Exhibit 10.7


 


WARRANT AGREEMENT


 


THIS WARRANT AGREEMENT (this “Agreement”),
dated as of August 9, 2022, is by and between Wag! Group Co., a Delaware company (the “Company”), and Vstock Transfer,
LLC, a New York limited liability company, as warrant agent (the “Warrant Agent” or also referred to herein as the “Transfer
Agent”).


 


WHEREAS, Wag Labs, Inc., a Delaware corporation
(“Wag!”), CHW Acquisition Corporation, a Cayman Islands exempted company (“CHW”), and CHW Merger Sub Inc., a
Delaware corporation (“Merger Sub”) completed a business combination (the “Business Combination”), whereby Merger
Sub merged with and into Wag! (the “Acquisition Merger”), with Wag! being the surviving entity in the Acquisition Merger
(the “Merger”); and


 


WHEREAS, in connection with
the Business Combination, CHW domesticated into a Delaware corporation and was renamed “Wag! Group Co.” with Wag! as a directly
wholly owned subsidiary of the Company; and


 


WHEREAS, in connection with the Business Combination,
the Company entered into an agreement with Blue Torch Capital LP (“Blue Torch”), pursuant to which Blue Torch is entitled
to receive warrants to acquire shares of common stock of the Company, par value $0.0001 per share (“Common Stock”), representing
5.0% of the issued and outstanding shares of the Company, with an exercise price equal to $11.50 per share (the “Warrants”),
upon consummation of the Financing Agreement, dated the date hereof, by and among CHW Acquisition Corporation, as Parent, CHW Merger Sub, Inc.
(to be merged with and into Wag Labs, Inc.), as Borrower, the Guarantors party thereto, certain Lenders from time to time party thereto,
and Blue Torch Finance, LLC, as Administrative Agent and Collateral Agent; and


 


WHEREAS, Blue Torch shall receive 1,896,177 Warrants
of the issued and outstanding shares of the Company’s Common Stock, bearing the legend set forth in Exhibit B hereto; and


 


WHEREAS, the Company desires the Warrant Agent
to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer,
exchange, redemption and exercise of the Warrants; and


 


WHEREAS, the Company desires to provide for the
form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of
rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and


 


WHEREAS, all acts and things have been done and
performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant
Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this
Agreement.


 


NOW, THEREFORE, in consideration of the mutual
agreements herein contained, the parties hereto agree as follows:


 


1.              Appointment
of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant
Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.


 


		2.	Representations, Warranties, and Covenants.



 


2.1            The Company represents and warrants that it
is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation, with all requisite power and
authority to issue and enter into this Agreement and to perform its obligations hereunder. The Company represents and warrants that all
corporate actions, approvals, and consents on the part of the Company, its officers, directors, and equityholders, and any third party
necessary for the sale and issuance of the Warrants and the Warrant Shares (as defined below) have been taken, including the reservation
of sufficient Warrant Shares.


 






     


     


    

 


2.2           The
Company represents and warrants that this Agreement does not (A) violate any material provision of applicable law or the organizational
documents of the Company, (B) conflict with, result in a breach of, or constitute (with the giving of any notice, the passage of
time, or both) a default under any material agreement to which the Company is a party or (C) result in or require the creation or
imposition of any lien upon any assets of the Company.


 


2.3           The
Company covenants that at all times during the Exercise Period (as defined below) it shall ensure that there will be reserved for issuance
such number of shares as is necessary for exercise in full of the Warrants. All Warrant Shares issued pursuant to the exercise of the
Warrants will, upon their issuance, be validly issued and outstanding, fully paid and nonassessable, free and clear of all liens and other
encumbrances or restrictions on sale, and free and clear of all preemptive rights, and such Warrant Shares will be issued free from all
taxes, liens, and charges with respect to the issuance thereof.


 


2.4           The
Company will not register the issuance of and shall not require the issuance of Warrants to be registered under the Securities Act of
1933, as amended (the “Securities Act”).


 


2.5           Neither
the Company nor any of its subsidiaries has been a United States real property holding corporation within the meaning of Section 897(c)(2) of
the Internal Revenue Code of 1986, as amended (the “Code”) during the applicable period specified in Section 897(c)(1)(A)(ii) of
the Code.


 


3.             Warrants.


 


3.1           Number
of Shares. Each Registered Holder (as defined below) is entitled, upon the terms and subject to the conditions set forth herein, to
acquire from the Company, in whole or in part, such number of duly authorized, validly issued, fully paid and nonassessable shares of
Common Stock (the “Warrant Shares”) as set forth opposite such Registered Holder’s name on Schedule 1 hereto. The number
of Warrant Shares are subject to adjustment as provided in Section 5 hereof, and all references to “Common Stock” and
 “Warrant Shares” herein shall be deemed to include any such adjustment or series of adjustments.


 


3.2           Form of
Warrant. Each Warrant shall be issued in registered form only, and, if a physical certificate is issued, shall be in substantially
the form of Exhibit A hereto, the provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature
of, the Chairman of the Board, President, a Co-Chief Executive Officer, Chief Financial Officer, Secretary or other principal officer
of the Company. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity
in which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased
to be such at the date of issuance.


 


3.3           Effect
of Countersignature. If a physical certificate is issued, unless and until countersigned by the Warrant Agent pursuant to this Agreement,
a Warrant certificate shall be invalid and of no effect and may not be exercised by the holder thereof.


 


		3.4	Registration.



 


3.4.1        Warrant
Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance and
the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the
Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered
to the Warrant Agent by the Company.


 


Upon the written request of any holder, the Company
shall instruct the Warrant Agent to deliver to the holder definitive certificates in physical form evidencing such Warrants (“Definitive
Warrant Certificate”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit A, with appropriate
insertions, modifications and omissions, as provided above.


 


3.4.2        Registered
Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat
the person in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”) as the absolute owner
of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on a Definitive Warrant
Certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes,
and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 






     


     


    

 


4.             Terms
and Exercise of Warrants.


 


4.1           Warrant
Price. Each Warrant shall entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this Agreement,
to purchase from the Company the number of shares of Common Stock stated therein, at the price of $11.50 per whole share, subject to the
adjustments provided in Section 5 hereof and in the last sentence of this Section 4.1. The term “Warrant Price”
as used in this Agreement shall mean the price per share at which shares of Common Stock may be purchased at the time a Warrant is exercised.
The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period
of not less than twenty (20) Business Days, provided, that the Company shall provide at least twenty (20) days prior written notice of
such reduction to Registered Holders of the Warrants and, provided further that any such reduction shall be identical among all of the
Warrants.


 


4.2           Duration
of Warrants. A whole Warrant may be exercised only during the period (the “Exercise Period”) commencing on the date of
this Agreement and will terminate on the earliest to occur of: (i) the date that is ten (10) years after completion of the Merger,
and (ii) liquidation of the Company, and (iii) redemption of the Warrants (the “Expiration Date”); provided, however,
that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 4.3.2 below
with respect to an effective registration statement. Each outstanding Warrant not exercised on or before the Expiration Date shall become
void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m. New York City time
on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided,
that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants
and, provided further that any such extension shall be identical in duration among all the Warrants.


 


		4.3	Exercise of Warrants.



 


4.3.1        Payment.
Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering
to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised,
(ii) an election to purchase (“Election to Purchase”) shares of Common Stock pursuant to the exercise of a Warrant,
properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate, and (iii) payment
in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes
due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such
shares of Common Stock, as follows:


 


		(a)	in lawful money of the United States, in good certified check or good bank draft payable to the order
of the Warrant Agent or by wire transfer;



 


		(b)	in the event the Registered Holder elects to exercise such Warrants on a “cashless basis,” by surrendering the Warrants
for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common
Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”, as defined in this subsection 4.3.1(b),
over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this subsection 4.3.1(b), the “Fair Market Value”
shall mean the average last sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to
the date on which the notice of exercise is sent by the Registered Holder.



 






     


     


    

 


4.3.2        Issuance
of Common Stock on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of
the Warrant Price (if payment is pursuant to subsection 4.3.1(a)), the Company shall issue to the Registered Holder of such Warrant a
book-entry position or certificate, as applicable, for the number of full shares of Common Stock to which he, she or it is entitled,
registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new
book-entry position or countersigned Warrant, as applicable, for the number of shares of Common Stock as to which such Warrant shall
not have been exercised. Subject to Section 5.6, a registered holder of Warrants may exercise its Warrants only for a whole number
of shares of Common Stock (i.e., only an even number of Warrants may be exercised at any given time by a registered holder). Notwithstanding
the foregoing, the Company shall not be obligated to issue any share of Common Stock pursuant to the exercise of a Warrant and shall
have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the shares
of Common Stock underlying the Warrants is then effective and a prospectus relating thereto is current. No Warrant shall be exercisable
and the Company shall not be obligated to issue shares of Common Stock upon exercise of a Warrant unless the Common Stock issuable upon
such Warrant exercise have been registered, qualified or deemed to be exempt from registration or qualification under the securities
laws of the state of residence of the Registered Holder of the Warrants. In the event that the conditions in the two immediately preceding
sentences are not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant and
such Warrant may have no value and expire worthless. The Registered Holder may elect to settle the Warrant on a “cashless basis”
pursuant to subsection 4.3.1(b).


 


4.3.3        Valid
Issuance. All shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement, the Certificate
of Incorporation and the bylaws of the Company shall be validly issued, fully paid and non-assessable.


 


4.3.4         Date
of Issuance. Upon proper exercise of a Warrant, the Company shall instruct the Warrant Agent, in writing, to make the necessary entries
in the register of members of the Company in respect of the shares of Common Stock and to issue a certificate if requested by the holder
of such Warrant. Each person in whose name any book-entry position in the register of members of the Company or certificate, as applicable,
for shares of Common Stock is issued shall for all purposes be deemed to have become the holder of record of such shares of Common Stock
on the date on which the Warrant, or book-entry position in the register of members of the Company representing such Warrant, was surrendered
and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate in the case of a certificated Warrant,
except that, if the date of such surrender and payment is a date when the register of members or share transfer books of the Company or
book-entry system of the Warrant Agent are closed, such person shall be deemed to have become the holder of such shares of Common Stock
at the close of business on the next succeeding date on which the register of members, share transfer books or book-entry system are open.


 


4.3.5        Maximum
Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions
contained in this subsection 4.3.5; however, no holder of a Warrant shall be subject to this subsection 4.3.5 unless he, she or it
makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s
Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise,
such person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in
excess of 9.8% (or such other amount as a holder may specify) (the “Maximum Percentage”) of the shares of Common Stock
issued and outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate
number of shares of Common Stock beneficially owned by such person and its affiliates shall include the number of shares of Common
Stock issuable upon exercise of the Warrant with respect to which the determination of such sentence is being made, but shall
exclude shares of Common Stock that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant
beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted portion
of any other securities of the Company beneficially owned by such person and its affiliates (including, without limitation, any
convertible notes or convertible preferred shares or warrants) subject to a limitation on conversion or exercise analogous to the
limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership
shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the
 “Exchange Act”). For purposes of the Warrant, in determining the number of issued and outstanding shares of Common
Stock, the holder may rely on the number of issued and outstanding shares of Common Stock as reflected in (1) the
Company’s most recent annual report on Form 10-K, quarterly report on Form 10-Q, current report on Form 8-K or
other public filing with the Commission as the case may be, (2) a more recent public announcement by the Company or
(3) any other notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock issued and
outstanding. For any reason at any time, upon the written request of the holder of the Warrant, the Company shall, within two
(2) Business Days, confirm orally and in writing to such holder the number of shares of Common Stock then issued and
outstanding. In any case, the number of issued and outstanding shares of Common Stock shall be determined after giving effect to the
conversion or exercise of equity securities of the Company by the holder and its affiliates since the date as of which such number
of issued and outstanding shares of Common Stock was reported. By written notice to the Company, the holder of a Warrant may from
time to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified in such notice;
provided, however, that any such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to
the Company.


 






     


     


    

 


5.              Adjustments.


 


 5.1           Share Capitalizations.




 


5.1.1        Split-Ups.
If after the date hereof, and subject to the provisions of Section 5.6 below, the number of issued and outstanding shares of Common
Stock is increased by a capitalization of Common Stock, or by a split of Common Stock or other similar event, then, on the effective
date of such share capitalization, split or similar event, the number of Common Stock issuable on exercise of each Warrant shall be increased
in proportion to such increase in the issued and outstanding shares of Common Stock. A rights offering to holders of the shares of Common
Stock entitling holders to purchase shares of Common Stock at a price less than the “Fair Market Value” (as defined below)
shall be deemed a capitalization of a number of shares of Common Stock equal to the product of (i) the number of shares of Common
Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible
into or exercisable for shares of Common Stock) and (ii) one (1) minus the quotient of (x) the price per share of Common
Stock paid in such rights offering divided by (y) the Fair Market Value. For purposes of this subsection 5.1.1, (i) if the
rights offering is for securities convertible into or exercisable for the shares of Common Stock, in determining the price payable for
shares of Common Stock, there shall be taken into account any consideration received for such rights, as well as any additional amount
payable upon exercise or conversion and (ii) “Fair Market Value” means the volume weighted average price of the Common
Stock as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the shares of
Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.


 


5.1.2        Extraordinary
Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution
in cash, securities or other assets to the holders of shares of Common Stock on account of such shares of Common Stock (or other shares
of the Company into which the Warrants are convertible), other than (a) as described in subsection 5.1.1 above, (b) Cash Dividends
(as defined below), and (c) any subsequent distribution of its assets upon its liquidation (any such non-excluded event being referred
to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective
date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Board, in good faith) of
any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection
5.1.2, “Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the
per share amounts of all other cash dividends and cash distributions paid on the shares of Common Stock during the 365-day period ending
on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other
subsections of this Section 5 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price
or to the number of share of Common Stock issuable on exercise of each Warrant) does not exceed $0.50.


 


5.2           Aggregation
of Shares. If after the date hereof, and subject to the provisions of Section 5.6 hereof, the number of issued and
outstanding shares of Common Stock is decreased by a consolidation, combination, reverse share split or redesignation of shares of
Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse share split,
redesignation or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be decreased in
proportion to such decrease in issued and outstanding shares of Common Stock.


 






     


     


    

 


5.3           Adjustments
in Exercise Price. Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided
in subsection 5.1.1 or Section 5.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price
immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable
upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares
of Common Stock so purchasable immediately thereafter.


 


5.4           Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding shares
of Common Stock (other than a change under subsections 5.1.1 or 5.1.2 or Section 5.2 hereof or that solely affects the par value
of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another corporation (other
than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or
reorganization of the issued and outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation
or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company
is dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and
conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and
receivable upon the exercise of the rights represented thereby, the kind and amount of shares or other securities or property (including
cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or
transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately
prior to such event. If any reclassification also results in a change in the shares of Common Stock covered by subsection 5.1.1 or Section 5.1.2
or Section 5.2 hereof, then such adjustment shall be made pursuant to subsection 5.1.1 or Section 5.1.2 or Section 5.2
hereof and this Section 5.4. The provisions of this Section 5.4 shall similarly apply to successive reclassifications, reorganizations,
mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share
issuable upon exercise of the Warrant.


 


5.5           Notices
of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares of Common Stock issuable upon exercise of
a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from
such adjustment and the increase or decrease, if any, in the number of shares of Common Stock purchasable at such price upon the exercise
of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the
occurrence of any event specified in Sections 5.1, 5.2, 5.3 or 5.4, the Company shall give written notice of the occurrence of such event
to each holder of a Warrant, at the last address set forth for such holder in the Warrant Register, of the record date or the effective
date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.


 


5.6           No
Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue fractional
shares of Common Stock upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 5, the holder
of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon
such exercise, round down to the nearest whole number, the number of shares of Common Stock to be issued to such holder.


 


5.7           Form of
Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 5, and Warrants issued after
such adjustment may state the same Warrant Price and the same number of shares of Common Stock as is stated in the Warrants initially
issued pursuant to this Agreement; provided, however, that the Company may at any time in its sole discretion make any change in the form
of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or
countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.


 






     


     


    

 


5.8           Other
Events. In case any event shall occur affecting the Company as to which none of the provisions of preceding subsections of this
Section 5 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to
(i) avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 5, then, in
each such case, the Company shall appoint a firm of independent public accountants, investment banking or other appraisal firm of
recognized national standing, which shall give its opinion as to whether or not any adjustment to the rights represented by the
Warrants is necessary to effectuate the intent and purpose of this Section 5 and, if they determine that an adjustment is
necessary, the terms of such adjustment. The Company shall adjust the terms of the Warrants in a manner that is consistent with any
adjustment recommended in such opinion.


 


6.             Transfer
and Exchange of Warrants.


 


6.1           Registration
of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register,
upon surrender of such Warrant for transfer, in the case of certificated Warrants, properly endorsed with signatures properly guaranteed
and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number
of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. In the case of certificated Warrants, the Warrants
so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request.


 


6.2           Procedure
for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or transfer,
and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered Holder of the
Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that in the event that a Warrant surrendered
for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange thereof until
the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the
new Warrants must also bear a restrictive legend.


 


6.3           Fractional
Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which shall result in the issuance
of a warrant certificate or book-entry position for a fraction of a warrant.


 


		6.4	Service Charges. No service charge shall be made for any exchange or registration of transfer
                                                               of Warrants.



 


6.5           Warrant
Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms
of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 6, and the Company, whenever required
by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.


 


7.             Other
Provisions Relating to Rights of Holders of Warrants.


 


7.1           No
Rights as Shareholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a shareholder of the Company,
including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent
or to receive notice as shareholders in respect of the general meetings or the election of directors of the Company or any other matter.


 


7.2           Lost,
Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent
may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant,
include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or
destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost,
stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.


 


7.3           Reservation
of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued shares of Common
Stock that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.


 






     


     


    

 


8.             Concerning
the Warrant Agent and Other Matters.


 


8.1           Payment
of Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant
Agent in respect of the issuance or delivery of shares of Common Stock upon the exercise of the Warrants, but the Company shall not be
obligated to pay any transfer taxes in respect of the Warrants or such shares of Common Stock.


 


		8.2	Resignation, Consolidation, or Merger of Warrant Agent.



 


8.2.1        Appointment
of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office
of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor
Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after
it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of a Warrant (who shall, with
such notice, submit his Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court of the
State of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s cost. Any successor
Warrant Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under the laws of the
State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized
under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment,
any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor
Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason
it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument
transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon
request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for
more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities,
duties, and obligations.


 


8.2.2        Notice
of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the
predecessor Warrant Agent and the Transfer Agent for the shares of Common Stock not later than the effective date of any such appointment.


 


8.2.3        Merger
or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated
or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant
Agent under this Agreement without any further act.


 


		8.3	Fees and Expenses of Warrant Agent.



 


8.3.1        Remuneration.
The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and shall, pursuant
to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably
incur in the execution of its duties hereunder.


 


8.3.2        Further
Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and
delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying
out or performing of the provisions of this Agreement.


 


		8.4	Liability of Warrant Agent.



 


8.4.1        Reliance
on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary
or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such
fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved
and established by a statement signed by a Co-Chief Executive Officer, Chief Financial Officer, President, Executive Vice President,
Vice President, Secretary or Chairman of the Board of the Company and delivered to the Warrant Agent. The Warrant Agent may rely
upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.


 






     


     


    

 


8.4.2        Indemnity.
The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees
to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable
counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the
Warrant Agent’s gross negligence, willful misconduct or bad faith.


 


8.4.3        Exclusions.
The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution
of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any
covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments
required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the
ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any
representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement
or any Warrant or as to whether any shares of Common Stock shall, when issued, be valid and fully paid and non-assessable.


 


8.5           Acceptance
of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms
and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants exercised and concurrently
account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of shares of Common Stock through the exercise
of the Warrants.


 


9.             Miscellaneous
Provisions.


 


9.1           Successors.
All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the
benefit of their respective successors and assigns.


 


9.2           Notices.
Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant
to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private
courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in
writing by the Company with the Warrant Agent), as follows:


 


Wag! Group Co.


55 Francisco Street, Suite 360


San Francisco, California
94133


Attention: Chief Executive Officer


 


with a copy to:


 


Cleary Gottlieb Steen &
Hamilton LLP


One Liberty Plaza


New York, New York 10006


Attention: Adam J. Brenneman and Charles W. Allen


 






     


     


    

 


Any notice, statement or demand authorized by this
Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given when
so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after
deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company),
as follows:


 


Vstock Transfer, LLC


_________________________

_________________________


Attention: Compliance Department


 


		9.3	Applicable Law and Exclusive Forum.



 


9.3.1        The
validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects by the laws of the State
of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another
jurisdiction. Each of the Company and the Warrant Agent hereby agrees that any action, proceeding or claim against it arising out of or
relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District
Court for the Southern District of New York, and irrevocably submits to such jurisdiction. Each of the Company and the Warrant Agent hereby
waives any objection to such jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, this exclusive
forum provision shall not apply to suits brought to enforce a duty or liability created by the Exchange Act, any other claim for which
the federal courts have exclusive jurisdiction or any complaint asserting a cause of action arising under the Securities Act against us
or any of our directors, officers, other employees or agents. Section 27 of the Exchange Act creates exclusive federal jurisdiction
over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.


 


9.3.2        Any
person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have
consented to the forum provisions in this Section 9.3.2. If any action, the subject matter of which is within the scope the
forum provisions above, is filed in a court other than a court located within the State of New York or the United States District
Court for the Southern District of New York (a “foreign action”) in the name of any warrant holder, such warrant holder
shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of
New York or the United States District Court for the Southern District of New York in connection with any action brought in any such
court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such
warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for
such warrant holder.


 


9.4           Persons
Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any person or corporation
other than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim under or by reason of this Agreement
or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements
contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of
the Registered Holders of the Warrants.


 


9.5           Limitations
on the Number of Shares Issuable. Notwithstanding anything to the contrary in this Warrant Agreement or the Warrants, no shares
of Common Stock will be issued or delivered upon exercise of any Warrant, and no Warrant will be exercisable by the Registered
Holder thereof, in each case to the extent, and only to the extent, that such issuance, delivery, conversion or convertibility would
result in such Registered Holder, or a “person” or “group” (within the meaning of
Section 13(d)(3) of the Exchange Act) that includes such Registered Holder, beneficially owning in excess of 4.99% of the
then-outstanding shares of Common Stock (the restrictions set forth in this sentence, the “Ownership Limitation”). For
these purposes, beneficial ownership and calculations of percentage ownership will be determined in accordance with Rule 13d-3
under the Exchange Act. For the avoidance of doubt, the limitations on the exercise of any Warrant pursuant to this Section 9.5
will not, in themselves, cause such Warrant to cease to be outstanding, and such limitations will cease to apply if and when such
Warrant’s exercisability will not violate this Section 9.5. If any shares of Common Stock otherwise due upon the exercise
of any Warrant is not delivered as a result of the Ownership Limitation, then the Company’s obligation to deliver such shares
of Common Stock will not be extinguished, and the Company will deliver such shares of Common Stock as soon as reasonably practicable
after the Registered Holder of such Warrant Note provides written confirmation to the Company that such delivery will not contravene
the Ownership Limitation. Any purported delivery of shares of Common Stock upon conversion of any Warrant will be void and have no
effect to the extent, and only to the extent, that such delivery would contravene the Ownership Limitation; provided that each
beneficial owner shall have the right at any time and from time to time to (i) reduce the Ownership Limitation applicable to
such beneficial owner immediately upon prior written notice to the Company (provided that, for the avoidance of doubt, in such
event, such beneficial owner may sell shares of Common Stock or Warrants to reduce the aggregate number of shares of Common Stock
deemed beneficially owned by such beneficial owner to a level below the reduced Ownership Limitation, in which case, subject to the
terms of this Warrant Agreement, the Warrant will be convertible by such beneficial owner up to (but will not exceed) the reduced
Ownership Limitation) or (ii) increase or waive the Ownership Limitation applicable to such beneficial owner upon 61
days’ prior written notice to the Company.


 






     


     


    

 


9.6           Examination
of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in
the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant. The Warrant Agent may require
any such holder to submit such holder’s Warrant for inspection by the Warrant Agent.


 


9.7           Counterparts.
This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


9.8           Effect
of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation
thereof.


 


9.9           Amendments.
This Agreement may be amended by the parties hereto without the consent of any Registered Holder (i) for the purpose of curing any
ambiguity, or curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions
with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties
deem shall not adversely affect the interest of the Registered Holders, and (ii) to provide for the delivery of Alternative Issuance
pursuant to Section 5.4. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise
Period pursuant to Sections 4.1 and 4.2, respectively, without the consent of the Registered Holders.


 


9.10         Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the
validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to
such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


[Signature Page Follows]


 






     


     


    

 


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


 


	 	WAG! GROUP CO.
	 	 
	 	By:	/s/ Alec Davidian
	 	Name: 	Alec Davidian
	 	Title:	CFO




 


[Signature Page to Warrant Agreement]


 






     


     


    

 


	 	VSTOCK TRANSFER LLC, as Warrant Agent
	 	 
	 	By:	/s/ Young D. Kim
	 	Name:	Young D. Kim
	 	Title:	Compliance Officer




 


[Signature Page to
Warrant Agreement]


 






     


     


    

  


EXHIBIT A


 


[Form of Warrant Certificate]


 


[FACE]


 


Number


 


Warrants


 


THIS WARRANT SHALL BE
VOID IF NOT EXERCISED PRIOR TO


THE EXPIRATION OF THE
EXERCISE PERIOD PROVIDED FOR


IN THE WARRANT AGREEMENT DESCRIBED BELOW


 


WAG! GROUP CO.


 


Incorporated Under the Laws of the State of Delaware


 


CUSIP 93042P 117


 


Warrant Certificate


 


This Warrant Certificate certifies that,
or registered assigns, is the registered holder of warrant(s) evidenced hereby (the “Warrants”
and each, a “Warrant”) to purchase common stock, of $0.0001 par value per share (the “Common Stock”),
of Wag! Group Co., a Delaware company (the “Company”). Each Warrant entitles the holder, upon exercise during
the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable
shares of Common Stock as set forth below, at the exercise price (the “Warrant Price”) as determined pursuant
to the Warrant Agreement, payable in lawful money (or through “cashless exercise” as provided for in the Warrant
Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or
agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms
used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


Each whole Warrant is initially exercisable for
one fully paid and non-assessable shares of Common Stock. A registered holder of Warrants may exercise its Warrants only for a whole number
of shares of Common Stock (i.e., only an even number of Warrants may be exercised at any given time by a registered holder). No fractional
shares will be issued upon exercise of any Warrant. If, upon the exercise of Warrants, a holder would be entitled to receive a fractional
interest in shares of Common Stock, the Company will, upon exercise, round down to the nearest whole number of shares of Common Stock
to be issued to the Warrant holder. The number of shares of Common Stock issuable upon exercise of the Warrants is subject to adjustment
upon the occurrence of certain events set forth in the Warrant Agreement.


 


The initial Warrant Price per whole share of Common
Stock for any Warrant is equal to $11.50 per share. The Warrant Price is subject to adjustment upon the occurrence of certain events set
forth in the Warrant Agreement.


 


Subject to the conditions set forth in the Warrant
Agreement, the Warrants may be exercised only during the Warrant Period and to the extent not exercised by the end of such Exercise Period,
such Warrants shall become void.


 


Reference is hereby made to the further provisions
of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as
though fully set forth at this place.


 


This Warrant Certificate shall not be valid unless
countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.


 






     


     


    

 


This Warrant Certificate shall be governed by and
construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles thereof.


 


	 	WAG! GROUP CO.
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	VSTOCK TRANSFER LLC, as Warrant Agent
	 	 
	 	By:	 
	 	Name:
	 	Title:




 






     


     


    

 


[Form of Warrant Certificate]


 


[Reverse]


 


The Warrants evidenced by this Warrant
Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive shares of Common Stock and
are issued or to be issued pursuant to a Warrant Agreement dated as of August 9, 2022 (the “Warrant
Agreement”), duly executed and delivered by the Company to VStock Transfer, LLC, a New York limited liability company,
as warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and
made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties
and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders” or
 “holder” meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy of the
Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this Warrant
Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


Warrants may be exercised at any time during the
Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them by
surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed and executed, together
with payment of the Warrant Price as specified in the Warrant Agreement (or through “cashless exercise” as provided for in
the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise of Warrants evidenced
hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there shall be issued to the
holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.


 


The Warrant Agreement provides that upon the occurrence
of certain events the number of shares of Common Stock issuable upon exercise of the Warrants set forth on the face hereof may, subject
to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive a fractional interest
in a shares of Common Stock, the Company shall, upon exercise, at its election, round down to the nearest whole number of shares of Common
Stock to be issued to the Warrant holder.


 


Warrant Certificates, when surrendered at the principal
corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative or attorney duly authorized
in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any
service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like number of Warrants.


 


Upon due presentation for registration of transfer
of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like tenor and evidencing
in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject
to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in connection
therewith.


 


The Company and the Warrant Agent may deem and
treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof,
and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the
Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a shareholder of the Company.


 






     


     


    

 


Election to Purchase


(To Be Executed Upon Exercise of Warrant)


 


The undersigned hereby irrevocably elects to
exercise the right, represented by this Warrant Certificate, to receive shares of Common Stock and herewith tenders payment for such
shares of Common Stock to the order of Wag! Group Co. (the “Company”) in the amount of $         in accordance with the
terms hereof. The undersigned requests that a certificate for such shares of Common Stock be registered in the name of           , whose
address is and that such shares of Common Stock be delivered to whose address is          . If said number of shares of Common Stock is less
than all of the shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing
the remaining balance of such shares of Common Stock be registered in the name of           , whose address is and that such Warrant
Certificate be delivered to           , whose address is .


 


In the event that the holder has elected to exercise
the Warrant on a cashless basis pursuant to Section 4.3.1(b)] of the Warrant Agreement, the number of shares of Common Stock
that this Warrant is exercisable for shall be determined in accordance with subsection 4.3.1(b) of the Warrant Agreement.


 


In the event that the Warrant may be
exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of shares of Common Stock
that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which
allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably
elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant
Agreement, to receive shares of Common Stock If said number of shares of Common Stock is less than all of the shares of Common Stock
purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate
representing the remaining balance of such shares of Common Stock be registered
in the name of          , whose address is        and that such
Warrant Certificate be delivered to           , whose address is           .


 


[Signature Page Follows]


 


	Date:            , 22    	 	 
	 	 	(Signature)
	 	 	 
	 	 	 
	 	 	 
	 	 	(Address)
	 	 	 
	 	 	(Tax Identification Number)
	Signature Guaranteed:	 	 
	 	 	 




 


THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION
PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)).


 






     


     


    

 


EXHIBIT B


 


LEGEND


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM
REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG
WAG GROUP CO. (THE “COMPANY”) AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE
MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THREE HUNDRED AND SIXTY-FIVE (365) DAYS AFTER THE DATE OF THE EXECUTION
OF THE WARRANT AGREEMENT EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 6 OF THE WARRANT AGREEMENT) WHO AGREES IN
WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


NO. [ ] WARRANT