Exhibit 10.10


  


WAG! GROUP CO. 2022 EMPLOYEE
STOCK PURCHASE PLAN


 


1. 
Purpose. The Company, by means of the Plan, seeks to retain the services of Eligible Employees of the Company and its Designated
Companies, to secure and retain the services of new employees and to provide incentives for such persons to exert maximum efforts for
the success of the Company and its Designated Corporations, in each case by offering such Eligible Employees the opportunity to acquire
a proprietary interest in the success of the Company, or to increase such interest, by acquiring shares of Common Stock.


 


The Company intends for
the Plan to have two components: a component that is intended to qualify as an “employee stock purchase plan” under Section
423 of the Code (the “423 Component”) and a component that is not intended to qualify as an “employee stock purchase
plan” under Section 423 of the Code (the “Non-423 Component”). The provisions of the 423 Component, accordingly, will
be construed so as to extend and limit Plan participation in a uniform and nondiscriminatory basis consistent with the requirements of
Section 423 of the Code. An option to purchase shares of Common Stock under the Non-423 Component will be granted pursuant to rules,
procedures, or sub-plans adopted by the Administrator designed to achieve tax, securities laws, or other objectives for Eligible Employees
and the Company. Except as otherwise provided herein, the Non-423 Component will operate and be administered in the same manner as the
423 Component.


 


2.  Definitions.


 


(a) 
“Administrator” means the Board or any Committee designated by the Board to administer the Plan pursuant to
Section 14.


 


(b) 
“Affiliate” means any entity, other than a Subsidiary, in which the Company has an equity or other ownership
interest.


 


(c) 
“Applicable Laws” means the requirements relating to the administration of equity-based awards, including but
not limited to the related issuance of shares of Common Stock, under U.S. state corporate laws, U.S. federal and state securities laws,
the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign
country or jurisdiction where options are, or will be, granted under the Plan.


 


(d) 
 “Board” means the Board of Directors of the Company.


     




(e) 
 “Change in Control” means the occurrence of any of the following events:




 


(i) 
A change in the ownership of the Company that occurs on the date that any one person, or more than one person acting as a group
(“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes
more than fifty percent (50%) of the total voting power of the stock of the Company; provided, however, that for purposes of this subsection
if the stockholders of the Company immediately before such change in ownership continue to retain immediately after the change in ownership,
in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately prior to the change
in ownership, direct or indirect beneficial ownership of fifty percent (50%) or more of the total voting power of the stock of the Company
or of the ultimate parent entity of the Company, such event shall not be considered a Change in Control under this subsection (i). For
this purpose, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting securities
of one or more corporations or other business entities which own the Company, as the case may be, either directly or through one or more
subsidiary corporations or other business entities;


 


(ii) 
A change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced
during any twelve (12) month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board
prior to the date of the appointment or election. For purposes of this subsection (ii), if any Person is considered to be in effective
control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control;
or


 






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(iii) 
A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires
(or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) assets
from the Company that have a total gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value
of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this
subsection (iii), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets:
(A) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (B) a transfer
of assets by the Company to: (1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect
to the Company’s stock, (2) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly
or indirectly, by the Company, (3) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting
power of all the outstanding stock of the Company, or (4) an entity, at least fifty percent (50%) of the total value or voting power
of which is owned, directly or indirectly, by a Person described in this subsection (iii)(B)(3). For purposes of this subsection (iii),
gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without
regard to any liabilities associated with such assets.


 


For purposes of this Section
2(e), persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation,
purchase or acquisition of stock, or similar business transaction with the Company.


 


Notwithstanding the foregoing,
a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning
of Section 409A.


 


Further and for the avoidance
of doubt, a transaction will not constitute a Change in Control if: (i) its primary purpose is to change the jurisdiction of the Company’s
incorporation, or (ii) its primary purpose is to create a holding company that will be owned in substantially the same proportions by
the persons who held the Company’s securities immediately before such transaction.


 


(f) 
“Code” means the U.S. Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code
or U.S. Treasury Regulation thereunder will include such section or regulation, any valid regulation or other official applicable guidance
promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding
such section or regulation.


 


(g) 
“Committee” means a committee of the Board appointed in accordance with Section 14 hereof.


 


(h)  “Common
Stock” means the Company’s common stock, $0.0001 par value per share.


 




(i)  “Company”
means Wag! Group Co., a Delaware corporation, or any successor thereto.


 




(j) 
“Compensation” includes an Eligible Employee’s taxable compensation except that it excludes severance,
imputed income, and equity compensation income and other similar compensation. The Administrator, in its discretion, may, on a uniform
and nondiscriminatory basis, establish a different definition of Compensation for a subsequent Offering Period. Further, the Administrator
shall have the discretion to determine the application of this definition to Participants outside the United States.


 


(k) 
“Contributions” means the payroll deductions and other additional payments that the Company may permit to be
made by a Participant to fund the exercise of options granted pursuant to the Plan.


 


(l) 
“Designated Company” means any Subsidiary or Affiliate of the Company that has been designated by the Administrator
from time to time in its sole discretion as eligible to participate in the Plan. For purposes of the 423 Component, only the Company
and its Subsidiaries may be Designated Companies, provided, however that at any given time, a Subsidiary that is a Designated Company
under the 423 Component will not be a Designated Company under the Non-423 Component.


 






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(m)  “Director”
means a member of the Board.




 


(n) 
“Eligible Employee” means any individual who is a common law employee providing services to the Company or
a Designated Company; provided, however, that the Administrator retains the discretion to determine which Eligible Employees may participate
in an Offering pursuant to and consistent with U.S. Treasury Regulation Sections 1.423-2(a) and (e). For purposes of the Plan, the employment
relationship will be treated as continuing intact while the individual is on sick leave or other leave of absence that the Employer approves
or is legally protected under Applicable Laws with respect to the Participant’s participation in the Plan. Where the period of
leave exceeds three (3) months and the individual’s right to reemployment is not guaranteed either by statute, contract or Applicable
Laws, the employment relationship will be deemed to have terminated three (3) months and one (1) day following the commencement of such
leave. The Administrator, in its discretion, from time to time may, prior to an Enrollment Date for all options to be granted on such
Enrollment Date in an Offering, determine (for each Offering under the 423 Component, on a uniform and nondiscriminatory basis or as
otherwise permitted by U.S. Treasury Regulation Section 1.423-2) that the definition of Eligible Employee will or will not include an
individual if he or she: (i) has not completed at least two (2) years of service since his or her last hire date (or such lesser period
of time as may be determined by the Administrator in its discretion), (ii) customarily works not more than twenty (20) hours per week
(or such lesser period of time as may be determined by the Administrator in its discretion), (iii) customarily works not more than five
(5) months per calendar year (or such lesser period of time as may be determined by the Administrator in its discretion), (iv) is a highly
compensated employee within the meaning of Section 414(q) of the Code, or (v) is a highly compensated employee within the meaning of
Section 414(q) of the Code with compensation above a certain level or is an officer or subject to the disclosure requirements of Section
16(a) of the Exchange Act, provided the exclusion is applied with respect to each Offering under the 423 Component in an identical manner
to all highly compensated individuals of the Employer whose employees are participating in that Offering. Each exclusion will be applied
with respect to an Offering in a manner complying with U.S. Treasury Regulation Section 1.423- 2(e)(2)(ii). Such exclusions may be applied
with respect to an Offering under the Non-423 Component if permitted under Applicable Laws and without regard to the limitations of U.S.
Treasury Regulation Section 1.423-2. For purposes of clarity, the term “Eligible Employee” shall not include any individual
performing services for the Company or a Designated Company under an independent contractor or consulting agreement, a purchase order,
a supplier agreement, or any other agreement that the Company or a Designated Company entered into for services, regardless of any subsequent
reclassification of that individual as an employee by the Company or a Designated Company, any governmental agency, or any court.


 


(o) “Employer”
means the employer of the applicable Eligible Employee(s).


 




(p) “Enrollment
Date” means the first Trading Day of an Offering Period.


 




(q) 
“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, including the rules and regulations
promulgated thereunder.


 


(r) 
“Exercise Date” means the last Trading Day of the Purchase Period. Notwithstanding the foregoing, in the event
that an Offering Period is terminated prior to its expiration pursuant to Section 20(a), the Administrator, in its sole discretion, may
determine that any Purchase Period also terminating under such Offering Period will terminate without options being exercised on the
Exercise Date that otherwise would have occurred on the last Trading Day of such Purchase Period.


 


(s) 
“Fair Market Value” means, as of any date, the value of a share of Common Stock determined as follows:


 


(i) 
The Fair Market Value will be the closing sales price for Common Stock on the day immediately preceding the relevant date, as
quoted on any established stock exchange or national market system (including without limitation the New York Stock Exchange, Nasdaq
Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market of The Nasdaq Stock Market) on which the Common Stock is
listed on the date of determination (or the closing bid, if no sales were reported), as reported in The Wall Street Journal or
such other source as the Administrator deems reliable. If the day immediately preceding the relevant date occurs on a non-Trading Day
(i.e., a weekend or holiday), the Fair Market Value will be such price on the immediately preceding Trading Day, unless otherwise determined
by the Administrator; or


 






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(ii) 
In the absence of an established market for the Common Stock, the Fair Market Value thereof will be determined in good faith by
the Administrator.


 


The determination of fair
market value for purposes of tax withholding may be made in the Administrator’s discretion subject to Applicable Laws and is not
required to be consistent with the determination of Fair Market Value for other purposes.


 


(t) 
“New Exercise Date” means a new Exercise Date if the Administrator shortens any Offering Period then in progress.


 


(u) 
“Offering” means an offer under the Plan of an option that may be exercised during an Offering Period as further
described in Section 4. For purposes of the Plan, the Administrator may designate separate Offerings under the Plan (the terms of which
need not be identical) in which Eligible Employees of one or more Employers will participate, even if the dates of the applicable Offering
Periods of each such Offering are identical and the provisions of the Plan will separately apply to each Offering. To the extent permitted
by U.S. Treasury Regulation Section 1.423-2(a)(1), the terms of each Offering need not be identical provided that the terms of the Plan
and an Offering together satisfy U.S. Treasury Regulation Section 1.423-2(a)(2) and (a)(3).


 


(v) 
“Offering Periods” means a period beginning on such date as may be determined by the Administrator in its discretion
and ending on such Exercise Date as may be determined by the Administrator in its discretion, in each case on a uniform and nondiscriminatory
basis. The duration and timing of Offering Periods may be changed pursuant to Sections 4, 20, and 30.


 


(w) 
“Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section
424(e) of the Code.


 


(x)  “Participant”
means an Eligible Employee that participates in the Plan.


 




(y) 
“Plan” means this Wag! Group Co. 2022 Employee Stock Purchase Plan, as may be amended from time to time.


 


(z) 
“Purchase Period” means the period, as determined by the Administrator in its discretion on a uniform and nondiscriminatory
basis, during an Offering Period that commences on the Offering Period’s Enrollment Date and ends on the next Exercise Date, except
that if the Administrator determines that more than one Purchase Period should occur within an Offering Period, subsequent Purchase Periods
within such Offering Period commence after one Exercise Date and end with the next Exercise Date at such time or times as the Administrator
determines prior to the commencement of the Offering Period.


 


(aa) “Purchase
Price” means an amount equal to eighty-five percent (85%) of the Fair Market Value on the Enrollment Date or on the Exercise
Date, whichever is lower; provided however, that the Purchase Price may be determined for subsequent Offering Periods by the Administrator
subject to compliance with Section 423 of the Code (or any successor rule or provision or any other Applicable Law, regulation or stock
exchange rule) or pursuant to Section 20.


 


(bb) “Section
409A” means Section 409A of the Code and the regulations and guidance thereunder, as may be amended or modified from time to
time.


 


(cc) “Subsidiary”
means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(1) of the Code.


 


(dd) “Trading
Day” means a day that the primary stock exchange (or national market system, or other trading platform, as applicable) upon
which the Common Stock is listed is open for trading.


 






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(ee) “U.S. Treasury
Regulations” means the Treasury Regulations of the Code. Reference to a specific Treasury Regulation or Section of the Code
shall include such Treasury Regulation or Section, any valid regulation promulgated under such Section, and any comparable provision
of any future legislation or regulation amending, supplementing, or superseding such Section or regulation.


 


3. Eligibility.




 


(a) 
Generally. Any Eligible Employee on a given Enrollment Date subsequent to the first Offering Period will be eligible to
participate in the Plan, subject to the requirements of Section 5.


 


(b) 
Non-U.S. Employees. Eligible Employees who are citizens or residents of a non-U.S. jurisdiction (without regard to whether
they also are citizens or residents of the United States or resident aliens (within the meaning of Section 7701(b)(1)(A) of the Code))
may be excluded from participation in the Plan or an Offering if the participation of such Eligible Employees is prohibited under the
laws of the applicable jurisdiction or if complying with the laws of the applicable jurisdiction would cause the Plan or an Offering
to violate Section 423 of the Code. In the case of the Non-423 Component, Eligible Employees may be excluded from participation in the
Plan or an Offering if the Administrator determines that participation of such Eligible Employees is not advisable or practicable.


 


(c) 
Limitations. Any provisions of the Plan to the contrary notwithstanding, no Eligible Employee will be granted an option
under the Plan (i) to the extent that, immediately after the grant, such Eligible Employee (or any other person whose stock would be
attributed to such Eligible Employee pursuant to Section 424(d) of the Code) would own capital stock of the Company or any Parent or
Subsidiary of the Company and/or hold outstanding options to purchase such stock possessing five percent (5%) or more of the total combined
voting power or value of all classes of the capital stock of the Company or of any Parent or Subsidiary of the Company, or (ii) to the
extent that his or her rights to purchase stock under all employee stock purchase plans (as defined in Section 423 of the Code) of the
Company or any Parent or Subsidiary of the Company accrues at a rate, which exceeds twenty-five thousand dollars ($25,000) worth of stock
(determined at the fair market value of the stock at the time such option is granted) for each calendar year in which such option is
outstanding at any time, as determined in accordance with Section 423 of the Code and the regulations thereunder.


 


4. 
Offering Periods. Offering Periods will expire on the earliest to occur of (i) the completion of the purchase of Shares
on the last Exercise Date occurring within twenty-seven (27) months of the applicable Enrollment Date on which the option to purchase
Shares was granted, or (ii) such shorter period as may be established by the Administrator from time to time, in its discretion and on
a uniform and nondiscriminatory basis, prior to an Enrollment Date for all options to be granted on such Enrollment Date.


 


5. Participation.
An Eligible Employee may participate in the Plan pursuant to Section 3 by (i) submitting to the Company’s stock administration
office (or its designee) a properly completed subscription agreement authorizing Contributions in the form provided by the Administrator
for such purpose or (ii) following an electronic or other enrollment procedure determined by the Administrator, in either case on or
before a date determined by the Administrator prior to an applicable Enrollment Date.


 


6. Contributions.




 


(a) 
At the time a Participant enrolls in the Plan pursuant to Section 5, he or she will elect to have Contributions (in the form of
payroll deductions or otherwise, to the extent permitted by the Administrator) made on each pay day during the Offering Period in an
amount that the Administrator may establish from time to time, in its discretion and, with respect to options granted under the 423 Component,
on a uniform and nondiscriminatory basis for all options to be granted on any Enrollment Date. The Administrator, in its sole discretion,
may permit all Participants in a specified Offering to contribute amounts to the Plan through payment by cash, check or other means set
forth in the subscription agreement or as determined by the Administrator prior to each Exercise Date of each Purchase Period. A Participant’s
subscription agreement will remain in effect for successive Offering Periods unless terminated as provided in Section 10 hereof.


 






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(b) 
In the event Contributions are made in the form of payroll deductions, then, unless otherwise determined by the Administrator,
such payroll deductions for a Participant will commence on the first pay day following the Enrollment Date and will end on the last day
of the calendar month immediately prior to the Exercise Date of such Purchase Period and any Contributions that otherwise would be made
prior to the Exercise Date but for the preceding clause, will instead be applied to the next Purchase Period of that Offering Period
(for illustrative purposes, should a pay day occur in the same month as, and prior to, the Exercise Date of a Purchase Period with respect
to which a Participant is able to exercise an option, that Participant may make no Contributions with respect to such pay day for the
Purchase Period ending on that Exercise Date, and instead, the Contributions will apply to the next Purchase Period in that Offering
Period), unless sooner terminated by the Participant as provided in Section 10 hereof; provided, further, that for the first Offering
Period, payroll deductions will commence on the first pay day on or following the Enrollment Date.


 


(c) 
All Contributions made for a Participant will be credited to his or her account under the Plan and Contributions will be made
in whole percentages of his or her Compensation only. A Participant may not make any additional payments into such account.


 


(d)
A Participant may discontinue his or her participation in the Plan as provided under Section 10.




 


(e)
Unless otherwise determined by the Administrator:


 




(i) 
During any Purchase Period, a Participant may not increase the rate of his or her Contributions and may only decrease the rate
of his or her Contributions one (1) time and such decrease may be to a Contribution rate of zero percent (0%); and


 


(ii) 
During any Offering Period, a Participant may increase or decrease the rate of his or her Contributions to become effective as
of the beginning of the next Purchase Period occurring in such Offering Period, provided that a Participant may not increase the rate
of his or her Contributions in excess of the rate of his or her Contributions in effect as of the Enrollment Date of the applicable Offering
Period.


 


(iii) 
Any increase or decrease in a Participant’s rate of Contributions requires the Participant to (1) properly complete and
submit to the Company’s stock administration office (or its designee) a new subscription agreement authorizing the change in Contribution
rate in the form provided by the Administrator for such purpose or (2) follow an electronic or other procedure prescribed by the Administrator,
in either case, on or before a date determined by the Administrator prior to an applicable Exercise Date or, with respect to increases
or decreases in a Participant’s rate of Contributions applicable to a future Offering Period, on or before the Enrollment Date
of such Offering Period. If a Participant has not followed such procedures to change the rate of Contributions, the rate of his or her
Contributions will continue at the originally elected rate throughout the Purchase Period and future Offering Periods and Purchase Periods
(unless the Participant’s participation is terminated as provided in Sections 10 or 11). The Administrator may, in its sole discretion,
amend the nature and/or number of Contribution rate changes that may be made by Participants during any Offering Period or Purchase Period
and may establish other conditions or limitations as it deems appropriate for Plan administration. Except as otherwise provided in this
subsection (e), any change in the rate of Contributions made pursuant to this Section 6(e) will be effective as of the first (1st) full
payroll period following five (5) business days after the date on which the change is made by the Participant (unless the Administrator,
in its sole discretion, elects to process a given change in payroll deduction rate more quickly).


 


(f) 
Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Sections 3(c), a Participant’s
Contributions may be decreased to zero percent (0%) at any time during a Purchase Period. Subject to Section 423(b)(8) of the Code and
Section 3(c) hereof, Contributions will recommence at the rate originally elected by the Participant effective as of the beginning of
the first Purchase Period scheduled to end in the following calendar year, unless terminated by the Participant as provided in Section
10.


 






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(g) 
Notwithstanding any provisions to the contrary in the Plan, the Administrator may allow Participants to participate in the Plan
via cash contributions instead of payroll deductions if (i) payroll deductions are not permitted or advisable under Applicable Laws,
(ii) the Administrator determines that cash contributions are permissible for Participants participating in the 423 Component and/or
(iii) the Participants are participating in the Non-423 Component.


 


(h) 
At the time the option is exercised, in whole or in part, or at the time some or all of the Common Stock issued under the Plan
is disposed of (or at any other time that a taxable event related to the Plan occurs), the Participant must make adequate provision for
the Company’s or Employer’s federal, state, local or any other tax liability payable to any authority including taxes imposed
by jurisdictions outside of the U.S., national insurance, social security or other tax withholding or payment on account obligations,
if any, which arise upon the exercise of the option or the disposition of the Common Stock (or any other time that a taxable event related
to the Plan occurs). At any time, the Company or the Employer may, but will not be obligated to, withhold from the Participant’s
compensation the amount necessary for the Company or the Employer to meet applicable withholding obligations, including any withholding
required to make available to the Company or the Employer any tax deductions or benefits attributable to the sale or early disposition
of Common Stock by the Eligible Employee. In addition, the Company or the Employer may, but will not be obligated to, withhold from the
proceeds of the sale of Common Stock or use any other method of withholding the Company or the Employer deems appropriate to the extent
permitted by U.S. Treasury Regulation Section 1.423- 2(f).


 


7. 
Grant of Option. On the Enrollment Date of each Offering Period, each Eligible Employee participating in such Offering
Period will be granted an option to purchase on each Exercise Date during such Offering Period (at the applicable Purchase Price) up
to a number of shares of Common Stock determined by dividing such Eligible Employee’s Contributions accumulated prior to such Exercise
Date and retained in the Eligible Employee’s account as of the Exercise Date by the applicable Purchase Price; provided that in
no event will an Eligible Employee be permitted to purchase during each Purchase Period more than a number of shares of Common Stock
determined by the Administrator prior to the applicable Offering Period (subject to any adjustment pursuant to Section 19) and provided
further that such purchase will be subject to the limitations set forth in Sections 3(c) and 13. The Eligible Employee may accept the
grant of such option (a) with respect to the first Offering Period by submitting a properly completed subscription agreement in accordance
with the requirements of Section 5 on or before the Enrollment Date, and (a)  
with respect to any subsequent Offering Period under the Plan, by electing to participate in the Plan in accordance with the requirements
of Section 5. The Administrator may, for future Offering Periods, increase or decrease, in its absolute discretion, the maximum number
of shares of Common Stock that an Eligible Employee may purchase during each Purchase Period. Exercise of the option will occur as provided
in Section 8, unless the Participant has withdrawn pursuant to Section 10. The option will expire on the last day of the Offering Period.


 


8. Exercise of Option.




 


(a) 
Unless a Participant withdraws from the Plan as provided in Section 10, his or her option for the purchase of shares of Common
Stock will be exercised automatically on each Exercise Date, and the maximum number of full shares of Common Stock subject to the option
will be purchased for such Participant at the applicable Purchase Price with the accumulated Contributions from his or her account. No
fractional shares of Common Stock will be purchased; any Contributions accumulated in a Participant’s account, which are not sufficient
to purchase a full share will be retained in the Participant’s account for the subsequent Purchase Period or Offering Period, subject
to earlier withdrawal by the Participant as provided in Section 10. Any other funds left over in a Participant’s account after
the Exercise Date will be returned to the Participant. During a Participant’s lifetime, a Participant’s option to purchase
shares of Common Stock hereunder is exercisable only by him or her.


 


(b) 
If the Administrator determines that, on a given Exercise Date, the number of shares of Common Stock with respect to which options
are to be exercised may exceed (i) the number of shares of Common Stock that were available for sale under the Plan on the Enrollment
Date of the applicable Offering Period, or (ii) the number of shares of Common Stock available for sale under the Plan on such Exercise
Date, the Administrator may in its sole discretion (x) provide that the Company will make a pro rata allocation of the shares of Common
Stock available for purchase on such Enrollment Date or Exercise Date, as applicable, in as uniform a manner as will be practicable and
as it will determine in its sole discretion to be equitable among all Participants exercising options to purchase Common Stock on such
Exercise Date, and continue all Offering Periods then in effect or (y) provide that the Company will make a pro rata allocation of the
shares of Common Stock available for purchase on such Enrollment Date or Exercise Date, as applicable, in as uniform a manner as will
be practicable and as it will determine in its sole discretion to be equitable among all participants exercising options to purchase
Common Stock on such Exercise Date, and terminate any or all Offering Periods then in effect pursuant to Section 20. The Company may
make a pro rata allocation of the shares of Common Stock available on the Enrollment Date of any applicable Offering Period pursuant
to the preceding sentence, notwithstanding any authorization of additional shares for issuance under the Plan by the Company’s
stockholders subsequent to such Enrollment Date.


 






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9. 
Delivery. As soon as reasonably practicable after each Exercise Date on which a purchase of shares of Common Stock occurs,
the Company will arrange the delivery to each Participant of the shares of Common Stock purchased upon exercise of his or her option
in a form determined by the Administrator (in its sole discretion) and pursuant to rules established by the Administrator. The Company
may permit or require that shares be deposited directly with a broker designated by the Company or to a designated agent of the Company,
and the Company may utilize electronic or automated methods of share transfer. The Company may require that shares of Common Stock be
retained with such broker or agent for a designated period of time and/or may establish other procedures to permit tracking of disqualifying
or other dispositions of such shares. No Participant will have any voting, dividend, or other stockholder rights with respect to shares
of Common Stock subject to any option granted under the Plan until such shares of Common Stock have been purchased and delivered to the
Participant as provided in this Section 9.


 


10. Withdrawal.




 


(a) 
A Participant may withdraw all but not less than all the Contributions credited to his or her account and not yet used to exercise
his or her option under the Plan at any time by (i) submitting to the Company’s stock administration office (or its designee) a
written notice of withdrawal in the form determined by the Administrator for such purpose, or (ii) following an electronic or other withdrawal
procedure determined by the Administrator. The Administrator may set forth a deadline of when a withdrawal must occur to be effective
prior to a given Exercise Date in accordance with policies it may approve from time to time. All of the Participant’s Contributions
credited to his or her account will be paid to such Participant as soon as administratively practicable after receipt of notice of withdrawal
and such Participant’s option for the Offering Period will be automatically terminated, and no further Contributions for the purchase
of shares of Common Stock will be made for such Offering Period. If a Participant withdraws from an Offering Period, Contributions will
not resume at the beginning of the succeeding Offering Period, unless the Participant re-enrolls in the Plan in accordance with the provisions
of Section 5.


 


(b) 
A Participant’s withdrawal from an Offering Period will not have any effect on his or her eligibility to participate in
any similar plan that may hereafter be adopted by the Company or in succeeding Offering Periods that commence after the termination of
the Offering Period from which the Participant withdraws.


 


11.  Termination
and Transfer of Employment. Upon a Participant’s ceasing to be an Eligible Employee, for any reason, he or she will be
deemed to have elected to withdraw from the Plan and the Contributions credited to such Participant’s account during the
Offering Period but not yet used to purchase shares of Common Stock under the Plan will be returned to such Participant or, in the
case of his or her death, to the person or persons entitled thereto under Section 15, and such Participant’s option will be
automatically terminated. Unless determined otherwise by the Administrator in a manner that, with respect to an Offering under the
423 Component, is permitted by, and compliant with, Code Section 423, a Participant whose employment transfers between entities
through a termination with an immediate rehire (with no break in service) by the Company or a Designated Company will not be treated
as terminated under the Plan. The Administrator may establish rules to govern transfers of employment among the Company and any
Designated Company, consistent with any applicable requirements of Section 423 of the Code and the terms of the Plan. In addition,
the Administrator may establish rules to govern transfers of employment among the Company and any Designated Company where such
companies are participating in separate Offerings under the Plan. However, if a Participant transfers from an Offering under the 423
Component to the Non-423 Component, the exercise of the option will be qualified under the 423 Component only to the extent it
complies with Section 423 of the Code; further, no Participant shall be deemed to switch from an Offering under the Non-423
Component to an Offering under the 423 Component or vice versa unless (and then only to the extent) such switch would not cause the
423 Component or any option thereunder to fail to comply with Code Section 423.


 






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12. 
Interest. No interest will accrue on the Contributions of a participant in the Plan, except as may be required by Applicable
Laws, as determined by the Company, and if so required by the laws of a particular jurisdiction, will apply to all Participants in the
relevant Offering under the 423 Component, except to the extent otherwise permitted by U.S. Treasury Regulation Section 1.423-2(f).


 


13. Stock.




 


(a) 
Subject to adjustment upon changes in capitalization of the Company as provided in Section 19 hereof, the maximum number of shares
of Common Stock that will be made available for sale under the Plan will be 6,378,729 shares of Common Stock (the “Share Reserve”).
The Share Reserve will be increased on January 1st of each year for a period of ten years commencing on January 1, 2023 and ending on
(and including) January 1, 2032, in an amount equal to ten percent (10%) of the outstanding Common Stock outstanding on December 31st
of the preceding calendar year. Notwithstanding the foregoing, the Board may act prior to the first day of any calendar year to provide
that there will be no January 1st increase in the Share Reserve for such calendar year.


 


(b) 
If any option for the purchase of shares of Common Stock granted under the Plan terminates without having been exercised in full,
the shares of Common Stock not purchased under such option will again become available for issuance under the Plan. The stock purchasable
under the Plan will be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Company on the
open market.


 


(c) 
Until the shares of Common Stock are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company), a Participant will have only the rights of an unsecured creditor with respect to such shares, and no
right to vote or receive dividends or any other rights as a stockholder will exist with respect to such shares.


 


(d) 
Shares of Common Stock to be delivered to a Participant under the Plan will be registered in the name of the Participant or, if
so required under Applicable Laws, in the name of the Participant and his or her spouse.


 


14. 
Administration. The Plan will be administered by the Board or a Committee appointed by the Board, which Committee will
be constituted to comply with Applicable Laws. The Administrator will have full and exclusive discretionary authority to construe, interpret
and apply the terms of the Plan, to delegate ministerial duties to any of the Company’s employees, to designate separate Offerings
under the Plan, to designate Subsidiaries and Affiliates as participating in the 423 Component or Non-423 Component, to determine eligibility,
to adjudicate all disputed claims filed under the Plan and to establish such procedures that it deems necessary or advisable for the
administration of the Plan (including, without limitation, to adopt such rules, procedures, sub-plans, and appendices to the subscription
agreement as are necessary or appropriate to permit the participation in the Plan by employees who are foreign nationals or employed
outside the U.S., the terms of which rules, procedures, sub-plans and appendices may take precedence over other provisions of this Plan,
with the exception of Section 13(a) hereof, but unless otherwise superseded by the terms of such rules, procedures, sub-plan or appendix,
the provisions of this Plan will govern the operation of such sub-plan or appendix). Unless otherwise determined by the Administrator,
the Eligible Employees eligible to participate in each sub-plan will participate in a separate Offering under the 423 Component, or if
the terms would not qualify under the 423 Component, in the Non-423 Component, in either case unless such designation would cause the
423 Component to violate the requirements of Section 423 of the Code. Without limiting the generality of the foregoing, the Administrator
is specifically authorized to adopt rules and procedures regarding eligibility to participate, the definition of Compensation, handling
of Contributions, making of Contributions to the Plan (including, without limitation, in forms other than payroll deductions), establishment
of bank or trust accounts to hold Contributions, payment of interest, conversion of local currency, obligations to pay payroll tax, determination
of beneficiary designation requirements, withholding procedures and handling of stock certificates that vary with applicable local requirements.
The Administrator also is authorized to determine that, to the extent permitted by U.S. Treasury Regulation Section 1.423-2(f), the terms
of an option granted under the Plan or an Offering to citizens or residents of a non-U.S. jurisdiction will be less favorable than the
terms of options granted under the Plan or the same Offering to employees resident solely in the U.S. Every finding, decision, and determination
made by the Administrator will, to the full extent permitted by law, be final and binding upon all parties.


 






    F-9 


     


    

 


15.  Designation
of Beneficiary.




 


(a) 
If permitted by the Administrator, a Participant may file a designation of a beneficiary who is to receive any shares of Common
Stock and cash, if any, from the Participant’s account under the Plan in the event of such Participant’s death subsequent
to an Exercise Date on which the option is exercised but prior to delivery to such Participant of such shares and cash. In addition,
if permitted by the Administrator, a Participant may file a designation of a beneficiary who is to receive any cash from the Participant’s
account under the Plan in the event of such Participant’s death prior to exercise of the option. If a Participant is married and
the designated beneficiary is not the spouse, spousal consent will be required for such designation to be effective.


 


(b) 
Such designation of beneficiary may be changed by the Participant at any time by notice in a form determined by the Administrator.
In the event of the death of a Participant and in the absence of a beneficiary validly designated under the Plan who is living at the
time of such Participant’s death, the Company will deliver such shares and/or cash to the executor or administrator of the estate
of the Participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its
discretion, may deliver such shares and/or cash to the spouse or to any one or more dependents or relatives of the Participant, or if
no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate.


 


(c) 
All beneficiary designations will be in such form and manner as the Administrator may designate from time to time. Notwithstanding
Sections 15(a) and (b) above, the Company and/or the Administrator may decide not to permit such designations by Participants in non-U.S.
jurisdictions to the extent permitted by U.S. Treasury Regulation Section 1.423-2(f).


 


16. 
Transferability. Neither Contributions credited to a Participant’s account nor any rights with regard to the exercise
of an option or to receive shares of Common Stock under the Plan may be assigned, transferred, pledged or otherwise disposed of in any
way (other than by will, the laws of descent and distribution or as provided in Section 15 hereof) by the Participant. Any such attempt
at assignment, transfer, pledge or other disposition will be without effect, except that the Company may treat such act as an election
to withdraw funds from an Offering Period in accordance with Section 10 hereof.


 


17. 
Use of Funds. The Company may use all Contributions received or held by it under the Plan for any corporate purpose, and
the Company will not be obligated to segregate such Contributions except under Offerings or for Participants in the Non-423 Component
for which Applicable Laws require that Contributions to the Plan by Participants be segregated from the Company’s general corporate
funds and/or deposited with an independent third party, provided that, if such segregation or deposit with an independent third party
is required by Applicable Laws, it will apply to all Participants in the relevant Offering under the 423 Component, except to the extent
otherwise permitted by U.S. Treasury Regulation Section 1.423- 2(f). Until shares of Common Stock are issued, Participants will have
only the rights of an unsecured creditor with respect to such shares.


 


18. 
Reports. Individual accounts will be maintained for each Participant in the Plan. Statements of account will be given to
participating Eligible Employees at least annually, which statements will set forth the amounts of Contributions, the Purchase Price,
the number of shares of Common Stock purchased and the remaining cash balance, if any.


 






    F-10 


     


    

 


19.  Adjustments,
Dissolution, Liquidation, Merger, or Change in Control.




 


(a) 
Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Common Stock, other securities,
or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination,
reclassification, repurchase, or exchange of Common Stock or other securities of the Company, or other change in the corporate structure
of the Company affecting the Common Stock occurs (other than any ordinary dividends or other ordinary distributions), the Administrator,
in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, will,
in such manner as it may deem equitable, adjust the number and class of Common Stock that may be delivered under the Plan, the Purchase
Price per share, the class and the number of shares of Common Stock covered by each option under the Plan that has not yet been exercised,
and the numerical limits of Sections 7 and 13.


 


(b) 
Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, any Offering Period
then in progress will be shortened by setting a New Exercise Date, and will terminate immediately prior to the consummation of such proposed
dissolution or liquidation, unless provided otherwise by the Administrator. The New Exercise Date will be before the date of the Company’s
proposed dissolution or liquidation. The Administrator will notify each Participant in writing or electronically, prior to the New Exercise
Date, that the Exercise Date for the Participant’s option has been changed to the New Exercise Date and that the Participant’s
option will be exercised automatically on the New Exercise Date, unless prior to such date the Participant has withdrawn from the Offering
Period as provided in Section 10 hereof.


 


(c) 
Merger or Change in Control. In the event of a merger or Change in Control, each outstanding option will be assumed or
an equivalent option substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that
the successor corporation refuses to assume or substitute for the option, the Offering Period with respect to which such option relates
will be shortened by setting a New Exercise Date on which such Offering Period will end. The New Exercise Date will occur before the
date of the Company’s proposed merger or Change in Control. The Administrator will notify each Participant in writing or electronically
prior to the New Exercise Date, that the Exercise Date for the Participant’s option has been changed to the New Exercise Date and
that the Participant’s option will be exercised automatically on the New Exercise Date, unless prior to such date the Participant
has withdrawn from the Offering Period as provided in Section 10 hereof.


 


20.  Amendment
or Termination.




 


(a) 
The Administrator, in its sole discretion, may amend, suspend, or terminate the Plan, or any part thereof, at any time and for
any reason. If the Plan is terminated, the Administrator, in its discretion, may elect to terminate all outstanding Offering Periods
either immediately or upon completion of the purchase of shares of Common Stock on the next Exercise Date (which may be sooner than originally
scheduled, if determined by the Administrator in its discretion), or may elect to permit Offering Periods to expire in accordance with
their terms (and subject to any adjustment pursuant to Section 19). If the Offering Periods are terminated prior to expiration, all amounts
then credited to Participants’ accounts that have not been used to purchase shares of Common Stock will be returned to the Participants
(without interest thereon, except as otherwise required under Applicable Laws, as further set forth in Section 12 hereof) as soon as
administratively practicable. The foregoing will not apply to the extent any amendment is subject to stockholder approval as required
under Section 423 of the Code.


 


(b) 
Without stockholder consent and without limiting Section 20(a), the Administrator will be entitled to change the Offering Periods
or Purchase Periods, designate separate Offerings, limit the frequency and/or number of changes in the amount withheld during an Offering
Period, establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, permit Contributions in excess
of the amount designated by a Participant in order to adjust for delays or mistakes in the Company’s processing of properly completed
Contribution elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that
amounts applied toward the purchase of Common Stock for each Participant properly correspond with Contribution amounts, and establish
such other limitations or procedures as the Administrator determines in its sole discretion advisable that are consistent with the Plan.


 






    F-11 


     


    

 


(c) 
 In the event the Administrator determines that the ongoing operation of the Plan may result in unfavorable financial accounting
consequences, the Administrator may, in its discretion and, to the extent necessary or desirable, modify, amend or terminate the Plan
to reduce or eliminate such accounting consequence including, but not limited to:


 


(i) 
amending the Plan to conform with the safe harbor definition under the Financial Accounting Standards Board Accounting Standards
Codification Topic 718 (or any successor thereto), including with respect to an Offering Period underway at the time;


 


(ii) 
altering the Purchase Price for any Offering Period or Purchase Period including an Offering Period or Purchase Period underway
at the time of the change in Purchase Price;


 


(iii) 
shortening any Offering Period or Purchase Period by setting a New Exercise Date, including an Offering Period or Purchase Period
underway at the time of the Administrator action;


 


(iv) 
reducing the maximum percentage of Compensation a Participant may elect to set aside as Contributions; and


 


(v) 
reducing the maximum number of shares of Common Stock a Participant may purchase during any Offering Period or Purchase Period.


 


Such modifications or amendments will not require stockholder approval or the consent of any Participants.


 


21. 
Notices. All notices or other communications by a Participant to the Company under or in connection with the Plan will
be deemed to have been duly given when received in the form and manner specified by the Company at the location, or by the person, designated
by the Company for the receipt thereof.


 


22. 
Conditions Upon Issuance of Shares. Shares of Common Stock will not be issued with respect to an option unless the exercise
of such option and the issuance and delivery of such shares of Common Stock pursuant thereto will comply with all applicable provisions
of law, domestic or foreign, including, without limitation, the U.S. Securities Act of 1933, as amended, the Exchange Act, the rules
and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares of Common Stock may then be
listed, and will be further subject to the approval of counsel for the Company with respect to such compliance.


 


As a condition to the
exercise of an option, the Company may require the person exercising such option to represent and warrant at the time of any such exercise
that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the
opinion of counsel for the Company, such a representation is required by any of the aforementioned applicable provisions of law.


 


23. 
Section 409A. The 423 Component of the Plan is intended to be exempt from the application of Section 409A, and, to the
extent not exempt, is intended to comply with Section 409A and any ambiguities herein will be interpreted to so be exempt from, or comply
with, Section 409A. In furtherance of the foregoing and notwithstanding any provision in the Plan to the contrary, if the Administrator
determines that an option granted under the Plan may be subject to Section 409A or that any provision in the Plan would cause an option
under the Plan to be subject to Section 409A, the Administrator may amend the terms of the Plan and/or of an outstanding option granted
under the Plan, or take such other action the Administrator determines is necessary or appropriate, in each case, without the Participant’s
consent, to exempt any outstanding option or future option that may be granted under the Plan from or to allow any such options to comply
with Section 409A, but only to the extent any such amendments or action by the Administrator would not violate Section 409A. Notwithstanding
the foregoing, the Company and any of its Parent or Subsidiaries shall have no obligation to reimburse, indemnify, or hold harmless a
Participant or any other party if the option to purchase Common Stock under the Plan that is intended to be exempt from or compliant
with Section 409A is not so exempt or compliant or for any action taken by the Administrator with respect thereto. The Company makes
no representation that the option to purchase Common Stock under the Plan is compliant with Section 409A.


 






    F-12 


     


    

 


24. 
Term of Plan. The Plan shall come into existence upon its adoption by the Board and shall become effective on the date
of the closing of the transactions contemplated by the Business Combination Agreement by and among CHW Acquisition Corporation, CHW Merger
Sub Inc., and Wag Labs, Inc., dated as of February 2, 2022, subject to the approval of the holders of capital stock of the Company as
provided in Section 25 hereof. It will continue in effect for a term of twenty (20) years, unless sooner terminated under Section 20.


 


25. 
Stockholder Approval. The Plan will be subject to approval by the stockholders of the Company within twelve (12) months
after the date the Plan is adopted by the Board. Such stockholder approval will be obtained in the manner and to the degree required
under Applicable Laws.


 


26. 
Governing Law. The Plan will be governed by, and construed in accordance with, the laws of the State of Delaware without
regard to its conflict of law principles.


 


27. 
No Right to Employment. Participation in the Plan by a Participant will not be construed as giving a Participant the right
to be retained as an employee of the Company or a Subsidiary or Affiliate, as applicable. Furthermore, the Company or a Subsidiary or
Affiliate may dismiss a Participant from employment at any time, free from any liability or any claim under the Plan.


 


28. 
Severability. If any provision of the Plan is or becomes or is deemed to be invalid, illegal, or unenforceable for any
reason in any jurisdiction or as to any Participant, such invalidity, illegality or unenforceability will not affect the remaining parts
of the Plan, and the Plan will be construed and enforced as to such jurisdiction or Participant as if the invalid, illegal or unenforceable
provision had not been included.


 


29.  Compliance with
Applicable Laws. The terms of this Plan are intended to comply with all Applicable Laws and will be construed accordingly.


 


30. 
Automatic Transfer to Low Price Offering Period. To the extent permitted by Applicable Laws, if the Fair Market Value on
any Exercise Date in an Offering Period is lower than the Fair Market Value on the Enrollment Date of such Offering Period, then all
Participants in such Offering Period automatically will be withdrawn from such Offering Period immediately after the exercise of their
option on such Exercise Date and automatically re-enrolled in the immediately following Offering Period as of the first day thereof.


 


***


 


As adopted by the Board
of Directors of Wag! Group Co. on July 9, 2022.


 


As approved by the stockholders
of Wag! Group Co. on July 9, 2022.


 








    F-13