CERTIFICATE OF DOMESTICATION OF
VIRGIN GROUP ACQUISITION CORP. II AS A PUBLIC BENEFIT CORPORATION
Pursuant to Section 388 of the General Corporation Law of the State of Delaware
Virgin Group Acquisition Corp. II, a Cayman Islands exempted company limited by its shares (the “Corporation”), which intends to
domesticate as a Delaware public benefit corporation pursuant to this Certificate of Domestication, does hereby certify to the following facts relating to the domestication of the Corporation in the State of Delaware:
1. The Corporation was originally incorporated on the 13th day of January, 2021 under the
laws of the Cayman Islands.
2. The name of the Corporation immediately prior to the filing of this Certificate of Domestication is Virgin
Group Acquisition Corp. II.
3. The name of the Corporation as set forth in the Certificate of Incorporation is Grove Collaborative
Holdings, Inc.
4. The jurisdiction that constituted the seat, siege social or principal place of business or central administration of the
Corporation immediately prior to the filing of this Certificate of Domestication is the Cayman Islands.
5. The domestication has been
approved in the manner provided for by the document, instrument, agreement or other writing, as the case may be, governing the internal affairs of the Corporation and the conduct of its business or by applicable
non-Delaware law, as appropriate.
6. The specific public benefit purpose of the Corporation is to
promote development, promotion and distribution of consumer products as a positive force for human and environmental health globally.
[Signature Page Follows]
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| State of Delaware |
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| Secretary of State |
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| Division of Corporations |
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| Delivered 06:16 PM 06/15/2022 |
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| FILED 06:16 PM 06/15/2022 |
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| SR 20222739355 - File Number 6860351 |
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