holder, at such Holder’s address or email address as set forth in the Company’s books and records.

(h) Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible that is valid and enforceable.

(i) Entire Agreement. This Agreement constitutes the full and entire understanding and agreement among the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written. Notwithstanding the foregoing, nothing in this Agreement shall limit any of the rights, remedies or obligations of the Company or any of the Holders under any other agreement between any of the Holders and the Company, and nothing in any other agreement, certificate or instrument shall limit any of the rights, remedies or obligations of any of the Holders or the Company under this Agreement.

(j) Several Liability: The liability of any Holder hereunder is several (and not joint). Notwithstanding any other provision of this Agreement, in no event will any Holder be liable for any other Holder’s breach of such other Holder’s obligations under this Agreement.

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

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties have executed this Lock-Up Agreement as of the date first written above.

ROVER GROUP, INC.
By:
	Name:
	Title:

[Signature Page to Lock-Up Agreement]

IN WITNESS WHEREOF, the parties have executed this Lock-Up Agreement as of the date first written above.

NEBULA CARAVEL HOLDINGS, LLC
By:
	Name:
	Title:

[Signature Page to Lock-Up Agreement]

IN WITNESS WHEREOF, the parties have executed this Lock-Up Agreement as of the date first written above.

[Company Holder]
By:
	Name:
	Title:

[Signature Page to Lock-Up Agreement]

IN WITNESS WHEREOF, the parties have executed this Lock-Up Agreement as of the date first written above.

By:
	Name:

[Signature Page to Lock-Up Agreement]

SCHEDULE 1

SPONSOR KEY HOLDERS

SCHEDULE 2

COMPANY HOLDERS

EX-99.1

Exhibit 99.1

Rover, the World’s Largest Network of Five-Star Pet Sitters and Dog Walkers, Announces Plans to Become a Public Company via a Merger with True Wind Capital’s SPAC, Nebula Caravel Acquisition Corp.

• Over 2 million pet parents have booked a service on Rover with more than 500,000 pet care providers across North America and Europe

• Transaction values the combined company at an enterprise value of $1.350 billion and is expected to provide approximately $325 million in gross cash proceeds to the Company that will enable continued investment in growth, market expansion, and product development

• As part of the transaction, additional investors have committed to participate in the transaction through a $50 million private placement of common stock

• Investor call scheduled for February 11, 2021 at 3:00 p.m. ET

Seattle, Washington, February 11, 2021 (PR Newswire) – A Place for Rover, Inc. (“Rover”) the world’s largest network of five-star pet sitters and dog walkers, has entered into a definitive business combination agreement with Nebula Caravel Acquisition Corp. (Nasdaq: NEBC) (“Caravel”). Caravel is a publicly traded special purpose acquisition company sponsored by True Wind Capital. Upon closing of the transaction, Caravel will be renamed Rover Group and remain Nasdaq-listed under the ticker symbol “ROVR”.

Rover Highlights

Rover, the leading online marketplace for pet care, connects pet parents with local, high-quality pet care providers who offer a wide range of services, including boarding, in-home pet sitting, doggy daycare, dog walking, drop-in visits, and grooming. Since its inception through 2020, more than 2 million pet parents have booked services on Rover with more than 500,000 pet care providers across North America and Europe. Rover was created to provide a better pet care alternative for pets and their parents than the existing options of friends and family, neighbors, and kennels. Rover built a simple, easy-to-use platform and mobile app to enable pet parents to discover, book, pay, and review loving pet care providers online. Rover eliminates many of the barriers of pet ownership, enabling Rover’s mission to make it possible for everyone to experience the unconditional love of pets.

Management Commentary

Co-founder and CEO Aaron Easterly will continue to lead Rover’s highly experienced management team. Adam Clammer, CEO of Caravel and Founding Partner of True Wind Capital, will serve as a Director on the combined company’s board of directors.

Aaron Easterly stated, “Today’s transaction marks a key milestone in Rover’s effort to build an enduring business that will fundamentally change the pet care industry. Partnering with the True Wind team represents a unique opportunity to bring the unconditional love of pets to more people. A public listing will provide the capital to accelerate the expansion of core service offerings, support other pet types, and continue to grow our geographic footprint.”

Adam Clammer stated, “We look forward to partnering with Aaron and the rest of Rover’s management team at this exciting inflection point. We believe that management has built an extraordinary business and we’re excited to support them along their public market journey.”

Transaction Overview

The transaction values Rover at an enterprise value of approximately $1.350 billion. Institutional investors have committed to a private investment of $50 million in Class A common stock of the combined company that will close concurrently with the business combination. It is anticipated that the combined company will have an equity market capitalization at closing of approximately $1.63 billion and have over $300 million of unrestricted cash on the balance sheet, subject to any redemptions by Caravel stockholders.

Rover and Caravel board of directors have unanimously approved the proposed business combination. Completion of the proposed business combination is expected in the first half of 2021. The transaction will be effected pursuant to the terms and conditions of the Business Combination Agreement entered into by Rover and Caravel, which contains customary closing conditions including the registration statement being declared effective by the Securities and Exchange Commission (“SEC”), approval by the stockholders of Rover and Caravel, and certain regulatory approvals.

Advisors

Morgan Stanley & Co. LLC is acting as exclusive financial advisor to Rover. Deutsche Bank Securities acted as lead financial advisor, capital markets advisor and private placement agent to Nebula Caravel Acquisition Corp. William Blair & Co., LLC and Stifel Financial Corp., also acted as capital markets advisor and private placement agents to Nebula Caravel Acquisition Corp. Wilson Sonsini Goodrich & Rosati is acting as legal advisor to Rover. Simpson Thacher & Bartlett LLP is acting as legal advisor to Caravel.

Conference Call and Webcast Information

Management of Rover and True Wind Capital will host an investor conference call on February 11, 2021 at 3:00 p.m. ET to discuss the proposed transaction and review an investor presentation. For those investors who wish to participate, the conference call can be accessed by visiting https://www.rover.com/blog/press/tab/press-release/.

Additional Information about the Business Combination and Where to Find It

This press release relates to the proposed merger involving Nebula Caravel Acquisition Corp. (“Caravel”) and A Place for Rover, Inc. (“Rover”). Caravel intends to file a Registration Statement on Form S-4 with the SEC, which will include a proxy statement and prospectus of Caravel and an information statement of Rover, and each party will file other documents with the SEC regarding the proposed transaction. A definitive proxy statement/prospectus/information statement will also be sent to the stockholders of Caravel and Rover, seeking any required stockholder approvals. Before making any voting or investment decision, investors and securityholders of Caravel and Rover are urged to carefully read the entire registration statement and proxy statement/prospectus/information, when they become available, and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, because they will contain important information about the proposed transaction. The documents filed by Caravel with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov. Alternatively, these documents, when available, can be obtained free of charge from Caravel upon written request to Nebula Caravel Acquisition Corp., Four Embarcadero Center, Suite 2100, San Francisco, California 94111.

Caravel, Rover and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Caravel, in favor of the approval of the merger. Information regarding Caravel’s directors and executive officers is contained in the section of Caravel’s Form S-1 titled “Management”, which was filed with the SEC on November 20, 2020. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the registration statement and the proxy statement/prospectus/information statement and other relevant documents filed with the SEC when they become available. Free copies of these documents may be obtained as described in the preceding paragraph.

About Rover

Founded in 2011 and based in Seattle, Rover is the world’s largest online marketplace for pet care. Rover connects pet parents with caring pet care providers who offer overnight services, including boarding and in-home pet sitting, as well as daytime services, including doggy daycare, dog walking, drop-in visits, and grooming. Millions of pet parents have booked a service on Rover, with more than 500,000 pet care providers across North America and Europe.

About True Wind Capital

True Wind Capital is a San Francisco-based private equity firm focused on investing in leading technology companies. True Wind has a broad investing mandate, with deep industry expertise across software, data analytics, tech-enabled services, internet, financial technology, and hardware. Rover will be True Wind’s 8^th platform investment.

About Nebula Caravel Acquisition Corp.

Nebula Caravel Acquisition Corp (“Caravel”) is a blank check company sponsored by True Wind and led by Adam H. Clammer and James H. Greene, Jr., who serve as Chief Executive Officer and Chairman, respectively, formed for the purpose of partnering with one high-quality technology business. Caravel follows Nebula Acquisition Corporation’s successful merger with Open Lending (NASDAQ: LPRO) in June 2020.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, Caravel’s and Rover’s expectations or predictions of future financial or business performance or conditions. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates” or “intends” or similar expressions. Such forward-looking statements involve risks and uncertainties that may cause actual events, results or performance to differ materially from those indicated by such statements. Certain of these risks are identified and discussed in the section of Caravel’s Form S-1 titled “Risk Factors” which was filed with the SEC on November 20, 2020. These risk factors will be important to consider in determining future results and should be reviewed in their entirety. These forward-looking statements are based on Caravel’s or Rover’s management’s current expectations and beliefs, as well as a number of assumptions concerning future events. However, there can be no assurance that the events, results or trends identified in these forward-looking statements will occur or be achieved. Forward-looking statements speak only as of the date they are made, and neither Caravel nor Rover is under any obligation, and expressly disclaim any obligation, to update, alter or otherwise revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Readers should carefully review the statements set forth in the reports, which Caravel has filed or will file from time to time with the SEC.

In addition to factors previously disclosed in Caravel’s reports filed with the SEC and those identified elsewhere in this press release, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: risks and uncertainties related to the inability of the parties to successfully or timely consummate the merger, including the risk that any required regulatory approvals or stockholder approvals of Caravel or Rover are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the merger is not obtained, failure to realize the anticipated benefits of the merger, risks related to Rover’s ability to execute on its business strategy, attract and retain users, develop new offerings, enhance existing offerings, compete effectively, and manage growth and costs, the duration and global impact of COVID-19, the number of redemption requests made by Caravel’s public stockholders, the ability of the combined company to meet Nasdaq’s listing standards (or the standards of any other securities exchange on which securities of the public entity are listed) following the merger, the inability to complete the private placement of common stock of Caravel to certain institutional accredited investors, the risk that the announcement and consummation of the transactions disrupts Rover’s current plans and operations, costs related to the transactions, the outcome of any legal proceedings that may be instituted against Caravel, Rover, or any of their respective directors or officers, following the announcement of the transactions, the ability of Caravel’s or the combined company to issue equity or equity-linked securities in connection with the proposed business combination or in the future, the failure to realize anticipated pro forma results and underlying assumptions, including with respect to estimated stockholder redemptions and purchase price and other adjustments; and those factors discussed in documents of Caravel filed, or to be filed, with SEC.

Additional factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements can be found in Caravel’s most recent reports on Form 8-K, which are available, free of charge, at the SEC’s website at www.sec.gov, and will also be provided in the Registration Statement on Form S-4 and Caravel’s proxy statement/prospectus/information statement when available. Any financial projections in this press release are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond Caravel’s and Rover’s control. While all projections are necessarily speculative, Caravel and Rover believe that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection extends from the date of preparation. The assumptions and estimates underlying the projected results are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the projections. The inclusion of projections in this press release should not be regarded as an indication that Caravel and Rover, or their representatives, considered or consider the projections to be a reliable prediction of future events.

Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

This press release is not intended to be all-inclusive or to contain all the information that a person may desire in considering an investment in Caravel and is not intended to form the basis of an investment decision in Caravel. All subsequent written and oral forward-looking statements concerning Caravel and Rover, the proposed transaction or other matters and attributable to Caravel and Rover or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.

No Offer or Solicitation

This press release does not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction. This press release also does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor will there be any sale of any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such other jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

Rover

MEDIA

pr@rover.com

Kristin Sandberg

(360) 510-6365

INVESTORS

brinlea@blueshirtgroup.com

Brinlea Johnson

(415) 269-2645

True Wind Capital

press@truewindcapital.com

Stephanie Portillo

EX-99.2

Exhibit 99.2 Investor Presentation February 2021Exhibit 99.2 Investor Presentation February 2021

Legal Disclaimer This presentation contains proprietary and confidential information regarding A Place for Rover, Inc. (“Rover”) and Nebula Caravel Acquisition Corporation (“NCAC”) and is being provided on a strictly confidential basis to assist interested parties in making their own evaluation with respect to a potential business combination between Rover and NCAC and related transactions (the “Potential Business Combination”) and for no other purpose. By reviewing or reading this presentation, you will be deemed to have agreed to the obligations and restrictions set out below. Without the express prior written consent of Rover and NCAC, this presentation and any information contained within it may not be (1) reproduced (in whole or in part), (2) copied at any time, (3) used for any purpose other than your evaluation of Rover or (4) provided to any other person, except your employees and advisors with a need to know who are advised of the confidentiality of the information. This presentation supersedes and replaces all previous oral or written communications between the parties hereto relating to the subject matter hereof. This presentation and any oral statements made in connection with this presentation do not constitute an offer or invitation or solicitation of any offer to sell or purchase any securities, or the solicitation of any vote, consent or approval in any jurisdiction in connection with the Potential Business Combination or any related transactions, nor shall there be any sale, issuance or transfer of any securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful under the laws of such jurisdiction. This presentation does not constitute either advice or a recommendation regarding any securities. Any offer to sell securities will be made only pursuant to a definitive Subscription Agreement and will be made in reliance on an exemption from registration under the Securities Act of 1933, as amended, for offers and sales of securities that do not involve a public offering. NCAC and the Rover reserve the right to withdraw or amend for any reason any offering and to reject any Subscription Agreement for any reason. The communication of this presentation is restricted by law; it is not intended for distribution to, or use by any person in, any jurisdiction where such distribution or use would be contrary to local law or regulation. No representations or warranties, express or implied are given in, or in respect of, this presentation. To the fullest extent permitted by law, in no circumstances will Rover, NCAC or any of their respective subsidiaries, stockholders, affiliates, representatives, partners, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this presentation, its contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. Recipients of this presentation are not to construe its contents, or any prior or subsequent communications from or with NCAC, Rover or their respective representatives as investment, legal or tax advice. In addition, this presentation does not purport to be all-inclusive or to contain all of the information that may be required to make a full analysis of Rover or the Potential Business Combination. Recipients of this presentation should each make their own evaluation of Rover and of the relevance and adequacy of the information and should make such other investigations as they deem necessary. Forward-Looking Statements Information in this presentation represents current expectations relating to transaction structure and is subject to further discussion and negotiation of definitive documentation in its entirety. All statements in this presentation other than statements of historical fact, including, but not limited to, statements regarding Rover’s future operating results, financial position, business strategy, addressable market, anticipated benefits of its technologies, and plans and objectives for future operations and offerings are “forward-looking statements” and can often be identified by the use of terminology such as “may,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect,” “anticipate,” “should,” “could,” “potential,” “projection,” “forecast,” “plan,” “trend,” “assumption,” “opportunity,” “predict,” “seek,” “target,” or similar terminology, although not all forward-looking statements contain these identifying terms. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial and performance metrics, projections of market opportunity and market share, expectations and timing related to commercial product launches, potential benefits of the transaction and the potential success of Rover’s strategy, and expectations related to the terms and timing of the transaction. These forward-looking statements are based upon Rover management’s current expectations, assumptions and estimates as of the date of this presentation and are not guarantees of future results or the timing thereof. .These forward-looking statements are provided for illustrative purposes only and are not intended to serve, and must not be relied on by any investor, as a guarantee, assurance, prediction or definitive statement of fact or probability. Actual results may differ materially from those contemplated in these statements due to a variety of risks and uncertainties, including, but not limited to, risks and uncertainties related to the inability of the parties to successfully or timely consummate the Potential Business Combination, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the Potential Business Combination is not obtained, failure to realize the anticipated benefits of the Potential Business Combination, risks related to Rover’s ability to execute on its business strategy, attract and retain users, develop new offerings, enhance existing offerings, compete effectively, and manage growth and costs, the duration and global impact of COVID-19, the number of redemption requests made by NCAC’s public stockholders and the ability of NCAC’s or the combined company to issue equity or equity-linked securities in connection with the proposed business combination or in the future; and those factors discussed in documents of NCAC filed, or to be filed, with SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither NCAC nor Rover presently know or that NCAC and Rover currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect NCAC’s and Rover’s expectations, plans or forecasts of future events and views as of the date of this presentation. NCAC and Rover anticipate that subsequent events and developments will cause NCAC’s and Rover’s assessments to change. The information contained herein is provided only as of the date on which this presentation is made and is subject to change. However, while Rover and NCAC may elect to update these forward-looking statements in the future, each of Rover and NCAC is not under any obligation, and expressly disclaims any duty, to update or otherwise revise the information after the date of presentation, whether as a result of new information, new developments or otherwise. These forward-looking statements should not be relied upon as representing NCAC’s and Rover’s assessments as of any date subsequent to the date of this presentation. Accordingly, you should not place undue reliance on the forward-looking statements. Rover and NCAC have not independently verified the statistical and other industry data generated by independent parties and contained in this presentation and accordingly cannot guarantee their accuracy or completeness. Use of Data The data contained herein is derived from various internal and third-party industry publications and sources as well as from research reports prepared for other purposes. Neither NCAC nor Rover has independently verified the data obtained from these sources and cannot assure you of the data’s accuracy or completeness. This data is subject to change. No representation is made as to the reasonableness of the assumptions made within or the accuracy or completeness of any projections or modeling or any other information contained herein. Any data on past performance or modeling contained herein is not an indication as to future performance. Rover and NCAC assume no obligation to update the information in this presentation. 2Legal Disclaimer This presentation contains proprietary and confidential information regarding A Place for Rover, Inc. (“Rover”) and Nebula Caravel Acquisition Corporation (“NCAC”) and is being provided on a strictly confidential basis to assist interested parties in making their own evaluation with respect to a potential business combination between Rover and NCAC and related transactions (the “Potential Business Combination”) and for no other purpose. By reviewing or reading this presentation, you will be deemed to have agreed to the obligations and restrictions set out below. Without the express prior written consent of Rover and NCAC, this presentation and any information contained within it may not be (1) reproduced (in whole or in part), (2) copied at any time, (3) used for any purpose other than your evaluation of Rover or (4) provided to any other person, except your employees and advisors with a need to know who are advised of the confidentiality of the information. This presentation supersedes and replaces all previous oral or written communications between the parties hereto relating to the subject matter hereof. This presentation and any oral statements made in connection with this presentation do not constitute an offer or invitation or solicitation of any offer to sell or purchase any securities, or the solicitation of any vote, consent or approval in any jurisdiction in connection with the Potential Business Combination or any related transactions, nor shall there be any sale, issuance or transfer of any securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful under the laws of such jurisdiction. This presentation does not constitute either advice or a recommendation regarding any securities. Any offer to sell securities will be made only pursuant to a definitive Subscription Agreement and will be made in reliance on an exemption from registration under the Securities Act of 1933, as amended, for offers and sales of securities that do not involve a public offering. NCAC and the Rover reserve the right to withdraw or amend for any reason any offering and to reject any Subscription Agreement for any reason. The communication of this presentation is restricted by law; it is not intended for distribution to, or use by any person in, any jurisdiction where such distribution or use would be contrary to local law or regulation. No representations or warranties, express or implied are given in, or in respect of, this presentation. To the fullest extent permitted by law, in no circumstances will Rover, NCAC or any of their respective subsidiaries, stockholders, affiliates, representatives, partners, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this presentation, its contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. Recipients of this presentation are not to construe its contents, or any prior or subsequent communications from or with NCAC, Rover or their respective representatives as investment, legal or tax advice. In addition, this presentation does not purport to be all-inclusive or to contain all of the information that may be required to make a full analysis of Rover or the Potential Business Combination. Recipients of this presentation should each make their own evaluation of Rover and of the relevance and adequacy of the information and should make such other investigations as they deem necessary. Forward-Looking Statements Information in this presentation represents current expectations relating to transaction structure and is subject to further discussion and negotiation of definitive documentation in its entirety. All statements in this presentation other than statements of historical fact, including, but not limited to, statements regarding Rover’s future operating results, financial position, business strategy, addressable market, anticipated benefits of its technologies, and plans and objectives for future operations and offerings are “forward-looking statements” and can often be identified by the use of terminology such as “may,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect,” “anticipate,” “should,” “could,” “potential,” “projection,” “forecast,” “plan,” “trend,” “assumption,” “opportunity,” “predict,” “seek,” “target,” or similar terminology, although not all forward-looking statements contain these identifying terms. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial and performance metrics, projections of market opportunity and market share, expectations and timing related to commercial product launches, potential benefits of the transaction and the potential success of Rover’s strategy, and expectations related to the terms and timing of the transaction. These forward-looking statements are based upon Rover management’s current expectations, assumptions and estimates as of the date of this presentation and are not guarantees of future results or the timing thereof. .These forward-looking statements are provided for illustrative purposes only and are not intended to serve, and must not be relied on by any investor, as a guarantee, assurance, prediction or definitive statement of fact or probability. Actual results may differ materially from those contemplated in these statements due to a variety of risks and uncertainties, including, but not limited to, risks and uncertainties related to the inability of the parties to successfully or timely consummate the Potential Business Combination, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the Potential Business Combination is not obtained, failure to realize the anticipated benefits of the Potential Business Combination, risks related to Rover’s ability to execute on its business strategy, attract and retain users, develop new offerings, enhance existing offerings, compete effectively, and manage growth and costs, the duration and global impact of COVID-19, the number of redemption requests made by NCAC’s public stockholders and the ability of NCAC’s or the combined company to issue equity or equity-linked securities in connection with the proposed business combination or in the future; and those factors discussed in documents of NCAC filed, or to be filed, with SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither NCAC nor Rover presently know or that NCAC and Rover currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect NCAC’s and Rover’s expectations, plans or forecasts of future events and views as of the date of this presentation. NCAC and Rover anticipate that subsequent events and developments will cause NCAC’s and Rover’s assessments to change. The information contained herein is provided only as of the date on which this presentation is made and is subject to change. However, while Rover and NCAC may elect to update these forward-looking statements in the future, each of Rover and NCAC is not under any obligation, and expressly disclaims any duty, to update or otherwise revise the information after the date of presentation, whether as a result of new information, new developments or otherwise. These forward-looking statements should not be relied upon as representing NCAC’s and Rover’s assessments as of any date subsequent to the date of this presentation. Accordingly, you should not place undue reliance on the forward-looking statements. Rover and NCAC have not independently verified the statistical and other industry data generated by independent parties and contained in this presentation and accordingly cannot guarantee their accuracy or completeness. Use of Data The data contained herein is derived from various internal and third-party industry publications and sources as well as from research reports prepared for other purposes. Neither NCAC nor Rover has independently verified the data obtained from these sources and cannot assure you of the data’s accuracy or completeness. This data is subject to change. No representation is made as to the reasonableness of the assumptions made within or the accuracy or completeness of any projections or modeling or any other information contained herein. Any data on past performance or modeling contained herein is not an indication as to future performance. Rover and NCAC assume no obligation to update the information in this presentation. 2

Legal Disclaimer Trademarks Rover and NCAC own or have rights to various trademarks, service marks and trade names that they use in connection with the operation of their respective businesses. This presentation may also contain trademarks, service marks, trade names and copyrights of third parties, which are the property of their respective owners. The use or display of third parties’ trademarks, service marks, trade names or products in this presentation is not intended to, and does not imply, a relationship with Rover or NCAC, or an endorsement or sponsorship by or of Rover or NCAC. Solely for convenience, the trademarks, service marks, trade names and copyrights referred to in this presentation may appear without the TM, SM, ® or © symbols, but such references are not intended to indicate, in any way, that Rover or NCAC will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks, trade names and copyrights. Use of Projections The projections, estimates and targets in this presentation are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond Rover and NCAC’s control. Such projections, estimates and targets are included for illustrative purposes only and should not be relied upon as necessarily being indicative of future results. While all projections, estimates and targets are necessarily speculative, Rover and NCAC believe that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection, estimate or target extends from the date of preparation. The assumptions and estimates underlying the projected, expected or target results are inherently uncertain and are subject to a wide variety of significant business, economic, regulatory and competitive risks and uncertainties that could cause actual results to differ materially from those contained in such projections, estimates and targets. The inclusion of projections, estimates and targets in this presentation should not be regarded as an indication Rover and NCAC, or their representatives, considered or consider the financial projections, estimates and targets to be a reliable prediction of future events. The independent auditors of NCAC and of Rover did not audit, review, compile or perform any procedures with respect to the projections for the purpose of their inclusion in this presentation, and accordingly, neither of them expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this presentation. Financial Information; Non-GAAP Financial Measures The financial information and data for the year ended December 31, 2020 are unaudited and does not conform to Regulation S-X. Accordingly, such information and data may not be included in, may be adjusted in or may be presented differently in, any proxy statement or registration statement to be filed by NCAC or Rover with the SEC. Some of the financial information and data contained in this presentation, such as Adjusted EBITDA and Adjusted EBITDA margin, have not been prepared in accordance with United States generally accepted accounting principles (“GAAP”). Adjusted EBITDA is defined as net loss adjusted for interest and taxes, depreciation and amortization, other income or expenses, stock-based compensation, restructuring costs, and M&A integration costs. Adjusted EBITDA margin is defined as Adjusted EBITDA divided by revenue. Adjusted EBITDA has been included in this presentation because it is a key measure used by Rover management and board of directors to evaluate its operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, the exclusion of certain expenses in calculating Adjusted EBITDA facilitates operating performance comparisons on a period-to-period basis and, in the case of exclusion of the impact of equity-based compensation and M&A expenses, excludes items that Rover does not consider to be indicative of its core operating performance. Accordingly, Rover and NCAC believe that the use of these non-GAAP financial measures provide useful information to investors and others in understanding and evaluating Rover’s operating results in the same manner as its management and board of directors. Non-GAAP financial measures have limitations as an analytical tool, and you should not consider them in isolation or as a substitute for analysis of our results as reported under GAAP. For example other companies may calculate non-GAAP measures differently, or may use other measures to calculate their financial performance, and therefore Rover’s non-GAAP measures may not be directly comparable to similarly titled measures of other companies. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in Rover’s financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-GAAP financial measures. In order to compensate for these limitations, management presents non-GAAP financial measures in connection with GAAP results. A reconciliation of the non-GAAP financial measures to the corresponding GAAP measures is included in the supplemental materials at the end of the presentation. A reconciliation forward-looking non-GAAP financial measures has not been provided because the various reconciling items are difficult to predict and subject to constant change. Important Information for Investors and Stockholders NCAC and Rover and their respective directors and executive officers and other members of management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of NCAC stockholders in connection with the Potential Business Combination. Investors and security holders may obtain more detailed information regarding the names and interests in the Potential Business Combination of NCAC’s directors and officers in NCAC’s filings with the SEC, including NCAC’s registration statement on Form S-1, which was originally filed with the SEC on September 4, 2020. To the extent that holdings of NCAC’s securities have changed from the amounts reported in NCAC’s registration statement on Form S-1, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to NCAC’s stockholders in connection with the Potential Business Combination will be set forth in the proxy statement/prospectus on Form S-4 for the Potential Business Combination, which is expected to be filed by NCAC with the SEC. This presentation is not a substitute for the registration statement or for any other document that NCAC may file with the SEC in connection with the Potential Business Combination. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain free copies of other documents filed with the SEC by NCAC through the website maintained by the SEC at http://www.sec.gov. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. 3Legal Disclaimer Trademarks Rover and NCAC own or have rights to various trademarks, service marks and trade names that they use in connection with the operation of their respective businesses. This presentation may also contain trademarks, service marks, trade names and copyrights of third parties, which are the property of their respective owners. The use or display of third parties’ trademarks, service marks, trade names or products in this presentation is not intended to, and does not imply, a relationship with Rover or NCAC, or an endorsement or sponsorship by or of Rover or NCAC. Solely for convenience, the trademarks, service marks, trade names and copyrights referred to in this presentation may appear without the TM, SM, ® or © symbols, but such references are not intended to indicate, in any way, that Rover or NCAC will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks, trade names and copyrights. Use of Projections The projections, estimates and targets in this presentation are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond Rover and NCAC’s control. Such projections, estimates and targets are included for illustrative purposes only and should not be relied upon as necessarily being indicative of future results. While all projections, estimates and targets are necessarily speculative, Rover and NCAC believe that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection, estimate or target extends from the date of preparation. The assumptions and estimates underlying the projected, expected or target results are inherently uncertain and are subject to a wide variety of significant business, economic, regulatory and competitive risks and uncertainties that could cause actual results to differ materially from those contained in such projections, estimates and targets. The inclusion of projections, estimates and targets in this presentation should not be regarded as an indication Rover and NCAC, or their representatives, considered or consider the financial projections, estimates and targets to be a reliable prediction of future events. The independent auditors of NCAC and of Rover did not audit, review, compile or perform any procedures with respect to the projections for the purpose of their inclusion in this presentation, and accordingly, neither of them expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this presentation. Financial Information; Non-GAAP Financial Measures The financial information and data for the year ended December 31, 2020 are unaudited and does not conform to Regulation S-X. Accordingly, such information and data may not be included in, may be adjusted in or may be presented differently in, any proxy statement or registration statement to be filed by NCAC or Rover with the SEC. Some of the financial information and data contained in this presentation, such as Adjusted EBITDA and Adjusted EBITDA margin, have not been prepared in accordance with United States generally accepted accounting principles (“GAAP”). Adjusted EBITDA is defined as net loss adjusted for interest and taxes, depreciation and amortization, other income or expenses, stock-based compensation, restructuring costs, and M&A integration costs. Adjusted EBITDA margin is defined as Adjusted EBITDA divided by revenue. Adjusted EBITDA has been included in this presentation because it is a key measure used by Rover management and board of directors to evaluate its operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, the exclusion of certain expenses in calculating Adjusted EBITDA facilitates operating performance comparisons on a period-to-period basis and, in the case of exclusion of the impact of equity-based compensation and M&A expenses, excludes items that Rover does not consider to be indicative of its core operating performance. Accordingly, Rover and NCAC believe that the use of these non-GAAP financial measures provide useful information to investors and others in understanding and evaluating Rover’s operating results in the same manner as its management and board of directors. Non-GAAP financial measures have limitations as an analytical tool, and you should not consider them in isolation or as a substitute for analysis of our results as reported under GAAP. For example other companies may calculate non-GAAP measures differently, or may use other measures to calculate their financial performance, and therefore Rover’s non-GAAP measures may not be directly comparable to similarly titled measures of other companies. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in Rover’s financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-GAAP financial measures. In order to compensate for these limitations, management presents non-GAAP financial measures in connection with GAAP results. A reconciliation of the non-GAAP financial measures to the corresponding GAAP measures is included in the supplemental materials at the end of the presentation. A reconciliation forward-looking non-GAAP financial measures has not been provided because the various reconciling items are difficult to predict and subject to constant change. Important Information for Investors and Stockholders NCAC and Rover and their respective directors and executive officers and other members of management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of NCAC stockholders in connection with the Potential Business Combination. Investors and security holders may obtain more detailed information regarding the names and interests in the Potential Business Combination of NCAC’s directors and officers in NCAC’s filings with the SEC, including NCAC’s registration statement on Form S-1, which was originally filed with the SEC on September 4, 2020. To the extent that holdings of NCAC’s securities have changed from the amounts reported in NCAC’s registration statement on Form S-1, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to NCAC’s stockholders in connection with the Potential Business Combination will be set forth in the proxy statement/prospectus on Form S-4 for the Potential Business Combination, which is expected to be filed by NCAC with the SEC. This presentation is not a substitute for the registration statement or for any other document that NCAC may file with the SEC in connection with the Potential Business Combination. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain free copies of other documents filed with the SEC by NCAC through the website maintained by the SEC at http://www.sec.gov. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. 3

Team and Presenters • Co-Founder and CEO of Rover • GeekWire’s 2016 CEO of the Year and a 2014 EY Entrepreneur of the Year Award winner for the Pacific Northwest Aaron Easterly Co-Founder and CEO, Rover• Previously general manager at Microsoft, where he managed advertiser marketplaces worth $3 billion • CFO of Rover Tracy Knox • Previously CFO for A Place for Mom, UIEvolution, Drugstore.com, and CFO, Rover Rightside • COO of Rover Brent Turner • Previously President of Code Fellows, a digital trade school in Seattle COO, Rover • Former Executive Vice President at aQuantive • Founding Partner of True Wind Capital Adam Clammer • Former Founder and Head of KKR Global Technology Group Founding Partner, True Wind Capital • Boards include LPRO, AVGO, GDDY, NXPI, JAZZ, AEPI, and many private companies • Previously served as an investment professional at Google Capital where Brandon Van Buren he focused on growth stage technology investments Partner, True Wind Capital • Prior to joining Google Capital, worked as an investment professional at KKR 4Team and Presenters • Co-Founder and CEO of Rover • GeekWire’s 2016 CEO of the Year and a 2014 EY Entrepreneur of the Year Award winner for the Pacific Northwest Aaron Easterly Co-Founder and CEO, Rover• Previously general manager at Microsoft, where he managed advertiser marketplaces worth $3 billion • CFO of Rover Tracy Knox • Previously CFO for A Place for Mom, UIEvolution, Drugstore.com, and CFO, Rover Rightside • COO of Rover Brent Turner • Previously President of Code Fellows, a digital trade school in Seattle COO, Rover • Former Executive Vice President at aQuantive • Founding Partner of True Wind Capital Adam Clammer • Former Founder and Head of KKR Global Technology Group Founding Partner, True Wind Capital • Boards include LPRO, AVGO, GDDY, NXPI, JAZZ, AEPI, and many private companies • Previously served as an investment professional at Google Capital where Brandon Van Buren he focused on growth stage technology investments Partner, True Wind Capital • Prior to joining Google Capital, worked as an investment professional at KKR 4

True Wind Capital Investment Highlights - Why We Are Excited • Rover is the world's largest online marketplace for pet care (~10x relative market share) in a massive and growing market • Offline to online shift within pet services is in early innings • Rover benefitting from the confluence of major secular tailwinds; pet ownership and travel recovery • Differentiated marketplace with an attractive economic model • World-class management team • Attractive valuation 5True Wind Capital Investment Highlights - Why We Are Excited • Rover is the world's largest online marketplace for pet care (~10x relative market share) in a massive and growing market • Offline to online shift within pet services is in early innings • Rover benefitting from the confluence of major secular tailwinds; pet ownership and travel recovery • Differentiated marketplace with an attractive economic model • World-class management team • Attractive valuation 5

Table of Contents 1. Business Overview 2. Investment Highlights 3. Financial Overview 4. Transaction Overview 5. Appendix 6Table of Contents 1. Business Overview 2. Investment Highlights 3. Financial Overview 4. Transaction Overview 5. Appendix 6

We believe that everyone deserves to experience the unconditional love of pets, and exists to make that possible. 7We believe that everyone deserves to experience the unconditional love of pets, and exists to make that possible. 7

Meet Rover Annual Gross Booking Value ($mm) 2mm 500k 96%+ (1) Pet Parents have booked Providers paid of U.S. population covered $436 94% $333 CAGR 87 % 1-2 70% (2) Repeat Quarter Payback of new customers rebook Bookings $202 40mm ~10x 67% $92 All-time services delivered Larger than next largest Previously relied on friends, (3) (4) $43 competitor family and neighbors $16 2014 2015 2016 2017 2018 2019 Note: Metrics are cumulative as of September 2020, unless otherwise noted 1. Based on the zip codes with booked transactions on the platform 2. Based on 2019 Cohort 3. Based on credit card data for the month of December 2020 8 4. Rover survey resultsMeet Rover Annual Gross Booking Value ($mm) 2mm 500k 96%+ (1) Pet Parents have booked Providers paid of U.S. population covered $436 94% $333 CAGR 87 % 1-2 70% (2) Repeat Quarter Payback of new customers rebook Bookings $202 40mm ~10x 67% $92 All-time services delivered Larger than next largest Previously relied on friends, (3) (4) $43 competitor family and neighbors $16 2014 2015 2016 2017 2018 2019 Note: Metrics are cumulative as of September 2020, unless otherwise noted 1. Based on the zip codes with booked transactions on the platform 2. Based on 2019 Cohort 3. Based on credit card data for the month of December 2020 8 4. Rover survey results

Rover Overview Rover is the #1 Pet Services App Digital and Convenient • Platform connects you with high-quality pet care providers in your area • Ability to choose your pet care provider, unlike some competitors • 3.5 million reviews provide assurance on quality of care Trust and Safety • Background checks • Detailed sitter profiles • Personal information privacy • Customer reviews • 24/7 support 9Rover Overview Rover is the #1 Pet Services App Digital and Convenient • Platform connects you with high-quality pet care providers in your area • Ability to choose your pet care provider, unlike some competitors • 3.5 million reviews provide assurance on quality of care Trust and Safety • Background checks • Detailed sitter profiles • Personal information privacy • Customer reviews • 24/7 support 9

Rover Services Overview – Illustrative Booking Overnight Daytime Boarding Doggy Dog Drop-in In Home House Day Care Walking Visits Grooming Sitting Overnight pet care Daytime pet care in Whenever your dog For potty breaks, quick Full-service or just Overnight pet care or at a sitter’s pet- your sitter’s dog- needs a walk play dates, and litter a bath in your house-sitting services friendly home friendly home box cleaning home at your home Average $35 $30 $30 $20 $15 $70 price / night / night / day / walk / visit / groom per unit 68% of GBV 32% of GBV % of Testing in 54% 14% 5% 12% 14% GBV Select Markets 10 GBV and average price based on FYE December 31, 2019Rover Services Overview – Illustrative Booking Overnight Daytime Boarding Doggy Dog Drop-in In Home House Day Care Walking Visits Grooming Sitting Overnight pet care Daytime pet care in Whenever your dog For potty breaks, quick Full-service or just Overnight pet care or at a sitter’s pet- your sitter’s dog- needs a walk play dates, and litter a bath in your house-sitting services friendly home friendly home box cleaning home at your home Average $35 $30 $30 $20 $15 $70 price / night / night / day / walk / visit / groom per unit 68% of GBV 32% of GBV % of Testing in 54% 14% 5% 12% 14% GBV Select Markets 10 GBV and average price based on FYE December 31, 2019

How We Serve Pet Parents and Pet Care Providers What Rover Provides Pet Parents Pet Care Providers Want Want 97% of reviews are 5 stars “Giulia … made me feel totally comfortable with leaving my pup with her for the weekend! She gave me constant updates and • Environment where their pictures of my pup! I picked up my pup and he looked happy to • Flexibility and pets feels happy and stress- see me, but super comfortable with her! I will be using her empowerment free services again!” • Confidence and • The love of pets in their “Michelle was incredible! My dog, Mocha, felt instantly comfortable with her… I knew Mocha was in great hands! I would definitely recommend reassurance that their pets lives Michelle to everyone” are receiving excellent, • Meaningful earnings, personalized care “This service is awesome. I found an amazing person to walk my dog given the effort very quickly. It's easy to set up an account, find what services you're • Technology-enabled ease of looking for, and pay. It's reliable too... I love it!” • Easy way to meet pet access and management “I have personally been using Rover for a few months parents now and I love it!... I am personally a dog walker and it’s • Care that suits their budget been absolutely great. “ and their lifestyle 11How We Serve Pet Parents and Pet Care Providers What Rover Provides Pet Parents Pet Care Providers Want Want 97% of reviews are 5 stars “Giulia … made me feel totally comfortable with leaving my pup with her for the weekend! She gave me constant updates and • Environment where their pictures of my pup! I picked up my pup and he looked happy to • Flexibility and pets feels happy and stress- see me, but super comfortable with her! I will be using her empowerment free services again!” • Confidence and • The love of pets in their “Michelle was incredible! My dog, Mocha, felt instantly comfortable with her… I knew Mocha was in great hands! I would definitely recommend reassurance that their pets lives Michelle to everyone” are receiving excellent, • Meaningful earnings, personalized care “This service is awesome. I found an amazing person to walk my dog given the effort very quickly. It's easy to set up an account, find what services you're • Technology-enabled ease of looking for, and pay. It's reliable too... I love it!” • Easy way to meet pet access and management “I have personally been using Rover for a few months parents now and I love it!... I am personally a dog walker and it’s • Care that suits their budget been absolutely great. “ and their lifestyle 11

Table of Contents 1. Business Overview 2. Investment Highlights 3. Financial Overview 4. Transaction Overview 5. Appendix 12Table of Contents 1. Business Overview 2. Investment Highlights 3. Financial Overview 4. Transaction Overview 5. Appendix 12

Pets and Their Love in Our Lives 67% of U.S. Households have Pets +20% have previously owned a pet Part of the Family 95% of dog parents and 94% of cat parents consider their pet a part of the family Our Pets… decrease stress, improve heart health, and help socialize children Pet Humanization and Premiumization Driving Spend Prioritization of Pet Needs Increasing Spend Per Pet Increasing Spend on Pet Services Recession Resilience 13 Source: APPA National Pet Owners Survey, Packaged Facts, National Institutes of HealthPets and Their Love in Our Lives 67% of U.S. Households have Pets +20% have previously owned a pet Part of the Family 95% of dog parents and 94% of cat parents consider their pet a part of the family Our Pets… decrease stress, improve heart health, and help socialize children Pet Humanization and Premiumization Driving Spend Prioritization of Pet Needs Increasing Spend Per Pet Increasing Spend on Pet Services Recession Resilience 13 Source: APPA National Pet Owners Survey, Packaged Facts, National Institutes of Health

The Pet Market is Massive, with a Relatively Untapped Services Market (3) Global Buy Pet Food ~98% Pet Spend Global Dog (3) & Cat Spend Buy Treats ~90% Current U.S. (1) Pet Opportunity (3) Take Their Pet to Vet ~85% $95bn Current (4) Commercial Pay for Commercial Overnight Pet Services ~10% Pet Services (2) Market $9bn 1. Packaged Facts, 2019. Represents retail pet food/supplies, veterinary and non-medical services 2. Packaged Facts, 2019. Represents current non-medical services market of $10.33bn less the $1.4bn pet insurance market 14 3. APPA. Pet parent behavior statistics represent average for both dog and cat parents 4. Management estimate based on Packaged Facts data in footnotes 1 and 2 aboveThe Pet Market is Massive, with a Relatively Untapped Services Market (3) Global Buy Pet Food ~98% Pet Spend Global Dog (3) & Cat Spend Buy Treats ~90% Current U.S. (1) Pet Opportunity (3) Take Their Pet to Vet ~85% $95bn Current (4) Commercial Pay for Commercial Overnight Pet Services ~10% Pet Services (2) Market $9bn 1. Packaged Facts, 2019. Represents retail pet food/supplies, veterinary and non-medical services 2. Packaged Facts, 2019. Represents current non-medical services market of $10.33bn less the $1.4bn pet insurance market 14 3. APPA. Pet parent behavior statistics represent average for both dog and cat parents 4. Management estimate based on Packaged Facts data in footnotes 1 and 2 above

Rover Unlocks Latent Demand for Pet Care Services Existing (2) (2) (3) Unlocking Market Total Scaled Commercial (1) Opportunity Today Opportunity Market Daytime, $10Bn Daytime, $6Bn 2030E total scaled addressable market: $9Bn Overnight, Overnight, $113bn $66Bn $69Bn (3) $79bn estimated U.S. opportunity, growing to $113bn scaled opportunity Source: Packaged Facts, Euromonitor 1. Packaged Facts, 2019. Represents current non-medical services market of $10.33bn less the $1.4bn pet insurance market 2. Management estimates based on Packaged Facts and Euromonitor. Additional market opportunity based on $ of households with pets, number of total households, number of trips nights per households, and price per pet. We estimate that leisure/non-business travel represents ~85-87% of our GBV. We also estimate that domestic travel represents ~90% of all trips taken. See page 36 for detailed calculation 15 3. Management estimates based on Packaged Facts and Euromonitor. International opportunity in geographies where Rover currently operates estimated to be 30% of U.S. opportunity. See page 36 for detailed calculationRover Unlocks Latent Demand for Pet Care Services Existing (2) (2) (3) Unlocking Market Total Scaled Commercial (1) Opportunity Today Opportunity Market Daytime, $10Bn Daytime, $6Bn 2030E total scaled addressable market: $9Bn Overnight, Overnight, $113bn $66Bn $69Bn (3) $79bn estimated U.S. opportunity, growing to $113bn scaled opportunity Source: Packaged Facts, Euromonitor 1. Packaged Facts, 2019. Represents current non-medical services market of $10.33bn less the $1.4bn pet insurance market 2. Management estimates based on Packaged Facts and Euromonitor. Additional market opportunity based on $ of households with pets, number of total households, number of trips nights per households, and price per pet. We estimate that leisure/non-business travel represents ~85-87% of our GBV. We also estimate that domestic travel represents ~90% of all trips taken. See page 36 for detailed calculation 15 3. Management estimates based on Packaged Facts and Euromonitor. International opportunity in geographies where Rover currently operates estimated to be 30% of U.S. opportunity. See page 36 for detailed calculation

Majority of Our Pet Parents and Pet Care Providers are New to Commercial Market Where are our pet parents coming from? Where are our providers coming from? Local Other Existing Independent / 0.5% Professionals Boutique 2% Professionals 13% New to Commercial Services Kennels / Vets 98% 20% Family / Friends / Neighbors 67% Stats based on Rover survey 16Majority of Our Pet Parents and Pet Care Providers are New to Commercial Market Where are our pet parents coming from? Where are our providers coming from? Local Other Existing Independent / 0.5% Professionals Boutique 2% Professionals 13% New to Commercial Services Kennels / Vets 98% 20% Family / Friends / Neighbors 67% Stats based on Rover survey 16

COVID Recovery Story: Converging Tailwinds new pets added in 2020, up from 85mm pet- Vaccine progress driving expected travel recovery 11mm owning households currently (1) U.S. Pet Adoption Y/Y Growth (%) Y/Y % Bookings Growth Forecast 100% 80% 35% 60% 40% ~4.0x 20% 0% (20%) (40%) 9% (60%) (80%) (100%) 2019 2020 2019 2020 2021 2022 2023 2024 2025 Current Forecast (December 2020) Further accelerated by shift from offline to online for pet spend categories Source: Wall Street Research; Shelteranimalscount.com, Last Chance Animal Rescue, The Wall Street Journal 17 1. Management’s estimate based on Gross Live Outcomes growth from 3.26M to 3.55M and Last Chance Pet Adoption rates in 2020COVID Recovery Story: Converging Tailwinds new pets added in 2020, up from 85mm pet- Vaccine progress driving expected travel recovery 11mm owning households currently (1) U.S. Pet Adoption Y/Y Growth (%) Y/Y % Bookings Growth Forecast 100% 80% 35% 60% 40% ~4.0x 20% 0% (20%) (40%) 9% (60%) (80%) (100%) 2019 2020 2019 2020 2021 2022 2023 2024 2025 Current Forecast (December 2020) Further accelerated by shift from offline to online for pet spend categories Source: Wall Street Research; Shelteranimalscount.com, Last Chance Animal Rescue, The Wall Street Journal 17 1. Management’s estimate based on Gross Live Outcomes growth from 3.26M to 3.55M and Last Chance Pet Adoption rates in 2020

The Traditional Pet Care Services Market was not Built with Today’s Consumer in Mind The Majority of Pet Care is Done by Family and Friends Extremely fragmented Local Mom & Pet Care Independent market Family & Friends Pop Shops Chains Professionals Low online penetration Found Offline or via Online Aggregators & Directories Few pet care specialists operating at scale online 18The Traditional Pet Care Services Market was not Built with Today’s Consumer in Mind The Majority of Pet Care is Done by Family and Friends Extremely fragmented Local Mom & Pet Care Independent market Family & Friends Pop Shops Chains Professionals Low online penetration Found Offline or via Online Aggregators & Directories Few pet care specialists operating at scale online 18

Our Platform is Sticky, Limiting Disintermediation Risk Pet Parents and Pet Care Providers Value Increasing Feature Functionality such as In-app Marketplace Reputation and Reviews Messaging, Photos, Real Time Mapping, and Payments Offer Unparalleled Ease of Use >90% Revenue Retention from Seasoned Pet Care Providers Machine Learning Identifies and Demotes Ranking of Rover 24/7 Customer Support and Rover Providers Likely to Have Off-Platform Transactions Guarantee Allow for Peace of Mind 19Our Platform is Sticky, Limiting Disintermediation Risk Pet Parents and Pet Care Providers Value Increasing Feature Functionality such as In-app Marketplace Reputation and Reviews Messaging, Photos, Real Time Mapping, and Payments Offer Unparalleled Ease of Use >90% Revenue Retention from Seasoned Pet Care Providers Machine Learning Identifies and Demotes Ranking of Rover 24/7 Customer Support and Rover Providers Likely to Have Off-Platform Transactions Guarantee Allow for Peace of Mind 19

…Reinforcing Powerful Network Effect Our Matching Algorithm Grows Marketplace Organically More Bookings New Bookings Repeat Bookings Proprietary Algorithm Continuously Improves Better More Matches Data Growth of Brand and Word of Mouth 20…Reinforcing Powerful Network Effect Our Matching Algorithm Grows Marketplace Organically More Bookings New Bookings Repeat Bookings Proprietary Algorithm Continuously Improves Better More Matches Data Growth of Brand and Word of Mouth 20

Powerful Word of Mouth Acquisition Enhanced by Strategic Paid Marketing Drives Growth • Over time, as the strength of word of mouth customer acquisition has increased, our marketing spend as a % of GBV has decreased (1) • In 2020 , 51% new customers in Top 10 cities were acquired via word of mouth vs. 44% in the rest of the market • 1-2 quarter target payback on customer acquisition cost • Following initial transaction, we retain >50% of customer repeat (1) year 1 bookings every year thereafter, growing lifetime value Word of Mouth Acquisition in 1. Nine months ending 9/30/2020 21Powerful Word of Mouth Acquisition Enhanced by Strategic Paid Marketing Drives Growth • Over time, as the strength of word of mouth customer acquisition has increased, our marketing spend as a % of GBV has decreased (1) • In 2020 , 51% new customers in Top 10 cities were acquired via word of mouth vs. 44% in the rest of the market • 1-2 quarter target payback on customer acquisition cost • Following initial transaction, we retain >50% of customer repeat (1) year 1 bookings every year thereafter, growing lifetime value Word of Mouth Acquisition in 1. Nine months ending 9/30/2020 21

Strong Retention Metrics Pet Parents Book More and More Often Average Total Bookings 10 ~4 month 2016 2017 payback period 9 2015 8 2018 2013 2014 7 6 2019 5 4 Net Take Retention, excluding 1st Booking Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 2013 100% 64% 52% 56% 61% 57% 3 2014 100% 67% 62% 65% 62% 2020 2015 100% 71% 66% 60% 2016 100% 64% 54% 2 2017 100% 62% 1 0 6 12 18 24 30 36 42 48 54 60 66 72 78 84 (1) Months since first booking 1. Represent cohorts from January of respective year 22 2. Cumulative through Q4’19, except for 2020 cohortStrong Retention Metrics Pet Parents Book More and More Often Average Total Bookings 10 ~4 month 2016 2017 payback period 9 2015 8 2018 2013 2014 7 6 2019 5 4 Net Take Retention, excluding 1st Booking Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 2013 100% 64% 52% 56% 61% 57% 3 2014 100% 67% 62% 65% 62% 2020 2015 100% 71% 66% 60% 2016 100% 64% 54% 2 2017 100% 62% 1 0 6 12 18 24 30 36 42 48 54 60 66 72 78 84 (1) Months since first booking 1. Represent cohorts from January of respective year 22 2. Cumulative through Q4’19, except for 2020 cohort

Continued Acceleration in Engagement Increased Engagement Driven By Both Higher Rebooking Rates and Higher Frequency Percentage of Cohort with Rebooking Cumulative Bookings per Repeat Customer 2016 80% 2017 12 2013 2016 2017 2014 2018 2015 2015 70% 10 2018 2019 2014 60% 2013 8 2019 50% 2020 6 40% 2020 4 30% 2 20% 0 10% 0 6 12 18 24 30 36 42 48 54 60 66 72 78 84 0 6 12 18 24 30 36 42 48 54 60 66 72 78 84 Months since first booking Months since first booking (1) Months since first booking 1. Represent cohorts from January of respective year 23 2. Cumulative through Q4’19, except for 2020 cohortContinued Acceleration in Engagement Increased Engagement Driven By Both Higher Rebooking Rates and Higher Frequency Percentage of Cohort with Rebooking Cumulative Bookings per Repeat Customer 2016 80% 2017 12 2013 2016 2017 2014 2018 2015 2015 70% 10 2018 2019 2014 60% 2013 8 2019 50% 2020 6 40% 2020 4 30% 2 20% 0 10% 0 6 12 18 24 30 36 42 48 54 60 66 72 78 84 0 6 12 18 24 30 36 42 48 54 60 66 72 78 84 Months since first booking Months since first booking (1) Months since first booking 1. Represent cohorts from January of respective year 23 2. Cumulative through Q4’19, except for 2020 cohort

Multiple Growth Vectors Expand strategic partnerships Increase revenue from advertising and retail offerings Grow international coverage Expand service Attract and delight customers offerings and pets in existing geographies and types covered within existing services 24Multiple Growth Vectors Expand strategic partnerships Increase revenue from advertising and retail offerings Grow international coverage Expand service Attract and delight customers offerings and pets in existing geographies and types covered within existing services 24

Table of Contents 1. Business Overview 2. Investment Highlights 3. Financial Overview 4. Transaction Overview 5. Appendix 25Table of Contents 1. Business Overview 2. Investment Highlights 3. Financial Overview 4. Transaction Overview 5. Appendix 25

Financial Projections Bookings (mm) Gross Booking Value ($mm) 27% 8.1 CAGR $855 4.2 3.9 3.2 $436 $408 2.4 $333 $233 2018A 2019A 2020A 2021E 2022E 2018A 2019A 2020A 2021E 2022E 30% (45%) 71% 106% 31% (47%) 75% 109% YoY Growth % YoY Growth % (2) Adjusted EBITDA ($mm) $35 Revenue ($mm) 30% CAGR 2018A 2019A 2020A 2021E $201 2022E ($9) $97 $95 $71 ($24) $48 ($35) ($49) 2018A 2019A 2020A 2021E 2022E YoY Growth % (49%) 100% 107% Margin % (69%) (37%) (50%) (9%) 17% 35% Note: Projections assume successful COVID vaccine rollout in 2021. Projections assume the travel industry starts to recover in 2H'21. Projections assume existing pet parents gradual return to normal cohort behavior from Q2'21 through Q1’22 26 1. 2020 Actuals are unaudited and subject to final S-4 2. Defined as net loss adjusted for interest & taxes, depreciation & amortization, other income or expenses, stock-based compensation, restructuring costs, and acquisition-related costs. See reconciliation on page 42 for detailsFinancial Projections Bookings (mm) Gross Booking Value ($mm) 27% 8.1 CAGR $855 4.2 3.9 3.2 $436 $408 2.4 $333 $233 2018A 2019A 2020A 2021E 2022E 2018A 2019A 2020A 2021E 2022E 30% (45%) 71% 106% 31% (47%) 75% 109% YoY Growth % YoY Growth % (2) Adjusted EBITDA ($mm) $35 Revenue ($mm) 30% CAGR 2018A 2019A 2020A 2021E $201 2022E ($9) $97 $95 $71 ($24) $48 ($35) ($49) 2018A 2019A 2020A 2021E 2022E YoY Growth % (49%) 100% 107% Margin % (69%) (37%) (50%) (9%) 17% 35% Note: Projections assume successful COVID vaccine rollout in 2021. Projections assume the travel industry starts to recover in 2H'21. Projections assume existing pet parents gradual return to normal cohort behavior from Q2'21 through Q1’22 26 1. 2020 Actuals are unaudited and subject to final S-4 2. Defined as net loss adjusted for interest & taxes, depreciation & amortization, other income or expenses, stock-based compensation, restructuring costs, and acquisition-related costs. See reconciliation on page 42 for details

Financial Forecast Long-Term FY 2021 FY 2022 Targets Revenue Growth 20%-25% 100% 107% (1) Adjusted EBITDA Margin 30%+ (9%) 17% Rover has potential for a “Rule of 55%+” financial profile Note: Projections assume successful COVID vaccine rollout in 2021. Projections assume the travel industry starts to recover in 2H'21. Projections assume existing pet parents gradual return to normal cohort behavior from Q2'21 through Q1'22 27 1. Defined as net loss adjusted for interest & taxes, depreciation & amortization, other income or expenses, stock-based compensation, restructuring costs, and acquisition-related costs. See reconciliation on page 42 for detailsFinancial Forecast Long-Term FY 2021 FY 2022 Targets Revenue Growth 20%-25% 100% 107% (1) Adjusted EBITDA Margin 30%+ (9%) 17% Rover has potential for a “Rule of 55%+” financial profile Note: Projections assume successful COVID vaccine rollout in 2021. Projections assume the travel industry starts to recover in 2H'21. Projections assume existing pet parents gradual return to normal cohort behavior from Q2'21 through Q1'22 27 1. Defined as net loss adjusted for interest & taxes, depreciation & amortization, other income or expenses, stock-based compensation, restructuring costs, and acquisition-related costs. See reconciliation on page 42 for details

Rover – Differentiated Consumer Marketplace World’s largest online marketplace for pet care Massive untapped market opportunity, supported by tailwinds of pet adoption and spend Largest supply of high-quality pet care providers, providing personalized service Strong pet parent loyalty and word-of-mouth growth Data scale and proprietary algorithm to make continuously better matches High growth financial profile with attractive customer unit economics 28Rover – Differentiated Consumer Marketplace World’s largest online marketplace for pet care Massive untapped market opportunity, supported by tailwinds of pet adoption and spend Largest supply of high-quality pet care providers, providing personalized service Strong pet parent loyalty and word-of-mouth growth Data scale and proprietary algorithm to make continuously better matches High growth financial profile with attractive customer unit economics 28

Table of Contents 1. Business Overview 2. Investment Highlights 3. Financial Overview 4. Transaction Overview 5. Appendix 29Table of Contents 1. Business Overview 2. Investment Highlights 3. Financial Overview 4. Transaction Overview 5. Appendix 29

True Wind Overview Firm Track Record Focus — San Francisco-based — Track record of excellence with — Investing in differentiated, leading TMT private equity firm managing ~$2 billion principals playing a major role in 30+ companies platform investments with $75+ billion — 75+ years of collective investing — Broad mandate across multiple in total transaction value and $15+ experience technology sectors: billion of invested equity — True Wind’s founding partners were ‒ Software — Repeat SPAC issuer: First transaction previously the founding members of ‒ Internet / Digital Media reached combination with Open KKR’s technology franchise ‒ Financial Technology Lending (NASDAQ: LPRO), resulting in — Fifteen full-time investment successful outcome for prior ‒ Healthcare IT professionals with deep technology shareholders, management, and PIPE ‒ Industrial Technology investing expertise and public market investors ‒ Hardware — Successful public company experience: ‒ IT Services GoDaddy, Avago/Broadcom, NXP, Jazz Pharma, Open Lending, Safeway, Owens Illinois, Reltec, Amphenol 30True Wind Overview Firm Track Record Focus — San Francisco-based — Track record of excellence with — Investing in differentiated, leading TMT private equity firm managing ~$2 billion principals playing a major role in 30+ companies platform investments with $75+ billion — 75+ years of collective investing — Broad mandate across multiple in total transaction value and $15+ experience technology sectors: billion of invested equity — True Wind’s founding partners were ‒ Software — Repeat SPAC issuer: First transaction previously the founding members of ‒ Internet / Digital Media reached combination with Open KKR’s technology franchise ‒ Financial Technology Lending (NASDAQ: LPRO), resulting in — Fifteen full-time investment successful outcome for prior ‒ Healthcare IT professionals with deep technology shareholders, management, and PIPE ‒ Industrial Technology investing expertise and public market investors ‒ Hardware — Successful public company experience: ‒ IT Services GoDaddy, Avago/Broadcom, NXP, Jazz Pharma, Open Lending, Safeway, Owens Illinois, Reltec, Amphenol 30

Transaction Overview Illustrative Pro Forma Capitalization Key Proposed Transaction Terms ▪ Aggregate Value: $1,355MM / Equity Value: $1,630MM ▪ Total Raise of $325MM: $275MM from SPAC and $50MM from PIPE ▪ $50MM backstop from Sponsor against potential redemptions ▪ $45MM in secondary ▪ 6.875MM shares for Sponsor Promote : 40%/40%/20% split at $12.00/$14.00/$16.00 ▪ Backstop acceleration - 3.4MM promote shares vest pro rata with $50MM backstop ▪ Promote and warrants reduced linearly from zero net redemptions in excess of backstop to minimum cash threshold (Up to $200MM of net redemptions in excess of backstop) ▪ 22.5MM shares for Seller Earnout: 10MM at $12.00; 10MM at $14.00; 2.5MM @ $16.00 Cash Sources and Uses ($MM) ▪ 3.0MM founder warrants, $18.00 conversion cap Illustrative Post-Transaction Ownership PIPE Holders, 3% SPAC Public Holders, 17% Existing Holders, 80% 31Transaction Overview Illustrative Pro Forma Capitalization Key Proposed Transaction Terms ▪ Aggregate Value: $1,355MM / Equity Value: $1,630MM ▪ Total Raise of $325MM: $275MM from SPAC and $50MM from PIPE ▪ $50MM backstop from Sponsor against potential redemptions ▪ $45MM in secondary ▪ 6.875MM shares for Sponsor Promote : 40%/40%/20% split at $12.00/$14.00/$16.00 ▪ Backstop acceleration - 3.4MM promote shares vest pro rata with $50MM backstop ▪ Promote and warrants reduced linearly from zero net redemptions in excess of backstop to minimum cash threshold (Up to $200MM of net redemptions in excess of backstop) ▪ 22.5MM shares for Seller Earnout: 10MM at $12.00; 10MM at $14.00; 2.5MM @ $16.00 Cash Sources and Uses ($MM) ▪ 3.0MM founder warrants, $18.00 conversion cap Illustrative Post-Transaction Ownership PIPE Holders, 3% SPAC Public Holders, 17% Existing Holders, 80% 31

Comparable Selection Criteria Market Differentiated Proprietary Network Leader Consumer Marketplace Data Assets Effect ✓ Undisputed sector leaders✓ Similar “take-rate” ✓ Leading data scale✓ Reinforcing network effect business models driven by more bookings, ✓ Proprietary algorithm more data, and better ✓ Inclusion of 3-sided matches marketplaces 32Comparable Selection Criteria Market Differentiated Proprietary Network Leader Consumer Marketplace Data Assets Effect ✓ Undisputed sector leaders✓ Similar “take-rate” ✓ Leading data scale✓ Reinforcing network effect business models driven by more bookings, ✓ Proprietary algorithm more data, and better ✓ Inclusion of 3-sided matches marketplaces 32

Public Comparables – Operating Metrics Agg.Value Revenue CAGR EBITDA Margin SS EBITDA Margin AV / Revenue AV / SS EBITDA Name ($MM) CY19'-22' CY2022E CY2022E CY2022E CY2022E Fetch $1,350 28% 17% 30% 6.7x 22.3x Comparables Airbnb $114,623 8% 10% 31% 18.7x 60.3x Chewy $44,281 29% 3% 11% 4.2x 40.0x Etsy $28,897 38% 30% 33% 13.3x 40.3x Fiverr $9,169 48% 16% 25% 26.5x N.M. Match $45,878 16% 41% 41% 14.2x 34.6x Mean $48,570 28% 20% 28% 18.2x 43.8x Median $44,281 29% 16% 31% 16.4x 40.2x 1. Market Data as of 1/20/2021 2. EV / SS EBITDA >100.0x shown as not-meaningful. 3. Chewy excluded from AV / Revenue Median and Mean 33 4. Match CAGR represents CY20’ – 22’ growthPublic Comparables – Operating Metrics Agg.Value Revenue CAGR EBITDA Margin SS EBITDA Margin AV / Revenue AV / SS EBITDA Name ($MM) CY19'-22' CY2022E CY2022E CY2022E CY2022E Fetch $1,350 28% 17% 30% 6.7x 22.3x Comparables Airbnb $114,623 8% 10% 31% 18.7x 60.3x Chewy $44,281 29% 3% 11% 4.2x 40.0x Etsy $28,897 38% 30% 33% 13.3x 40.3x Fiverr $9,169 48% 16% 25% 26.5x N.M. Match $45,878 16% 41% 41% 14.2x 34.6x Mean $48,570 28% 20% 28% 18.2x 43.8x Median $44,281 29% 16% 31% 16.4x 40.2x 1. Market Data as of 1/20/2021 2. EV / SS EBITDA >100.0x shown as not-meaningful. 3. Chewy excluded from AV / Revenue Median and Mean 33 4. Match CAGR represents CY20’ – 22’ growth

Public Comparables – Trading Metrics AV / 22E Revenue AV / 22E SS EBITDA N.M. 26.5x 60.3x 18.7x Median: 16.4x 14.2x 13.3x 40.3x 40.0x Median: 40.2x 34.6x 22.3x 6.7x 4.2x Fetch Fiverr Airbnb Match Etsy Chewy Fetch Fiverr Airbnb Etsy Chewy Match 1. Market Data as of 1/20/2021 2. EV / SS EBITDA >100.0x shown as not-meaningful 34 3. Chewy excluded from AV / Revenue Median Public Comparables – Trading Metrics AV / 22E Revenue AV / 22E SS EBITDA N.M. 26.5x 60.3x 18.7x Median: 16.4x 14.2x 13.3x 40.3x 40.0x Median: 40.2x 34.6x 22.3x 6.7x 4.2x Fetch Fiverr Airbnb Match Etsy Chewy Fetch Fiverr Airbnb Etsy Chewy Match 1. Market Data as of 1/20/2021 2. EV / SS EBITDA >100.0x shown as not-meaningful 34 3. Chewy excluded from AV / Revenue Median

Table of Contents 1. Business Overview 2. Investment Highlights 3. Financial Overview 4. Transaction Overview 5. Appendix 35Table of Contents 1. Business Overview 2. Investment Highlights 3. Financial Overview 4. Transaction Overview 5. Appendix 35

Rover Unlocks Latent Demand for Pet Care Services (1) (1) Overnight Daytime $3bn Unlock Opportunity $4bn $6bn $66bn Overnight Services Current Future Daytime Services Current Future % HH with Pets 67% 75% Total Dogs in U.S. Families (MM) 97 115 Total Households (MM) 126 135 Groomings / Year 3 .0 3.0 Total Pet Households (MM) 85 101 Price Per Grooming $50 $50 (1) Total Trip Nights / HH 11.4 1 3.9 % HH Addressable 40% 50% Total Addressable Nights (MM) 964 1,403 Total ($bn) $5.8 $8.7 Pets per Pet Household 2.0 2.0 Walks / Year 5 2.0 5 2.0 Cats and Dogs in U.S. Families (MM) 173 206 Price per Walk $20 $20 Price Per Pet $35 $35 % HH Addressable 4% 4% Total ($bn) $68.8 $100.2 Total ($bn) $4.0 $4.8 Overnight TAM $69 $100 Daytime TAM $10 $13 (2) $79bn Estimated U.S. TAM, Growing to $113bn Source: Packaged Facts, Euromonitor 1. Management estimates based on Packaged Facts and Euromonitor Additional market opportunity based on $ of households with pets, number of total households, number of trips nights per households, and price per pet 36 We estimate that leisure/non-business travel represents ~85-87% of our GBV. We also estimate that domestic travel represents ~90% of all trips taken 2. Management estimates based on Packaged Facts and Euromonitor. International opportunity in geographies where Rover currently operates estimated to be 30% of U.S. opportunityRover Unlocks Latent Demand for Pet Care Services (1) (1) Overnight Daytime $3bn Unlock Opportunity $4bn $6bn $66bn Overnight Services Current Future Daytime Services Current Future % HH with Pets 67% 75% Total Dogs in U.S. Families (MM) 97 115 Total Households (MM) 126 135 Groomings / Year 3 .0 3.0 Total Pet Households (MM) 85 101 Price Per Grooming $50 $50 (1) Total Trip Nights / HH 11.4 1 3.9 % HH Addressable 40% 50% Total Addressable Nights (MM) 964 1,403 Total ($bn) $5.8 $8.7 Pets per Pet Household 2.0 2.0 Walks / Year 5 2.0 5 2.0 Cats and Dogs in U.S. Families (MM) 173 206 Price per Walk $20 $20 Price Per Pet $35 $35 % HH Addressable 4% 4% Total ($bn) $68.8 $100.2 Total ($bn) $4.0 $4.8 Overnight TAM $69 $100 Daytime TAM $10 $13 (2) $79bn Estimated U.S. TAM, Growing to $113bn Source: Packaged Facts, Euromonitor 1. Management estimates based on Packaged Facts and Euromonitor Additional market opportunity based on $ of households with pets, number of total households, number of trips nights per households, and price per pet 36 We estimate that leisure/non-business travel represents ~85-87% of our GBV. We also estimate that domestic travel represents ~90% of all trips taken 2. Management estimates based on Packaged Facts and Euromonitor. International opportunity in geographies where Rover currently operates estimated to be 30% of U.S. opportunity

Opportunity for Continued M&A in Existing Markets Pet-Owning Households United States (1) ● All 50 States & Territories mm 85 (2) ● 96% of U.S. population covered ● Launched 2013 Canada (3) mm 7 ● All Provinces including Quebec serviced in English and French ● Entered in March 2017 with acquisition of DogVacay Europe ● 8 Countries: Great Britain, Spain, France, Norway, Sweden, Netherlands, (4) mm Italy, Germany 35 ● 8 Languages supported by operations team based in Barcelona ● Launched in London in 2Q18; entered additional geographies in mid-2019 (5) via acquisition of DogBuddy 1. APPA National Pet Owners Survey 2019-2020 2. Based on the zip codes with booked transactions on the platform as of September 2020 3. Management estimates based on Canadian Veterinary Journal and the Canadian census reports. 56% of 12.4mm Canadian households have pets 37 4. Management estimates based on Euromonitor and Statista. 35mm dog-owning households in 2019 within the green shaded countries, where Rover operates 5. Acquired DogBuddy in late 4Q18 and integrated in Q2’19Opportunity for Continued M&A in Existing Markets Pet-Owning Households United States (1) ● All 50 States & Territories mm 85 (2) ● 96% of U.S. population covered ● Launched 2013 Canada (3) mm 7 ● All Provinces including Quebec serviced in English and French ● Entered in March 2017 with acquisition of DogVacay Europe ● 8 Countries: Great Britain, Spain, France, Norway, Sweden, Netherlands, (4) mm Italy, Germany 35 ● 8 Languages supported by operations team based in Barcelona ● Launched in London in 2Q18; entered additional geographies in mid-2019 (5) via acquisition of DogBuddy 1. APPA National Pet Owners Survey 2019-2020 2. Based on the zip codes with booked transactions on the platform as of September 2020 3. Management estimates based on Canadian Veterinary Journal and the Canadian census reports. 56% of 12.4mm Canadian households have pets 37 4. Management estimates based on Euromonitor and Statista. 35mm dog-owning households in 2019 within the green shaded countries, where Rover operates 5. Acquired DogBuddy in late 4Q18 and integrated in Q2’19

Large Greenfield Opportunity in Rest of the World Europe Canada Rest of the World ● Near term international opportunity includes continued expansion through rest of Europe Japan ● Outside of Europe includes Australia and New Zealand ● Initial expansion in Asia begins with Japan United States Australia New Zealand Near Term Markets/ Existing Markets White Space Opportunities 38Large Greenfield Opportunity in Rest of the World Europe Canada Rest of the World ● Near term international opportunity includes continued expansion through rest of Europe Japan ● Outside of Europe includes Australia and New Zealand ● Initial expansion in Asia begins with Japan United States Australia New Zealand Near Term Markets/ Existing Markets White Space Opportunities 38

Pet Humanization and Premiumization Driving Spend Prioritization of Increasing Spend Increasing Spend on Recession Resilience Pet Needs per Pet Pet Services 32% of dog owners and While pet ownership in U.S. 26% increase in spend per U.S. 17% increase in pet spend 28% of cat owners would increased 2% per year (1) pet owning household on non- during the Great Recession prioritize their pets’ medical 2011-2018, overall spend on medical pet services, including compared to decreased spend needs over their own pets increased 7% per year over grooming, boarding, sitting, in other sectors the same period walking, and training from 2014-2019 Source: Packaged Facts – U.S. Pet Market Outlook, 2020-2021, American Pet Products Association 2005-2018, American Pet Products Association Survey 2019-2020, MarketWatch, Mauldin Economics 39 1. From 2008 to 2009Pet Humanization and Premiumization Driving Spend Prioritization of Increasing Spend Increasing Spend on Recession Resilience Pet Needs per Pet Pet Services 32% of dog owners and While pet ownership in U.S. 26% increase in spend per U.S. 17% increase in pet spend 28% of cat owners would increased 2% per year (1) pet owning household on non- during the Great Recession prioritize their pets’ medical 2011-2018, overall spend on medical pet services, including compared to decreased spend needs over their own pets increased 7% per year over grooming, boarding, sitting, in other sectors the same period walking, and training from 2014-2019 Source: Packaged Facts – U.S. Pet Market Outlook, 2020-2021, American Pet Products Association 2005-2018, American Pet Products Association Survey 2019-2020, MarketWatch, Mauldin Economics 39 1. From 2008 to 2009

Data Creates a Competitive Advantage… • 40mm all-time services booked • Matching • 9.9mm pet profiles • Marketing • 18.6mm search sessions in 2019 • Operations • >6.2mm requests matched with a provider in 2019 • Safety Features • >100 attributes analyzed from • Notifications each service request • 410mm messages • Advertising on Blog • 247mm blog articles • Adds Value to Partnerships • 92mm photos (5.5 per booking) • Opportunity to Monetize via • 2mm pet parents booked Future Products and Offerings • 500k pet care providers paid 40Data Creates a Competitive Advantage… • 40mm all-time services booked • Matching • 9.9mm pet profiles • Marketing • 18.6mm search sessions in 2019 • Operations • >6.2mm requests matched with a provider in 2019 • Safety Features • >100 attributes analyzed from • Notifications each service request • 410mm messages • Advertising on Blog • 247mm blog articles • Adds Value to Partnerships • 92mm photos (5.5 per booking) • Opportunity to Monetize via • 2mm pet parents booked Future Products and Offerings • 500k pet care providers paid 40

Cohort Retention Recovery All Service Lines Combined January Cohorts Only (for illustration purposes) 35% 30% 25% 20% 15% 10% 5% 0% 1 5 9 13 17 21 25 29 33 37 41 45 49 53 57 Tenure Month Jan '17 Jan '18 Jan '19 Jan '20 Jan '21 Jan '22 Jan '23 Normal Retention curve (no COVID impact) Note: Projections assume existing pet parents gradual return to normal cohort behavior from Q2'21 through Q1'22 41 Active user retention rate: Unique users with at least one booking in the month, divided by the original cohort size (the originating new active users) Active User Retention Rate*Cohort Retention Recovery All Service Lines Combined January Cohorts Only (for illustration purposes) 35% 30% 25% 20% 15% 10% 5% 0% 1 5 9 13 17 21 25 29 33 37 41 45 49 53 57 Tenure Month Jan '17 Jan '18 Jan '19 Jan '20 Jan '21 Jan '22 Jan '23 Normal Retention curve (no COVID impact) Note: Projections assume existing pet parents gradual return to normal cohort behavior from Q2'21 through Q1'22 41 Active user retention rate: Unique users with at least one booking in the month, divided by the original cohort size (the originating new active users) Active User Retention Rate*

Adjusted EBITDA Reconciliation Note: 2018A and 2019A full year metrics are audited; 9M Q3’19 and 9M Q3'20 are not audited 1. Stock-based compensation expense includes equity granted to employees as well as professional services to non-employees 2. Restructuring expense includes one-time expenses for severance-related and legal costs incurred during the implementation of our restructuring plan 42 3. Acquisition-related costs are one-time accounting, legal, consulting and travel related expenses incurred in connection with Business CombinationsAdjusted EBITDA Reconciliation Note: 2018A and 2019A full year metrics are audited; 9M Q3’19 and 9M Q3'20 are not audited 1. Stock-based compensation expense includes equity granted to employees as well as professional services to non-employees 2. Restructuring expense includes one-time expenses for severance-related and legal costs incurred during the implementation of our restructuring plan 42 3. Acquisition-related costs are one-time accounting, legal, consulting and travel related expenses incurred in connection with Business Combinations