Exhibit 10.2


 


AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT


 


THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
(this “Agreement”), dated as of August 9, 2022, is made and entered into by and among Wag! Group Co. (f/k/a
CHW Acquisition Corporation, a Cayman Islands exempted company), a Delaware corporation (the “Company”), CHW
Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed
under CHW Holders and Wag Holders on Schedule A hereto (each such party, together with the Sponsor, and any person or entity who
hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.11 of this Agreement, a “Holder”
and collectively the “Holders”). Except as otherwise stated, capitalized terms used but not otherwise defined
herein shall have the meanings provided in the Business Combination Agreement (as defined below).


 


RECITALS


 


WHEREAS, on August 30, 2021, CHW Acquisition
Corporation, a Cayman Islands exempted company (“CHW”), the Sponsor and certain other security holders named
therein (the “Existing Holders”) entered into that certain Registration Rights Agreement (the “Existing
Registration Rights Agreement”), pursuant to which CHW granted the Sponsor and such other Existing Holders certain registration
rights with respect to certain securities of CHW;


 


WHEREAS, on February 2, 2022, CHW,
CHW Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of CHW (“Merger Sub”), and Wag Labs, Inc.,
a Delaware corporation (“Wag”), entered into that certain Business Combination Agreement (the “Business
Combination Agreement”), pursuant to which, (a) on the Domestication Closing Date, CHW domesticated as a Delaware corporation
in accordance with Section 388 of the Delaware General Corporation Law and the Cayman Islands Companies Act (As Revised) (the “Domestication”);
and (b) on the Acquisition Closing Date, Merger Sub merged with and into Wag (the “Acquisition Merger,”
together with the Domestication, the “Business Combination”)), with Wag surviving the Acquisition Merger as
a wholly owned subsidiary of the Company;


 


WHEREAS, after the closing of the Business
Combination (the “Closing”), the Holders will own shares of the Company’s common stock, par value $0.0001
per share (the “Common Stock”), and the Sponsor will own warrants to purchase 4,238,636 shares of Common Stock
(the “Private Placement Warrants”); and


 


WHEREAS, the Company and the Existing Holders
desire to amend and restate the Existing Registration Rights Agreement, pursuant to which the Company shall grant the Holders certain
registration rights with respect to certain securities of the Company, as set forth in this Agreement.


 


NOW, THEREFORE, in consideration
of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:


 






     


     


    

 


ARTICLE I

DEFINITIONS


 


1.1            Definitions.
The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:


 


“Acquisition Merger”
shall have the meaning given in the Recitals hereto.


 


“Additional Holder” shall
have the meaning given in Section 5.11.


 


“Additional Holder Common Stock”
shall have the meaning given in Section 5.11.


 


“Adverse Disclosure”
shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive
Officer or Chief Financial Officer of the Company, after consultation with counsel to the Company, (a) would be required to be made
in (i) any Registration Statement in order for the applicable Registration Statement not to contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any
Prospectus in order for the applicable Prospectus not to include any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (b) would
not be required to be made at such time if the Registration Statement were not being filed, and (c) the Company has a bona fide business
purpose for not making such information public.


 


“Agreement” shall have
the meaning given in the Preamble.


 


“Block Trade” shall have
the meaning given to it in subsection 2.4.1.


 


“Board” shall mean the
board of directors of the Company.


 


“Business Combination”
shall have the meaning given in the Recitals hereto.


 


“Business Combination Agreement”
shall have the meaning given in the Recitals hereto.


 


“CHW” shall have the
meaning given in the Recitals hereto.


 


“CHW Holders” shall mean
the parties listed under CHW Holders on Schedule A hereto.


 


“Closing” shall have
the meaning given in the Recitals hereto.


 


“Commission” shall mean
the Securities and Exchange Commission.


 


“Common Stock” shall
have the meaning given in the Recitals hereto.


 


“Company” shall have
the meaning given in the Preamble.


 






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“Demanding Holder” shall
have the meaning given in subsection 2.1.5.


 


“Domestication” shall
have the meaning given in the Recitals hereto.


 


“Effectiveness Period”
shall have the meaning given in subsection 3.1.1 of this Agreement.


 


“Exchange Act” shall
mean the Securities Exchange Act of 1934, as it may be amended from time to time.


 


“Existing Holders” shall
have the meaning given in the Recitals hereto.


 


“Existing Registration Rights Agreement”
shall have the meaning given in the Recitals hereto.


 


“Financial Counterparty”
shall have the meaning given in subsection 2.4.1 of this Agreement.


 


“Holder Indemnified Persons”
shall have the meaning given in subsection 4.1.1 of this Agreement.


 


“Holder Information”
shall have the meaning given in subsection 4.1.2.


 


“Holders” shall have
the meaning given in the Preamble.


 


“Joinder” shall have
the meaning given in Section 5.11.


 


“Maximum Number of Securities”
shall have the meaning given in subsection 2.1.6 of this Agreement.


 


“Merger Sub” shall have
the meaning given in the Recitals hereto.


 


“Minimum Underwritten Offering Threshold”
shall have the meaning given in subsection 2.1.5.


 


“Misstatement” shall
mean, in the case of a Registration Statement, an untrue statement of a material fact or an omission to state a material fact required
to be stated therein, or necessary to make the statements therein not misleading, and in the case of a Prospectus, an untrue statement
of a material fact or an omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading.


 


“Other Coordinated Offering”
shall have the meaning given to it in subsection 2.4.1.


 


“Permitted Transferees”
shall mean any person or entity to whom a Holder is permitted to transfer Registrable Securities.


 


“Piggyback Registration”
shall have the meaning given in subsection 2.2.1 of this Agreement.


 






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“Private Placement Warrants”
shall have the meaning given in the Recitals hereto.


 


“Pro Rata” shall have
the meaning given in subsection 2.1.6 of this Agreement.


 


“Prospectus” shall mean
the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and
all post-effective amendments and including all material incorporated by reference in such prospectus.


 


“Registrable Security”
shall mean (a) the Private Placement Warrants (including any shares of Common Stock issued or issuable upon the exercise of any such
Private Placement Warrants), (b) any equity securities (including the shares of Common Stock issued or issuable upon the exercise
of any such equity security) of the Company issued or issuable upon conversion of any working capital loans in an amount up to $1,500,000
made to CHW by a Holder in accordance with the Business Combination Agreement, (c) any outstanding shares of Common Stock or any
other equity security (including the shares of Common Stock issued or issuable upon the exercise of any other equity security) of the
Company held by a Holder as of the date of this Agreement, (d) any Additional Holder Common Stock, (e) any shares of the Company
issued or to be issued to any Holders in connection with the Business Combination and (f) any other equity security of the Company
issued or issuable with respect to any such shares of Common Stock by way of a share capitalization or share sub-division or in connection
with a combination of shares, recapitalization, merger, consolidation or reorganization; provided, however, that, as to
any particular Registrable Securities, such securities shall cease to be Registrable Securities when: (A) a Registration Statement
with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold,
transferred, disposed of or exchanged in accordance with such Registration Statement; (B) such securities shall have been otherwise
transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Company
and subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such securities
shall have ceased to be outstanding; or (D) such securities may be sold without registration pursuant to Rule 144 and Rule 145
(as applicable) promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission) (but with no
volume or other restrictions or limitations).


 


“Registration” shall
mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements
of the Securities Act, and the applicable rules and regulations promulgated thereunder, and any such registration statement having
been declared effective by, or become effective pursuant to the rules promulgated by, the Commission.


 


“Registration Expenses”
shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:


 


(A)            all
registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.
and any national securities exchange on which the shares of Common Stock is then listed);


 






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(B)            fees
and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters
in connection with blue sky qualifications of Registrable Securities);


 


(C)            reasonable
printing, messenger, telephone and delivery expenses;


 


(D)            reasonable
fees and disbursements of counsel for the Company;


 


(E)            reasonable
fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration
or Underwritten Offering;


 


(F)            the
fees and expenses incurred in connection with the listing of any Registrable Securities on each national securities exchange on which
the shares of Common Stock is then listed;


 


(G)            the
fees and expenses incurred by the Company in connection with any Underwritten Offerings or other offering involving an Underwriter; and


 


(H)            reasonable
fees and expenses of one (1) legal counsel selected jointly by the majority-in-interest of Registrable Securities held by the Demanding
Holders initiating an Underwritten Demand, Block Trade or Other Coordinated Offering, the Requesting Holders participating in an Underwritten
Offering and the Holders participating in a Piggyback Registration, as applicable.


 


“Registration Statement”
shall mean any registration statement under the Securities Act that covers the Registrable Securities pursuant to the provisions of this
Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements
to such registration statement and all exhibits to and all material incorporated by reference in such registration statement.


 


“Requesting Holder” shall
have the meaning given in subsection 2.1.5 of this Agreement.


 


“Securities Act” shall
mean the Securities Act of 1933, as amended from time to time.


 


“Shelf Registration”
shall have the meaning given in subsection 2.1.1 of this Agreement.


 


“Sponsor” shall have
the meaning given in the Preamble.


 


“Subsequent Shelf Registration Statement”
shall have the meaning given in subsection 2.1.3.


 


“Transfer” shall mean
the (a) sale or assignment of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase
or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position
or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act with
respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash
or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).


 






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“Underwriter” shall mean
a securities dealer who purchases any Registrable Securities as principal or as broker, placement agent or sales agent pursuant to a Registration
and not as part of such dealer’s market-making activities.


 


“Underwritten Demand”
shall have the meaning given in subsection 2.1.5 of this Agreement.


 


“Underwritten Offering”
shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution
to the public.


 


“Wag Holders” shall mean
the parties listed under Wag Holders on Schedule A hereto.


 


“Withdrawal Notice” shall
have the meaning given in subsection 2.1.7.


 


ARTICLE II

REGISTRATIONS


 


2.1            Registration.


 


2.1.1            Shelf
Registration. The Company agrees that, within thirty (30) calendar days after the consummation of the Business Combination, the
Company will use its commercially reasonable efforts to file with the Commission (at the Company’s sole cost and expense) a Registration
Statement registering the resale or other disposition of the Registrable Securities (a “Shelf Registration”),
which Shelf Registration may include shares of Common Stock that may be issuable upon exercise of outstanding warrants, or shares that
may have been purchased in any private placement that was consummated at or prior to the Closing. Such Shelf Registration shall provide
for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available (the
 “Plan of Distribution”) to, and requested by, any Holder named therein.


 


2.1.2            Effective
Registration. The Company shall use its commercially reasonable efforts to cause such Registration Statement to become effective
by the Commission as soon as reasonably practicable after the initial filing of the Registration Statement. Subject to the limitations
contained in this Agreement, the Company shall effect any Shelf Registration on such appropriate registration form of the Commission (a) as
shall be selected by the Company and (b) as shall permit the resale or other disposition of the Registrable Securities by the Holders.
The Company shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable
after the filing thereof, but no later than the earlier of (i) the 60th calendar day (or 90th calendar day if the Commission
notifies the Company that it will “review” the Registration Statement) following the Closing and (ii) the 10th business
day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement
will not be “reviewed” or will not be subject to further review (such earlier date, the “Effective Date”).
If at any time a Registration Statement filed with the Commission pursuant to subsection 2.1.1 is effective and a Holder provides
written notice to the Company that it intends to effect an offering of all or part of the Registrable Securities included on such Registration
Statement, the Company will use its commercially reasonable efforts to amend or supplement such Registration Statement as may be necessary
in order to enable such offering to take place in accordance with the terms of this Agreement.


 






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2.1.3            Subsequent
Shelf Registration. If any Registration Statement ceases to be effective under the Securities Act for any reason at any time while
Registrable Securities are still outstanding, the Company shall, subject to Section 3.4, use its commercially reasonable efforts
to as promptly as is reasonably practicable cause such Registration Statement to again become effective under the Securities Act (including
using its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness of such Registration
Statement), and shall use its commercially reasonable efforts to as promptly as is reasonably practicable amend such Registration Statement
in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Registration Statement or
file an additional Registration Statement as a Shelf Registration (a “Subsequent Shelf Registration Statement”)
registering the resale of all Registrable Securities (determined as of two (2) business days prior to such filing), and pursuant
to the Plan of Distribution, and requested by, any Holder named therein. If a Subsequent Shelf Registration Statement is filed, the Company
shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration Statement to become effective under
the Securities Act as promptly as is reasonably practicable after the filing thereof (it being agreed that the Subsequent Shelf Registration
Statement shall be an automatic shelf registration statement (as defined in Rule 405 promulgated under the Securities Act) if the
Company is a well-known seasoned issuer (as defined in Rule 405 promulgated under the Securities Act) at the most recent applicable
eligibility determination date) and (ii) keep such Subsequent Shelf Registration Statement continuously effective, available for
use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of
the Securities Act until such time as there are no longer any Registrable Securities outstanding. Any such Subsequent Shelf Registration
Statement shall be a Registration Statement on Form S-3 to the extent that the Company is eligible to use such form. Otherwise, such
Subsequent Shelf Registration Statement shall be on another appropriate form. The Company’s obligation under this subsection
2.1.3, shall, for the avoidance of doubt, be subject to Section 3.4.


 


2.1.4            Additional
Registrable Securities. Subject to Section 3.4, in the event that any Holder holds Registrable Securities that are
not registered for resale on a delayed or continuous basis, the Company, upon written request of the Sponsor or a Holder, shall promptly
use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered, at the Company’s option,
by any then available Registration Statement (including by means of a post-effective amendment) or by filing a Subsequent Shelf Registration
Statement and cause the same to become effective as soon as practicable after such filing and such Registration Statement or Subsequent
Shelf Registration Statement shall be subject to the terms hereof; provided, however, that the Company shall only be required
to cause such Registrable Securities to be so covered twice per calendar year for each of the Sponsor and the Holders.


 






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2.1.5            Underwritten
Offering. Subject to the provisions of subsection 2.1.6 and Section 2.5 of this Agreement, the Sponsor, a Holder
or group of Holders (any of the Sponsor, Holder or group of Holders being in such case, a “Demanding Holder”)
may make a written demand for an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with
subsection 2.1.1 of this Agreement (an “Underwritten Demand”); provided, that the Company shall
only be obligated to effect an Underwritten Offering if such offering shall include Registrable Securities proposed to be sold by the
Demanding Holder, either individually or together with other Demanding Holders, with a total offering price reasonably expected to exceed,
in the aggregate, $10 million (the “Minimum Underwritten Offering Threshold”). The Demanding Holder shall have
the responsibility to engage an underwriter(s) (which shall consist of one (1) or more reputable nationally or regionally recognized
investment banks); provided that such selection shall be subject to the consent of the Company. The Company shall have no responsibility
for engaging any underwriter(s) for an Underwritten Offering. The Company shall, within five (5) business days of the Company’s
receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each Holder who thereafter requests to include
all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to such Underwritten Demand (each
such Holder, a “Requesting Holder”) shall so notify the Company, in writing, within two (2) days (one (1) day
if such offering is an overnight or bought Underwritten Offering) after the receipt by such Holder of the notice from the Company. Upon
receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled
to have their Registrable Securities included in such Underwritten Offering pursuant to such Underwritten Demand. In such event, the right
of any Holder or Requesting Holder to registration pursuant to this subsection 2.1.5, shall be conditioned upon such Holder’s
or Requesting Holder’s participation in such underwriting and the inclusion of such Holder’s or Requesting Holder’s
Registrable Securities in the underwriting to the extent provided herein. All such Holders or Requesting Holders proposing to distribute
their Registrable Securities through such Underwritten Offering under this subsection 2.1.5 shall enter into an underwriting agreement
in customary form with the Underwriter(s) selected for such Underwritten Offering by the Demanding Holders initiating such Underwritten
Offering. Notwithstanding the foregoing, the Company is not obligated to effect more than an aggregate of three (3) Underwritten
Offerings demanded by the Wag Holders and an aggregate of three (3) Underwritten Offerings demanded by the CHW Holders pursuant to
this subsection 2.1.5 and is not obligated to effect an Underwritten Offering pursuant to this subsection 2.1.5 within ninety
(90) days after the closing of an Underwritten Offering.


 


2.1.6            Reduction
of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Offering, pursuant to an Underwritten
Demand, in good faith, advises or advise the Company, the Demanding Holders, the Requesting Holders and other persons or entities holding
Registrable Securities or other equity securities of the Company that were requested to be included in such Underwritten Offering, taken
together with all other shares of Common Stock or other securities which the Company desires to sell and the shares of Common Stock or
other securities, if any, as to which registration has been requested pursuant to written contractual piggyback registration rights held
by other equity holders of the Company who desire to sell (if any) that the dollar amount or number of Registrable Securities or other
equity securities of the Company requested to be included in such Underwritten Offering exceeds the maximum dollar amount or maximum number
of equity securities of the Company that can be sold in the Underwritten Offering without adversely affecting the proposed offering price,
the timing, the distribution method or the probability of success of such offering (such maximum dollar amount or maximum number of such
securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten
Offering, as follows: (i) first, the Registrable Securities of the Demanding Holders (pro rata based on the respective number of
Registrable Securities that each Demanding Holder has requested be included in such Underwritten Offering, regardless of the number of
shares held by each such person and the aggregate number of Registrable Securities that the Demanding Holders have requested be included
in such Underwritten Offering (such proportion is referred to herein as “Pro Rata”)) that can be sold without
exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached
under the foregoing clause (i), the Registrable Securities of the Requesting Holders, Pro Rata, which can be sold without exceeding
the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the
foregoing clauses (i) and (ii), the shares of Common Stock or other equity securities of the Company that the Company
desires to sell and that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the
Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the shares
of Common Stock or other equity securities of the Company held by other persons or entities that the Company is obligated to include pursuant
to separate written contractual arrangements with such persons or entities and that can be sold without exceeding the Maximum Number of
Securities.


 






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2.1.7            Withdrawal.
Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used for marketing such Underwritten
Offering, a majority-in-interest of the Demanding Holders initiating an Underwritten Offering shall have the right to withdraw from such
Underwritten Offering for any or no reason whatsoever upon written notification (a “Withdrawal Notice”) to the
Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Underwritten Offering, prior to the public
announcement of the Underwritten Offering by the Company; provided that the Sponsor or a Holder may elect to have the Company continue
an Underwritten Offering if the Minimum Underwritten Offering Threshold would still be satisfied by the Registrable Securities proposed
to be sold in the Underwritten Offering by the Sponsor, the Holders or any of their respective Permitted Transferees, as applicable. If
withdrawn, a demand for an Underwritten Offering shall constitute a demand for an Underwritten Offering by the withdrawing Demanding Holder
for purposes of subsection 2.1.6, unless either (i) such Demanding Holder has not previously withdrawn any Underwritten Offering
or (ii) such Demanding Holder reimburses the Company for all Registration Expenses with respect to such Underwritten Offer (or, if
there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the respective number of Registrable
Securities that each Demanding Holder has requested be included in such Underwritten Offering); provided that, if the Sponsor or a Holder
elects to continue an Underwritten Offering pursuant to the proviso in the immediately preceding sentence, such Underwritten Offering
shall instead count as an Underwritten Offering demanded by the Sponsor or such Holder, as applicable, for purposes of subsection 2.1.6.
Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Holders that had
elected to participate in such Underwritten Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be
responsible for the Registration Expenses incurred in connection with an Underwritten Offering prior to its withdrawal under this subsection
2.1.7, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence
of this subsection 2.1.7.


 






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2.2            Piggyback
Registration.


 


2.2.1            Piggyback
Rights. Subject to the provisions of subsection 2.2.2 and Section 2.5 hereof, if, at any time on or after the
date the Company consummates a Business Combination, the Company proposes to consummate an Underwritten Offering for its own account or
for the account of stockholders of the Company, (i) filed pursuant to Section 2.2, or (ii) for an offering of debt that
is convertible into equity securities of the Company, then the Company shall give written notice of such proposed action to all of the
Holders as soon as practicable, which notice shall (x) describe the amount and type of securities to be included, the intended method(s) of
distribution and the name of the proposed managing Underwriter or Underwriters, if any, and (y) offer to all of the Holders the opportunity
to include such number of Registrable Securities as such Holders may request in writing within two (2) days (unless such offering
is an overnight or bought Underwritten Offering, then one (1) day), in each case after receipt of such written notice (such Registration
a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included
in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of
a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1
to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such
Piggyback Registration and to permit the resale or other disposition of such Registrable Securities in accordance with the intended method(s) of
distribution thereof. All such Holders proposing to include Registrable Securities in an Underwritten Offering under this subsection
2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering
by the Company.


 


2.2.2            Reduction
of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration,
in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that
the dollar amount or number of shares of equity securities of the Company that the Company desires to sell, taken together with (i) the
shares of equity securities of the Company, if any, as to which the Underwritten Offering has been demanded pursuant to separate written
contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable
Securities as to which a Piggyback Registration has been requested pursuant to Section 2.2 of this Agreement and (iii) the
shares of equity securities of the Company, if any, as to which inclusion in the Underwritten Offering has been requested pursuant to
separate written contractual piggyback registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities,
then:


 


(a)            If
the Underwritten Offering is undertaken for the Company’s account, the Company shall include in any such Underwritten Offering (A) first,
the shares of Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold without exceeding
the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the
foregoing clause (A), the Registrable Securities of Holders requesting a Piggyback Registration pursuant to subsection 2.2.1
of this Agreement, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that
the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common
Stock or other equity securities of the Company, if any, as to which inclusion in the Underwritten Offering has been requested pursuant
to written contractual piggyback registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum
Number of Securities;


 






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(b)            If
the Underwritten Offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company
shall include in any such Underwritten Offering (A) first, the shares of Common Stock or other equity securities of the Company,
if any, of such requesting persons or entities, other than the Holders, which can be sold without exceeding the Maximum Number of Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable
Securities of Holders requesting a Piggyback Registration pursuant to subsection 2.2.1 of this Agreement, Pro Rata, which can be
sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been
reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities of the Company
that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent
that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B), and (C), the shares
of Common Stock or other equity securities of the Company for the account of other persons or entities that the Company is obligated to
register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the
Maximum Number of Securities; or


 


(c)            If
the Underwritten Offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1 hereof,
then the Company shall include in any such Registration or registered offering securities in the priority set forth in subsection 2.1.6.


 


2.2.3            Piggyback
Registration Withdrawal. Any Holder of Registrable Securities (other than a Demanding Holder, whose right to withdraw from an
Underwritten Offering, and related obligations, shall be governed by subsection 2.1.7) shall have the right to withdraw from a
Piggyback Registration upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention
to withdraw from such Piggyback Registration prior to the commencement of the Underwritten Offering. Notwithstanding anything to the contrary
in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration
prior to its withdrawal under this subsection 2.2.3. The Company (whether on its own good faith determination or as a result of
a withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw an Underwritten Offering undertaken
for the Company’s account at any time prior to the effectiveness of such Registration Statement.


 


2.2.4            Unlimited
Piggyback Registration Rights. For purposes of clarity, subject to subsection 2.1.7, any Piggyback Registration or Underwritten
Offering effected pursuant to Section 2.2 of this Agreement shall not be counted as an Underwritten Offering pursuant to an
Underwritten Demand effected under Section 2.1 of this Agreement.


 






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2.3            Market
Stand-off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade or Other
Coordinated Offering), if requested by the managing Underwriters, each Holder of Registrable Securities in excess of five percent (5%)
of the outstanding Common Stock that participates and sells Registrable Securities in such Underwritten Offering (and for which it is
customary for such a Holder to agree to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities
of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company,
during the sixty (60)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such
offering, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written
consent. Each such Holder that participates and sells Registrable Securities in such Underwritten Offering agrees to execute a customary
lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such
Holders that execute a lock-up agreement).


 


2.4            Block
Trades and Other Coordinated Offerings.


 


2.4.1            Notwithstanding
any other provision of this Article II, but subject to Section 3.4, at any time and from time to time when an
effective Registration Statement is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered
offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”)
or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether
as agent or principal, (an “Other Coordinated Offering”), in each case, with a total offering price reasonably
expected to exceed, in the aggregate, either (x) $25 million or (y) all remaining Registrable Securities held by the Demanding
Holder, then if such Demanding Holder requires any assistance from the Company pursuant to this Section 2.4, such Holder shall
notify the Company of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering
is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade
or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing
to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any
Underwriters or brokers, sales agents or placement agents (each, a “Financial Counterparty”) (including by disclosing
the maximum number of Registrable Securities proposed to be the subject of such Block Trade or Other Coordinated Offering) prior to making
such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to
the Block Trade or Other Coordinated Offering.


 


2.4.2            Prior
to the filing of the applicable “red herring” prospectus or prospectus supplement used in connection with a Block Trade or
Other Coordinated Offering, a majority-in interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering
shall have the right to submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and Financial Counterparty
(if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary
in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated
Offering prior to its withdrawal under this subsection 2.4.2.


 






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2.4.3            Notwithstanding
anything to the contrary in this Agreement, Section 2.2 shall not apply to a Block Trade or Other Coordinated Offering initiated
by a Demanding Holder pursuant to Section 2.4 of this Agreement.


 


2.4.4            The
Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and Financial Counterparty
(if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized
investment banks).


 


2.4.5            A
Holder in the aggregate may demand no more than four (4) Block Trades or Other Coordinated Offerings pursuant to this Section 2.4
in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section 2.4
shall not be counted as a demand for an Underwritten Offering pursuant to subsection 2.1.5 hereof.


 


2.5            Restrictions
on Registration Rights. If (A) during the period starting with the date sixty (60) days prior to the Company’s good
faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Company
initiated Registration and provided that the Company has delivered written notice to the Holders prior to receipt of a Demand Registration
pursuant to subsection 2.2.1 and it continues to actively employ, in good faith, all reasonable efforts to cause the applicable Registration
Statement to become effective; (B) the Holders have requested an Underwritten Registration and the Company and the Holders are unable
to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in the good faith judgment of the Board such Underwritten
Offering would be seriously detrimental to the Company and the Board concludes as a result that it is essential to defer the undertaking
of such Underwritten Offering at such time, then in each case, as applicable, the Company shall furnish to such Holders a certificate
signed by the Chairman of the Board stating the applicable reason(s) set forth in Clauses (A) through (C) above underlying
the Company’s decision to defer the undertaking of such Underwritten Offering. In such event, the Company shall have the right to
defer such offering for a period of not more than sixty (60) days; provided, however, that the Company shall not defer its
obligations in this manner more than once in any twelve (12) month period.


 


ARTICLE III

COMPANY PROCEDURES


 


3.1            General
Procedures. In connection with effecting any Underwritten Offering, Block Trade, and/or Other Coordinated Offering, subject to
applicable law and any regulations promulgated by any securities exchange on which the Company’s equity securities are then listed,
each as interpreted by the Company with the advice of its counsel, the Company shall use its commercially reasonable efforts to effect
such Registration or Underwritten Offering to permit the resale or other disposition of such Registrable Securities in accordance with
the intended plan of distribution thereof (and including all manners of distribution in such Registration Statement as Holders may reasonably
request in connection with the filing of such Registration Statement and as permitted by law, including distribution of Registrable Securities
to a Holder’s members, securityholders or partners), and pursuant thereto the Company shall, as expeditiously as possible and to
the extent applicable:


 


3.1.1            prepare
and file with the Commission after the consummation of the Business Combination a Registration Statement with respect to such Registrable
Securities and use its reasonable best efforts to cause such Registration Statement to become effective in accordance with Section 2.1,
including filing a replacement Registration Statement, if necessary, and remain effective until all Registrable Securities covered by
such Registration Statement have been sold or are no longer outstanding (such period, the “Effectiveness Period”);


 






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3.1.2            prepare
and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the
Prospectus, (a) as may be reasonably requested by any Holder that holds at least five-percent (5%) of the Registrable Securities
registered on such Registration Statement, any Underwriter or the Sponsor (provided that at the time of such request, the Sponsor holds
at least 25% of the amount of outstanding shares of Common Stock of the Company that it held at the Closing), or (b) as may be required
by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and
regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement
are sold in accordance with the plan of distribution provided by the Holders and as set forth in such Registration Statement or supplement
to the Prospectus or are no longer outstanding;


 


3.1.3            prior
to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters,
if any, and the Holders of Registrable Securities included in such Registration or Underwritten Offering, and such Holders’ legal
counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in
each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus (including each preliminary
Prospectus) and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration or Underwritten
Offering or the legal counsel for any such Holders may reasonably request in order to facilitate the disposition of the Registrable Securities
owned by such Holders; provided that the Company will not have any obligation to provide any document pursuant to this subsection
3.1.3 that is available on the Commission’s EDGAR system;


 


3.1.4            prior
to any Underwritten Offering of Registrable Securities, use its commercially reasonable efforts to (i) register or qualify the Registrable
Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United
States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution)
may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification)
and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with
or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do
any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such
Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however,
that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required
to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it
is not then otherwise so subject;


 






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3.1.5            cause
all such Registrable Securities to be listed on each national securities exchange or automated quotation system on which similar securities
issued by the Company are then listed;


 


3.1.6            provide
a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of
such Registration Statement or Underwritten Offering;


 


3.1.7            advise
each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any
stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding
for such purpose and promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal
if such stop order should be issued;


 


3.1.8            during
the Effectiveness Period, furnish a conformed copy of each filing of any Registration Statement or Prospectus or any amendment or supplement
to such Registration Statement or Prospectus or any document that is to be incorporated by reference into such Registration Statement
or Prospectus, promptly after such filing of such documents with the Commission to each seller of such Registrable Securities or its counsel;
provided that the Company will not have any obligation to provide any document pursuant to this subsection 3.1.8 that is
available on the Commission’s EDGAR system;


 


3.1.9            notify
the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act,
of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes
a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 of this Agreement;


 


3.1.10            in
the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering, or sale by a Financial Counterparty pursuant to such
Registration, permit a representative of the Holders (such representative to be selected by a majority of the Holders), the Underwriters,
or other financial institutions facilitating such Underwritten Offering, Block Trade, Other Coordinated Offering or other sale pursuant
to such Registration, if any, and any attorney, consultant or accountant retained by such Holders or Underwriter to participate, at each
such person’s or entity’s own expense, in the preparation of the Registration Statement or the Prospectus, and cause the Company’s
officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, financial institution,
attorney, consultant or accountant in connection with the Registration; provided, however, that such representatives or
Underwriters or financial institutions agree to confidentiality arrangements in form and substance reasonably satisfactory to the Company,
prior to the release or disclosure of any such information;


 


3.1.11            obtain
a comfort letter from the Company’s independent registered public accountants in the event of an Underwritten Offering, a Block
Trade or sale by a Financial Counterparty pursuant to such Registration (subject to such Financial Counterparty providing such certification
or representation reasonably requested by the Company’s independent registered public accountants and the Company’s counsel),
in customary form and covering such matters of the type customarily covered by comfort letters as the managing Underwriter or other similar
type of sales agent or placement agent may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating
Holders;


 






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3.1.12            in
the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a Financial Counterparty pursuant to such
Registration, on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such
date, of counsel representing the Company for the purposes of such Registration, addressed to the participating Holders, the Financial
Counterparty, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such
opinion is being given as the participating Holders, Financial Counterparty or Underwriter may reasonably request and as are customarily
included in such opinions and negative assurance letters, and reasonably satisfactory to such participating Holders, Financial Counterparty
or Underwriter;


 


3.1.13            in
the event of an Underwritten Offering or a Block Trade, or an Other Coordinated Offering or sale by a Financial Counterparty pursuant
to such Registration to which the Company has consented, to the extent reasonably requested by such Financial Counterparty in order to
engage in such offering, allow the Financial Counterparty to conduct customary “underwriter’s due diligence” with respect
to the Company;


 


3.1.14            in
the event of any Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a Financial Counterparty pursuant to such
Registration, enter into and perform its obligations under an underwriting or other purchase or sales agreement, in usual and customary
form, with the managing Underwriter or the Financial Counterparty of such offering or sale;


 


3.1.15            make
available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12)
months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement
which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated
thereafter by the Commission);


 


3.1.16            with
respect to an Underwritten Offering pursuant to subsection 2.1.5 use its commercially reasonable efforts to make available senior
executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter
in any Underwritten Offering; and


 


3.1.17            otherwise,
in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the participating Holders,
consistent with the terms of this Agreement, in connection with such Registration.


 


Notwithstanding the foregoing, the Company shall not be required to
provide any documents or information to an Underwriter or Financial Counterparty if such Underwriter or Financial Counterparty has not
then been named with respect to the applicable Underwritten Offering or other offering involving a registration as an Underwriter or Financial
Counterparty, as applicable.


 






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3.2            Registration
Expenses. The Registration Expenses in respect of all Registrations shall be borne by the Company. It is acknowledged by the Holders
that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’
commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration
Expenses,” all fees and expenses of any legal counsel representing the Holders, in each case pro rata based on the number of Registrable
Securities that such Holders have sold in such Registration.


 


3.3            Requirements
for Participation in Underwritten Offerings. Notwithstanding anything in this Agreement to the contrary, if any Holder does not
provide the Company with its requested Holder Information within a reasonable amount of time after such request (and a minimum of five
(5) business days), the Company may exclude such Holder’s Registrable Securities from the applicable Registration Statement
or Prospectus if the Company determines, based on the advice of counsel, that such information is necessary to effect the registration
and such Holder continues thereafter to withhold such information. No person or entity may participate in any Underwritten Offering for
equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person or entity (i) agrees
to sell such person’s or entity’s securities on the basis provided in any underwriting arrangements approved by the Company
in the case of an Underwritten Offering initiated by the Company, and approved by the Demanding Holders in the case of an Underwritten
Offering initiated by the Demanding Holders and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities,
lock-up agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting
arrangements. Subject to the minimum thresholds set forth in Section 2.1.5 and 2.4, the exclusion of a Holder’s Registrable
Securities as a result of this Section 3.3 shall not affect the registration of the other Registrable Securities to be included in
such Registration. The Company will use its commercially reasonable efforts to ensure that the underwriting agreement related to such
Registration shall provide that any liability of a Holder to any Underwriter or other person pursuant to such underwriting agreement shall
be limited to liability (i) arising from a breach of such Holder’s representations and warranties thereto, (ii) will be
several, and not joint and several, and (iii) will be limited to the net proceeds (after deducting discounts and commission, but
not expenses) received by such Holder from the sale of such Holder’s Registrable Securities pursuant to such underwriting agreement.


 


3.4            Suspension
of Sales; Adverse Disclosure; Restrictions on Registration Rights.


 


3.4.1            Upon
receipt of written notice from the Company that a Registration Statement or Prospectus contains or includes a Misstatement, each of the
Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it has received copies of a supplemented or
amended Registration Statement or Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare
and file such supplement or amendment as soon as practicable after the time of such notice), or until he, she or it is advised in writing
by the Company that the use of the Registration Statement or Prospectus may be resumed.


 






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3.4.2            Subject
to subsection 3.4.4, if the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration
or Underwritten Offering at any time would (a) require the Company to make an Adverse Disclosure, (b) require the inclusion
in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control,
or (c) in the good faith judgment of the majority of the Board, be seriously detrimental to the Company and the majority of the Board
concludes as a result that it is essential to defer such filing, initial effectiveness or continued use at such time, the Company may,
upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such
Registration Statement for the shortest period of time determined in good faith by the Company to be necessary for such purpose. Notwithstanding
the foregoing, the Company may delay or suspend continued use of a Registration Statement or Prospectus in respect of a Registration or
Underwritten Offering in order to file and make effective a post-effective amendment to such Registration Statement in connection with
the filing of the Company’s Annual Report on Form 10-K, and such suspension shall not be subject to the provisions of subsection
3.4.4. In the event the Company exercises its rights under the preceding sentences in this Section 3.4, the Holders agree
to suspend, immediately upon their receipt of the notices referred to in this Section 3.4, their use of the Registration Statement
or Prospectus in connection with any resale or other disposition of Registrable Securities. The Company shall immediately notify the Holders
of the expiration of any period during which it exercised its rights under this Section 3.4.


 


3.4.3            Subject
to subsection 3.4.4, (a) during the period starting with the date thirty (30) days prior to the Company’s good faith
estimate of the date of the filing of, and ending on a date sixty (60) days after the effective date of, a Company-initiated Registration
and provided that the Company continues to actively employ, in good faith, all reasonable efforts to maintain the effectiveness
of the applicable Registration Statement, or (b) if, pursuant to subsection 2.1.5, Holders have requested an Underwritten
Offering and the Company and Holders are unable to obtain the commitment of underwriters to firmly underwrite such offering, the Company
may, upon giving prompt written notice of such action to the Holders, delay any other registered offering pursuant to subsection 2.1.5
or Section 2.4.


 


3.4.4            The
right to delay or suspend any filing, initial effectiveness or continued use of a Registration Statement pursuant to subsection 3.4.2
or a registered offering pursuant to subsection 3.4.3 shall be exercised by the Company on not more than two (2) occasions
and, in the aggregate, for not more than sixty (60) consecutive calendar days or more than one hundred-twenty (120) total calendar days
in each case, during any twelve (12)-month period.


 


3.5            Reporting
Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company
under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period)
all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act.
The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required
from time to time to enable such Holder to resell or otherwise dispose of shares of Registrable Securities held by such Holder without
registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities
Act (or any successor rule promulgated thereafter by the Commission), including providing any customary legal opinions. Upon the
request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it
has complied with such requirements.


 






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ARTICLE IV

INDEMNIFICATION AND CONTRIBUTION


 


4.1            Indemnification.


 


4.1.1            The
Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers, directors, employees,
advisors, agents, representatives, members and each person who controls such Holder (within the meaning of the Securities Act) (collectively,
the “Holder Indemnified Persons”) against all losses, claims, damages, liabilities and expenses (including reasonable
attorneys’ fees and inclusive of all reasonable attorneys’ fees arising out of the enforcement of each such persons’
rights under this Section 4.1) as incurred arising out of or resulting from any Misstatement or alleged Misstatement, except
insofar as the same are caused by or contained or included in any information furnished in writing to the Company by or on behalf of such
Holder Indemnified Person specifically for use therein.


 


4.1.2            In
connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to
the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration
Statement or Prospectus (the “Holder Information”) and, to the extent permitted by law, shall indemnify and
hold harmless the Company, its officers, directors, employees, advisors, agents, representatives and each person who controls the Company
(within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’
fees and inclusive of all reasonable attorneys’ fees arising out of the enforcement of each such persons’ rights under this
Section 4.1) resulting from any Misstatement or alleged Misstatement, but only to the extent that the same are made in reliance
on and in conformity with information relating to the Holder so furnished in writing to the Company by or on behalf of such Holder specifically
for use therein; provided, however, that the obligation to indemnify shall be several, not joint and several, among such
Holders of Registrable Securities, and in no event shall the liability of any selling Holder hereunder be greater in amount than the net
proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement giving rise to such indemnification
obligation.


 


4.1.3            Any
person or entity entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with
respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s
right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless
in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist
with respect to such claim or there may be reasonable defenses available to the indemnified party that are different from or additional
to those available to the indemnifying party, permit such indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any
settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party
who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than
one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any
indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect
to such claim. No indemnifying party shall, without the consent of the indemnified party, not to be unreasonably withheld or delayed,
consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and
such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement includes a statement or
admission of fault and culpability on the part of such indemnified party or which settlement does not include as an unconditional term
thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or
litigation.


 






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4.1.4            The
indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on
behalf of the indemnified party or any officer, director, employee, advisor, agent, representative, member or controlling person or entity
of such indemnified party and shall survive the transfer of securities. The Company and each Holder of Registrable Securities participating
in an offering also agrees to make such provisions as are reasonably requested by any indemnified party for contribution to such party
in the event the Company’s or such Holder’s indemnification is unavailable for any reason.


 


4.1.5            If
the indemnification provided under Section 4.1 of this Agreement is held by a court of competent jurisdiction to be unavailable
to an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying
party, in lieu of indemnifying the indemnified party, shall to the extent permitted by law contribute to the amount paid or payable by
the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect
the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative
fault of the indemnifying party and indemnified party shall be determined by a court of law by reference to, among other things, whether
the Misstatement or alleged Misstatement relates to information supplied by such indemnifying party or such indemnified party and the
indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct
or prevent such action; provided, however, that the liability of any Holder under this subsection 4.1.5 shall be
limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The amount paid or payable
by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set
forth in subsections 4.1.1, 4.1.2 and 4.1.3 of this Agreement, any reasonable legal or other fees, charges or expenses
reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just
and equitable if contribution pursuant to this subsection 4.1.5 were determined by pro rata allocation or by any other method of
allocation, which does not take account of the equitable considerations referred to in this subsection 4.1.5. No person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution
pursuant to this subsection 4.1.5 from any person who was not guilty of such fraudulent misrepresentation.


 






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ARTICLE V

MISCELLANEOUS


 


5.1            Notices.
Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed
to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or
by courier service or sent by overnight mail via a reputable overnight carrier, in each case providing evidence of delivery or (iii) transmission
by facsimile or email. Each notice or communication that is mailed, delivered or transmitted in the manner described above shall be deemed
sufficiently given, served, sent, and received, in the case of mailed notices, on the third (3rd) business day following the date on which
it is mailed, in the case of notices delivered by courier service, hand delivery, or overnight mail at such time as it is delivered to
the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation,
and in the case of notices delivered by facsimile or email, at such time as it is successfully transmitted to the addressee. Any notice
or communication under this Agreement must be addressed, if to the Company, to: Wag Labs, Inc., 55 Francisco Street, Suite 360,
San Francisco, CA 94133, Attention: General Counsel, or by email at: legal@wagwalking.com, or if to any Holder, to the address of such
Holder as it appears in the applicable register for the Registrable Securities or such other address as may be designated in writing by
such Holder (including on the signature pages hereto). Any party may change its address for notice at any time and from time to time
by written notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery of such
notice as provided in this Section 5.1.


 


5.2            Assignment;
No Third Party Beneficiaries.


 


5.2.1            This
Agreement and the rights, duties and obligations of the Company and the Holders of Registrable Securities, as the case may be, hereunder
may not be assigned or delegated by the Company or the Holders of such Registrable Securities, as the case may be, in whole or in part,
except in connection with a Transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee
agrees to become bound by the restrictions set forth in this Agreement.


 


5.2.2            This
Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors.


 


5.2.3            This
Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this
Agreement and Section 5.2 of this Agreement.


 


5.2.4            No
assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company
unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 of
this Agreement and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the
terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer
or assignment made other than as provided in this Section 5.2 shall be null and void.


 






    	 	21	 



     


    

 


5.3            Counterparts.
This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original,
and all of which together shall constitute the same instrument, but only one of which need be produced.


 





5.4            Adjustments.
If there are any changes in the Common Stock as a result of share split, share dividend, combination or reclassification, or through merger,
consolidation, recapitalization or other similar event, appropriate adjustment shall be made in the provisions of this Agreement, as may
be required, so that the rights, privileges, duties and obligations under this Agreement shall continue with respect to the Common Stock
as so changed.


 


5.5            Governing
Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY
AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW
YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION.


 


5.6            Trial
by Jury. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO
INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY
ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.


 


5.7            Amendments
and Modifications. Upon the written consent of (i) the Company, (ii) the Holders of at least a majority in interest
of the Registrable Securities held by the Holders at the time in question and (iii) the Sponsor (provided that at the time of such
consent, the Sponsor holds at least 25% of the amount of outstanding shares of Common Stock of the Company that it held at the Closing),
compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions,
covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing, (a) any
amendment hereto or waiver hereof that adversely affects any Holder, solely in his, her or its capacity as a holder of the shares of capital
stock of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of
each such Holder so affected and (b) any amendment or waiver hereof that adversely affects the rights expressly granted to the Sponsor
shall require the consent of the Sponsor. No course of dealing between any Holder or the Company and any other party hereto or any failure
or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of
any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a
party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.


 






    	 	22	 



     


    

 


5.8            Other
Registration Rights. The Company represents and warrants that no person, other than (a) a Holder, (b) the parties to
those certain Subscription Agreements, dated February 2, 2022, by and between the Company and certain investors and (c) holders
of the Company’s warrants pursuant to that certain Warrant Agreement, dated as of August 30, 2021, by and between the Company
and Continental Stock Transfer & Trust Company, has any right to require the Company to register any securities of the Company
for sale or to include such securities of the Company in any Registration filed by the Company for the sale of securities for its own
account or for the account of any other person. Further, the Company represents and warrants that this Agreement supersedes any other
registration rights agreement or agreement with similar terms and conditions and in the event of a conflict between any such agreement
or agreements and this Agreement, the terms of this Agreement shall prevail.


 


5.9            Term.
This Agreement shall terminate upon the earlier of (i) the fifth (5th) anniversary of the date of this Agreement and (ii) with
respect to any Holder, the date as of which such Holder ceases to hold any Registrable Securities. The provisions of Article IV
shall survive any termination.


 


5.10          Holder
Information. Each Holder agrees, if requested in writing, to represent to the Company the total number of Registrable Securities
held by such Holder in order for the Company to make determinations hereunder.


 


5.11          Additional
Holders; Joinder. In addition to persons or entities who may become Holders pursuant to Section 5.2 hereof, subject
to the prior written consent of each of the Sponsor (so long as the Sponsor holds at least 25% of the amount of outstanding shares of
Common Stock of the Company that it held at the Closing) and each Holder (in each case, so long as such Holder (other than the Sponsor)
and its affiliates hold, in the aggregate, at least five percent (5%) of the outstanding shares of Common Stock of the Company), the Company
may make any person or entity who acquires Common Stock or rights to acquire Common Stock after the date hereof a party to this Agreement
(each such person or entity, an “Additional Holder”) by obtaining an executed joinder to this Agreement from
such Additional Holder in the form of Exhibit A attached hereto (a “Joinder”). Such Joinder shall
specify the rights and obligations of the applicable Additional Holder under this Agreement. Upon the execution and delivery and subject
to the terms of a Joinder by such Additional Holder, the Common Stock of the Company then owned, or underlying any rights then owned,
by such Additional Holder (the “Additional Holder Common Stock”) shall be Registrable Securities to the extent
provided herein and therein and such Additional Holder shall be a Holder under this Agreement with respect to such Additional Holder Common
Stock.


 


5.12          Severability.
It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under the
laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this
Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision,
as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity
or enforceability of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding
the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction,
it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting
the validity or enforceability of such provision in any other jurisdiction.


 






    	 	23	 



     


    

 


5.13            Entire
Agreement; Restatement. This Agreement constitutes the full and entire agreement and understanding between the parties with respect
to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter. Upon the Closing,
the Existing Registration Rights Agreement shall no longer be of any force or effect.


 


[Signature pages follow.]


 






    	 	24	 



     


    

 


IN WITNESS WHEREOF, the undersigned have
caused this Agreement to be executed as of the date first written above.


 


	 	COMPANY: 
	 	 
	 	WAG! GROUP CO., a Delaware corporation 
	 	 
	 	By: 	                 
	 	Name: 	 
	 	Title: 	 


 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 






    	 	 	 



     


    

 


IN WITNESS WHEREOF, the undersigned have
caused this Agreement to be executed as of the date first written above.


 


	 	CHW HOLDERS
	 	 
	 	CHW ACQUISITION SPONSOR LLC
	 	By:	CHW Acquisition Founders LLC
	 	Its:	Sole Managing Member
	 	By:	MJG Partners LLC
	 	Its:	Managing Member
	 	 
	 	By:	 
	 	 	Name:	Mark Grundman
	 	 	Title:	Manager
	 	 
	 	CHARDAN CAPITAL MARKETS LLC
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 
	 	B. RILEY SECURITIES, INC.
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 
	 	BOOTHBAY FUND MANAGEMENT, LLC
	 	on behalf of Boothbay Absolute Return Strategies, 

LP and Boothbay Diversified Alpha Master Fund LP
	 	 
	 	By:	 
	 	 	Name:	Daniel Bloom
	 	 	Title:	CFO & CCO




 


[Signature Page to
Amended and Restated Registration Rights Agreement]


 






    	 	 	 



     


    

 


	 	CLADRIUS LTD.
	 	 
	 	By:	 
	 	 	Name:	Dennis Ruggere
	 	 	Title:	Managing Partner
	 	 
	 	CORBIN ERISA OPPORTUNITY FUND, LTD.
	 	by Corbin Capital Partners, L.P.
	 	as its Investment Manager
	 	 
	 	By:	 
	 	 	Name:	Daniel Friedman
	 	 	Title:	General Counsel
	 	 
	 	CORBIN OPPORTUNITY FUND, L.P.
	 	by Corbin Capital Partners, L.P.
	 	as its Investment Manager
	 	 
	 	By:	 
	 	 	Name:	Daniel Friedman
	 	 	Title:	General Counsel
	 	 
	 	PINEHURST PARTNERS, L.P.
	 	by Corbin Capital Partners, L.P.
	 	as its Investment Manager
	 	 
	 	By:	 
	 	 	Name:	Daniel Friedman
	 	 	Title:	General Counsel
	 	 
	 	GLAZER SPECIAL OPPORTUNITY FUND I, LP
	 	 
	 	By:	 
	 	 	Name:	Joseph Tonnos
	 	 	Title:	Associate Portfolio Manager




 


[Signature Page to
Amended and Restated Registration Rights Agreement]


 






    	 	 	 



     


    

 


	 	THE HGC FUND LP
	 	 
	 	By:	 
	 	 	Name:	Stuart Grant
	 	 	Title:	CCO/COO
	 	 
	 	THE K2 PRINCIPAL FUND L.P.
	 	by its General Partner, K2 Genpar LP
	 	by its General Partner, K2 Genpar 2017 Inc.
	 	 
	 	By:	 
	 	 	Name:	Daniel Gosselin
	 	 	Title:	Secretary of K2 Genpar 2017 Inc.
	 	 
	 	SEVERALLY AND NOT JOINTLY
	 	KEPOS ALPHA MASTER FUND L.P.
	 	By: Kepos Capital. L.P., its Investment Manager
	 	 
	 	By:	 
	 	 	Name:	Simon Raykher
	 	 	Title:	General Counsel
	 	 
	 	KEPOS SPECIAL OPPORTUNITIES MASTER FUND L.P.
	 	By: Kepos Capital. L.P., its Investment Manager
	 	 
	 	By:	 
	 	 	Name:	Simon Raykher
	 	 	Title:	General Counsel
	 	 
	 	METEORA CAPITAL PARTNERS, LP
	 	AND/OR ITS AFFILIATES
	 	 
	 	By:	 
	 	 	Name:	Joseph Tonnos
	 	 	Title:	Associate PM & Principal




 


[Signature Page to
Amended and Restated Registration Rights Agreement]


 






    	 	 	 



     


    

 


	 	MMCAP INTERNATIONAL INC. SPC
	 	 
	 	By:	 
	 	 	Name:	Matthew MacIsaac
	 	 	Title:	Secretary MM Asset Management Inc.,
	 	 	 	Investment Advisor to MMCAP
	 	 	 	International Inc. SPC
	 	 
	 	POLAR MULTI-STRATEGY MASTER FUND
	 	By its investment advisor
	 	Polar Asset Management Partners Inc.
	 	 
	 	By:	 
	 	 	Name:	Andrew Ma / Aatifa Ibrahim
	 	 	Title:	CCO / Legal Counsel
	 	 
	 	RADCLIFFE SPAC MASTER FUND, L.P.
	 	By Radcliffe Capital Management, L.P., its manager
	 	 
	 	By:	 
	 	 	Name:	Steven Katznelson
	 	 	Title:	Managing Member of RGC Management
	 	 	 	Company, LLC, its general Partner
	 	 
	 	RIVERNORTH CAPITAL
	 	MANAGEMENT, LLC, on behalf of
	 	certain investment funds it manages
	 	 
	 	By:	 
	 	 	Name:	Marcus L. Collins
	 	 	Title:	General Counsel & Chief Compliance Officer




 


[Signature Page to
Amended and Restated Registration Rights Agreement]


 






    	 	 	 



     


    

 


	 	SPACE SUMMIT OPPORTUNITY FUND I LLP
	 	 
	 	By:	 
	 	 	Name:	Keith Fleischmann
	 	 	Title:	Managing Member
	 	 
	 	TENOR OPPORTUNITY MASTER FUND, LTD.
	 	 
	 	By:	 
	 	 	Name:	Daniel Kochav
	 	 	Title:	Director




 


[Signature Page to Amended and Restated
Registration Rights Agreement]


 






    	 	 	 



     


    

 


IN WITNESS WHEREOF, the undersigned have
caused this Agreement to be executed as of the date first written above.


 


	 	WAG HOLDERS
	 	 
	 	GARRET SMALLWOOD
	 	 
	 	By:	 
	 	Name:	Garrett Smallwood
	 	Title:	Chief Executive Officer
	 	 
	 	ADAM STORM
	 	 
	 	By:	 
	 	Name:	Adam Storm
	 	Title:	President & Chief Product Officer
	 	 
	 	ALEC DAVIDIAN
	 	 
	 	By:	 
	 	Name:	Alec Davidian
	 	Title:	Chief Financial Officer
	 	 
	 	DYLAN ALLREAD
	 	 
	 	By:	 
	 	Name:	Dylan Allread
	 	Title:	Chief Operating Officer
	 	 
	 	MAZIER ARJOMAND
	 	 
	 	By:	 
	 	Name:	Mazier Arjomand
	 	Title:	Chief Technology Officer
	 	 
	 	NICHOLAS YU
	 	 
	 	By:	 
	 	Name:	Nicholas Yu
	 	Title:	Director of Legal




 


[Signature Page to Amended and Restated
Registration Rights Agreement]


 






    	 	 	 



     


    

 


	 	WAG HOLDERS
	 	 
	 	PATRICK MCCARTHY
	 	 
	 	By:	 
	 	Name:	Patrick McCarthy
	 	Title:	Chief Marketing Officer
	 	 
	 	DAVID CANE
	 	 
	 	By:	 
	 	Name:	David Cane
	 	Title:	Chief Customer Officer
	 	 
	 	JOCELYN MANGAN
	 	 
	 	By:	 
	 	Name:	Jocelyn Mangan
	 	Title:	Board Member
	 	 
	 	MELINDA CHELLIAH
	 	 
	 	By:	 
	 	Name:	Melinda Chelliah
	 	Title:	Board Member




 


[Signature Page to Amended and Restated
Registration Rights Agreement]


 






    	 	 	 



     


    

 


	 	WAG HOLDER
	 	 
	 	ALEX STONE
	 	 
	 	By:	 
	 	Name:	Alex Stone
	 	Title:	Chief Executive Officer – Compare Pet Insurance Services, Inc.




 


[Signature Page to Amended and Restated
Registration Rights Agreement]


 






    	 	 	 



     


    

 


	 	WAG HOLDER
	 	 
	 	GENERAL CATALYST GROUP VII, L.P.
	 	 
	 	By:	General Catalyst Partners VII L.P.
	 	 	its General Partner
	 	 
	 	By:	General Catalyst GP VII, LLC
	 	 	its General Partner
	 	 
	 	By:	
	 	Name:	Chris McCain
	 	Title:	Chief Legal Officer




 


[Signature Page to Amended and Restated
Registration Rights Agreement]


 






    	 	 	 



     


    

 


	 	WAG HOLDER
	 	 
	 	SHERPAVENTURES FUND II, LP
	 	 
	 	By:	SherpaVentures Fund II GP, LLC
	 	 
	 	By:	
	 	Name:	Brian Yee
	 	Title:	Partner




 


[Signature Page to Amended and Restated Registration Rights Agreement]


 






    	 	 	 



     


    

 


	 	WAG HOLDER
	 	 
	 	TENAYA CAPITAL VII, LP
	 	 
	 	By:	Tenaya Capital VII GP, LLC
	 	 	its General Partner
	 	 
	 	By:	
	 	Name:	Dorian A. Merritt
	 	Title:	Attorney-in-Fact




 


[Signature Page to Amended and Restated
Registration Rights Agreement]


 






    	 	 	 



     


    

 


	
    

    

    

    

    
	 	
    WAG HOLDERS

    

    

	 	 	 
	BATTERY VENTUES, XI-A, L.P.	 	BATTERY VENTURES XI-B SIDE FUND, L.P.
	 	 	 
	By:	Battery Partners XI, LLC	 	By:	Battery Partners XI Side Fund, LLC
	 	General Partner	 	 	General Partner
	 	 	 
	By:	                	 	By:	 
	Name: Roger Lee	 	Name: Roger Lee
	Title: Managing Member	 	Title: Managing Member
	 	 	 
	BATTERY VENTURES XI-B, L.P.	 	BATTERY INVESTMENT PARTNERS XI, LLC
	 	 	 
	By:	Battery Partners XI, LLC	 	By:	Battery Partners XI,LLC
	 	General Partner	 	 	Managing Member
	 	 	 
	By:	 	 	By:	                     
	Name: Roger Lee	 	Name: Roger Lee
	Title: Managing Member	 	Title: Managing Member
	 	 	 
	BATTERY VENTURES XI-A SIDE FUND, L.P.	 	 
	 	 	 
	By:	Battery Partners XI Side Fund, LLC	 	 
	 	General Partner	 	 
	 	 	 
	By:	 	 	 
	Name: Roger Lee	 	 
	Title: Managing Member	 	 


 


[Signature Page to Amended and Restated
Registration Rights Agreement]


 






    	 	 	 



     


    

 


SCHEDULE A


 


CHW Holders


 


CHW ACQUISITION SPONSOR LLC


 


CHARDAN CAPITAL MARKETS LLC


 


B. RILEY SECURITIES, INC.


 


BOOTHBAY FUND MANAGEMENT, LLC

on behalf of Boothbay Absolute Return Strategies, LP





and Boothbay Diversified Alpha Master Fund LP


 


CLADRIUS LTD.


 


CORBIN ERISA OPPORTUNITY FUND, LTD.


 


CORBIN OPPORTUNITY FUND, L.P.


 


PINEHURST PARTNERS, L.P.


 


GLAZER SPECIAL OPPORTUNITY FUND I, LP


 


THE HGC FUND LP


 


THE K2 PRINCIPAL FUND L.P.


 


KEPOS ALPHA MASTER FUND L.P.


 


KEPOS SPECIAL OPPORTUNITIES MASTER FUND L.P.


 


METEORA CAPITAL PARTNERS, LP


AND/OR ITS AFFILIATES


 


MMCAP INTERNATIONAL INC. SPC


 


POLAR MULTI-STRATEGY MASTER FUND


 


RADCLIFFE SPAC MASTER FUND, L.P.


 


RIVERNORTH CAPITAL

MANAGEMENT, LLC, on behalf of

certain investment funds it manages


 


SPACE SUMMIT OPPORTUNITY FUND I LLP


 


TENOR OPPORTUNITY MASTER FUND, LTD.


 


[Schedule A to Amended and Restated Registration
Rights Agreement]


 






    	 	 	 



     


    

 


Wag Holders


 


GARRETT SMALLWOOD


 


ADAM STORM


 


ALEC DAVIDIAN


 


DYLAN ALLREAD


 


MAZIER ARJOMAND


 


NICHOLAS YU


 


PATRICK MCCARTHY


 


DAVID CANE


 


JOCELYN MANGAN


 


MELINDA CHELLIAH


 


ALEX STONE


 


SHERPAVENTURES FUND II, LP


 


TENAYA CAPITAL VII, LP


 


GENERAL CATALYST GROUP VII, L.P.


 


BATTERY VENTURES XI-A, L.P.


 


BATTERY VENTURES XI-B, L.P.


 


BATTERY VENTURES XI-A SIDE FUND, L.P.


 


BATTERY VENTURES XI-B SIDE FUND, L.P.


 


BATTERY INVESTMENT PARTNERS XI, LLC


 


 


[Schedule A to Amended and Restated Registration
Rights Agreement]


 






    	 	 	 



     


    

 


EXHIBIT A

REGISTRATION RIGHTS AGREEMENT JOINDER


 


The undersigned is executing and delivering this
joinder (this “Joinder”) pursuant to the Amended and Restated Registration Rights Agreement, dated as of August 9,
2022 (as the same may hereafter be amended, the “Registration Rights Agreement”), among Wag! Group Co., a Delaware
corporation (the “Company”), and the other persons or entities named as parties therein. Capitalized terms used
but not otherwise defined herein shall have the meanings provided in the Registration Rights Agreement.


 


By executing and delivering this Joinder to the
Company, and upon acceptance hereof by the Company upon the execution of a counterpart hereof, the undersigned hereby agrees to become
a party to, to be bound by, and to comply with the Registration Rights Agreement as a Holder of Registrable Securities in the same manner
as if the undersigned were an original signatory to the Registration Rights Agreement, and the undersigned’s shares of Common Stock
shall be included as Registrable Securities under the Registration Rights Agreement to the extent provided therein; provided, however,
that the undersigned and its permitted assigns (if any) shall not have any rights as Holders, and the undersigned’s (and its transferees’)
shares of Common Stock shall not be included as Registrable Securities, for purposes of the Excluded Sections.


 


Accordingly, the undersigned has executed and delivered
this Joinder as of the __________ day of __________, 20__.


 


 


	 	 	Signature of Stockholder
	 	 
	 	 
	 	 	Print Name of Stockholder
	 	 
	 	 	Its:
	 	 
	 	Address:	 
	 	 
	 	 


 


	Agreed and Accepted as of	 
	___________,        20___	 
	 	 
	Wag! Group Co.	 
	 	 	 
	By:	                                  	 
	 	 	 
	Name:	 	 
	 	 	 
	Its: