Grove
disclaimer confidentiality and basis of presentation this presentation this presentation is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination between grove collaborative grove and virgin group acquisition corp and related transactions the potential business combination and for no other purpose by accepting 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 and grove this presentation and any information contained within it may not be i reproduced in whole or in part copied at any time used for any purpose other than your evaluation of grove or 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 the information in this presentation is highly confidential the distribution of this presentation by an authorized recipient to any other person is unauthorized any photocopying disclosure reproduction or alteration of the contents of this presentation and any forwarding of a copy of this presentation or any portion of this presentation to any person is prohibited the recipient of this presentation shall keep this presentation and its contents confidential and shall be required to return or destroy all copies of this presentation or portions thereof in its possession promptly following request for the return or destruction of such copies by accepting delivery of this presentation the recipient is deemed to agree to the foregoing confidentiality requirements this presentation and any oral statements made in connection with this presentation do not constitute an offer to sell or a solicitation of an offer to buy or a recommendation to purchase any securities in any jurisdiction 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 as amended for offers and sales of securities that do not involve a public offering and grove 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 industry and market data used in this presentation have been obtained from third party industry publications and sources as well as from research reports prepared for other purposes neither nor grove has independently verified the data obtained from these sources and cannot assure you of the data accuracy or completeness this data is subject to change recipients of this presentation are not to construe its contents or any prior or subsequent communications from or with grove or their respective affiliates or 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 grove or the potential business combination recipients of this presentation should each make their own evaluation of grove and of the relevance and adequacy of the information and should make such other investigations as they deem necessary to the extent permitted by law in no circumstances will grove or any of their respective 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 forward looking statements certain statements included in this presentation are not historical facts but are forward looking statements for purposes of the safe harbor provisions under the united states private securities litigation reform act of forward looking statements generally are accompanied by words such as believe may will estimate continue anticipate intend expect should would plan predict potential seem seek future outlook and similar expressions that predict or indicate future events or trends or that are not statements of historical matters but the absence of these words does not mean that a statement is not forward looking these forward looking statements include but are not limited to statements regarding estimates and forecasts of other financial and performance metrics and projections of market opportunity references with respect to the anticipated benefits of the potential business combination and the projected future financial performance of grove and grove operating companies following the potential business combination changes in the market for grove products and expansion plans and opportunities anticipated customer retention the sources and uses of cash of the potential business combination the anticipated capitalization and enterprise value of the combined company following the consummation of the potential business combination and expectations related to the terms and timing of the potential business combination these statements are based on various assumptions whether or not identified in this presentation and on the current expectations of grove management and are not predictions of actual performance these forward looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as a guarantee an assurance a prediction or a definitive statement of fact or probability actual events and circumstances are difficult or impossible to predict and will differ from assumptions many actual events and circumstances are beyond the control of grove these forward looking statements are subject to a number of risks and uncertainties including changes in domestic and foreign business market financial political and legal conditions the failure of the parties to enter into a definitive merger agreement or the termination thereof with respect to the potential business combination the inability of the parties to successfully or timely consummate the potential business combination including the risk that any required stockholder or 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 relating to the uncertainty of the projected financial information with respect to grove grove ability to successfully expand its business competition the uncertain effects of the covid i pandemic and those factors discussed in documents of filed or to be filed with the securities and exchange commission the 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 nor grove presently know or that and grove 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 and grove expectations plans or forecasts of future events and views as of the date of this presentation and grove anticipate that subsequent events and developments will cause and grove assessments to change however while and grove may elect to update these forward looking statements at some point in the future and grove specifically disclaim any obligation to do so these forward looking statements should not be relied upon as representing and grove assessments as of any date subsequent to the date of this presentation accordingly undue reliance should not be placed upon the forward looking statements use of data the data contained herein is derived from various internal and external sources 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 and grove assume no obligation to update the information in this presentation and grove own or have rights to various service marks and trade names that they use in connection with the operation of their respective businesses this presentation may also contain service marks trade names and copyrights of third parties which are the property of their respective owners the use or display of third parties service marks trade names or products in this presentation is not intended to and does not imply a relationship with or grove or an endorsement or sponsorship by or of or grove solely for convenience the service marks trade names and copyrights referred to in this presentation may appear without the or symbols but such references are not intended to indicate in any way that or grove will not assert to the extent under applicable law their rights or the right of the applicable licensor to these service marks trade names and copyrights | Grove
Company
Deck Type
Sector
Industry
Deck date
December 2021
Slide
2 of 59
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title can not go above this line basis of presentation subtitle below this line content below this line this presentation this presentation is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential investment in grove collaborative holdings grove the potential transaction and for no other purpose by accepting 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 grove this presentation and any information contained within it may not be used for any purpose other than your evaluation of grove 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 to sell or a solicitation of an offer to buy or a recommendation to purchase any securities in any jurisdiction 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 as amended for offers and sales of securities that do not involve a public offering grove reserves 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 industry and market data used in this presentation have been obtained from third party industry publications and sources as well as from research reports prepared for other purposes grove has not independently verified the data obtained from these sources and cannot assure you of the data accuracy or completeness this data is subject to change recipients of this presentation are not to construe its contents or any prior or subsequent communications from or with grove or its respective affiliates or 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 grove or the potential transaction recipients of this presentation should each make their own evaluation of grove and of the relevance and adequacy of the information and should make such other investigations as they deem necessary to the extent permitted by law in no circumstances will grove or any of its respective 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 forward looking statements certain statements included in this presentation are not historical facts but are forward looking statements for purposes of the safe harbor provisions under the united states private securities litigation reform act of forward looking statements generally are accompanied by words such as believe may will estimate continue anticipate intend expect should would plan predict potential seem seek future outlook and similar expressions that predict or indicate future events or trends or that are not statements of historical matters but the absence of these words does not mean that a statement is not forward looking these forward looking statements include but are not limited to statements regarding estimates and forecasts of other financial and performance metrics and projections of market opportunity references with respect to the anticipated benefits of the potential transaction and the projected future financial performance of grove and grove operating companies changes in the market for grove products and expansion plans and opportunities anticipated customer retention the sources and uses of cash of the potential transaction and expectations related to the terms and timing of the potential transaction these statements are based on various assumptions whether or not identified in this presentation and on the current expectations of grove management and are not predictions of actual performance these forward looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as a guarantee an assurance a prediction or a definitive statement of fact or probability actual events and circumstances are difficult or impossible to predict and will differ from assumptions many actual events and circumstances are beyond the control of grove these forward looking statements are subject to a number of risks and uncertainties including changes in domestic and foreign business market financial political and legal conditions failure to realize the anticipated benefits of the potential transaction risks relating to the uncertainty of the projected financial information with respect to grove grove ability to successfully expand its business competition the uncertain effects of the covid pandemic risks relating to growing inflation and rising interest rates and those factors discussed in documents of grove filed or to be filed with the securities and exchange commission the 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 grove does not presently know or that grove currently believes are immaterial that could also cause actual results to differ from those contained in the forward looking statements in addition forward looking statements reflect grove expectations plans or forecasts of future events and views as of the date of this presentation grove anticipates that subsequent events and developments will cause grove assessments to change however while grove may elect to update these forward looking statements at some point in the future grove specifically disclaims any obligation to do so these forward looking statements should not be relied upon as representing grove assessments as of any date subsequent to the date of this presentation accordingly undue reliance should not be placed upon the forward looking statements use of data the data contained herein is derived from various internal and external sources 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 grove assumes no obligation to update the information in this presentation content below this line notes start from here and grow up disclaimer | Grove
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disclaimer introduction this presentation together with oral statements made in connection herewith the presentation is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed business combination the business combination between clean transition corp and or the company the information contained herein does not purport to be all inclusive and none of the company nor any of their respective subsidiaries stockholders shareholders affiliates representatives control persons partners directors officers employees advisers or agents make any representation or warranty express or implied as to the accuracy completeness or reliability of the information contained in this presentation you should consult your own counsel and tax and financial advisors as to legal and related matters concerning the matters described herein and by accepting this presentation you confirm that you are not relying upon the information contained herein for any purpose or to make any decision to the extent permitted by law in no circumstances will the company or any of their respective subsidiaries stockholders shareholders affiliates representatives control persons 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 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 the company or the business combination use of data certain information contained in this presentation relates to or is based on studies publications surveys and the company own internal estimates and research in addition all of the market data included in this presentation involves a number of assumptions and limitations and there can be no guarantee as to the accuracy or reliability of such assumptions neither the company nor their representatives or affiliates assumes any responsibility for updating this presentation based on facts learned following its use finally while the company believes its internal research is reliable such research has not been verified by any independent source and none of or the company nor any of their respective affiliates nor any of its or their control persons officers directors employees or representatives make any representation or warranty with respect to the accuracy of such information forward looking statements certain statements in this presentation may be considered forward looking statements forward looking statements generally relate to future events or or the company future financial or other performance metrics for example and without limitation statements concerning the following include forward looking statements summary financial forecast projections of operating performance revenues gross margin expenses capital expenditures total cost of goods sold gross loss profit estimates and projections regarding future manufacturing capacity projections and estimates of market opportunity and market share future profitability the company business plan market acceptance of the company offerings the company ability to further attract retain and expand its customer base the company ability to timely and effectively scale its production and manufacturing processes the company ability to develop new products and services and bring them to market in a timely manner the company expectations concerning relationships with strategic partners suppliers and other third parties the company ability to maintain protect and enhance its intellectual property future acquisitions ventures or investments in companies or products services or technologies the company ability to attract and retain qualified employees continuation of favorable regulations and government incentives affecting the markets in which the company operates the proceeds of the business combination and the company expected cash runway and the potential effects of the business combination on and the company in some cases you can identify forward looking statements by terminology such as believe may will potentially estimate continue anticipate intend could would project target plan expect or the negatives of these terms or variations of them or similar terminology such forward looking statements are subject to risks uncertainties and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements these forward looking statements are based upon estimates and assumptions that while considered reasonable by and its management and the company and its management as the case may be are inherently uncertain and subject to material change new risks and uncertainties may emerge from time to time and it is not possible to predict all risks and uncertainties factors that may cause actual results to differ materially from current expectations include but are not limited to various factors beyond management control including general economic conditions and other risks uncertainties and factors set forth in the section entitled risk factors and cautionary note regarding forward looking statements in final prospectus relating to its initial public offering dated and other filings with the securities and exchange commission sec as well as factors associated with companies such as the company that are engaged in commercial electric vehicle technology including anticipated trends growth rates and challenges in those businesses and in the markets in which they operate conditions related to the global covid pandemic trends with respect to government funding for public transit the willingness of corporate and other public transportation providers 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statements set forth herein will be achieved or that any of the contemplated results of such forward looking statements will be achieved you should not place undue reliance on forward looking statements in this presentation which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein neither nor the company undertakes any duty to update these forward looking statements use of projections this presentation contains projected financial information with respect to such projected financial information constitutes forward looking information and is for illustrative purposes only and should not be relied upon as necessarily being indicative of future results the assumptions and estimates underlying such financial forecast information are inherently uncertain and are subject to a wide variety of significant business economic competitive and other risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information see forward looking statements paragraph above actual results may differ materially from the results contemplated by the financial forecast information contained in this presentation and the inclusion of such information in this presentation should not be regarded as a representation by any person that the results reflected in such forecasts will be achieved neither nor the company independent auditors have audited reviewed compiled or performed 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 in preparing and making certain forward looking statements contained in this presentation and made a number of economic market and operational assumptions notably statements regarding the company vision and summary financial forecast 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important information please read the following before continuing reading this presentation the presentation has been prepared by embracer group embracer or the company and is provided for information purposes only in connection with the acquisition and merger as applicable of group limited the gearbox entertainment company and media the transactions as disclosed in the company press releases dated by attending a meeting where this presentation is presented or by accessing information contained in or obtained from the presentation including by reading this presentation you agree to be bound by the following limitations and notifications this presentation may not be used for or in connection with any offer to or solicitation by any person in any jurisdiction or under any circumstances this presentation does not constitute or form part of and should not be constructed as any offer invitation solicitation or recommendation to purchase sell or subscribe for any securities in the company in any jurisdiction and does not constitute any form of commitment or recommendation on the part of the company or anyone else the presentation is intended to present background information on the transactions and is not intended to provide complete disclosure readers of the presentation should not treat the contents of this presentation as an advice relating to legal taxation investment or any other matters neither the presentation nor any part of it shall form the basis of or be relied upon in connection with any contract or commitment whatsoever this presentation is not a research report the company and its affiliates directors advisors employees and representatives disclaims any and all liability for direct and indirect consequences resulting from decisions which are wholly or partly based on information in the presentation the presentation does not constitute and should not be considered as any form of financial opinion or recommendation by the company or anyone else this presentation is not a prospectus in accordance with the prospectus regulation and has not been approved or reviewed by any governmental authority or stock exchange in any jurisdiction in the nor has the presentation been reviewed or approved by any other regulatory authority or stock exchange globally the distribution of the presentation in certain jurisdictions may be restricted by law and persons into whose possession the presentation comes should make themselves aware of the existence of and observe any such restriction the securities of the company have not been and will not be registered under the securities act as amended the securities act or under any of the relevant securities laws of any state or other jurisdiction of the united states and the company does not intend to make a public offer of its securities in the united states certain information contained herein has been obtained from published sources prepared by other parties that the company has deemed to be relevant and trustworthy moreover certain information in the presentation is based on assumptions estimates and other factors that were available to the company at the time of when the information was prepared such assumptions estimates or other factors either made by the company or by third parties may prove to be or become incorrect thus rendering the information in the presentation to be inaccurate incomplete or incorrect no representation or warranty express or implied is made by the company or any of its affiliates directors advisors employees and representatives as to the accuracy completeness or verification of any information contained in this presentation the company has not made any independent review of information based on public statistics or information from an independent third party regarding the market information that has been provided by such third party the industry or general publications financial information contained in the presentation is not necessarily directly extracted from the company accounting systems or records no information in the presentation has been independently reviewed or verified by the company auditors unless explicitly stated otherwise in addition certain financial information may be preliminary and has yet not been finalized be forward looking or subject to review audit from the company auditors accordingly such preliminary financial information may change furthermore certain financial information in this presentation has been prepared for illustrative purposes only and is solely intended to describe the hypothetical situation of if the acquired companies were part of embracer for the periods referred to in the presentation statements in this presentation including those regarding the company and its industry possible or assumed future the company business strategies its expansion and growth of operations future events objectives trend projections and expectations or other performance of the company or its industry constitute forward looking statements by their nature forward looking statements involve known and unknown risks contingencies uncertainties assumptions and other factors as they relate to events and depend on circumstances that will or may occur in the future whether or not outside the control of the company no assurance is given that such forward looking statements will prove to be correct prospective investors should not place undue reliance on forward looking statements and they speak only as at the date of this presentation past performance does not guarantee or predict future performance moreover the company does not undertakes any obligation to review update or confirm expectations or estimates or to release any revisions to any forward looking statements to reflect events that occur or circumstances that arise in relation to the content of this presentation unless required by law or first north growth market for issuers the company and its affiliates directors advisors employees and 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