CHW Acquisition Corp Sample Contracts

11,000,000 Units CHW Acquisition Corporation UNDERWRITING AGREEMENT
Underwriting Agreement • September 2nd, 2021 • CHW Acquisition Corp • Blank checks • New York

Chardan Capital Markets, LLC 17 State Street, Suite 2100 New York, New York 10004 As Representative of the Underwriters named on Schedule A hereto

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CHW Acquisition Corporation New Rochelle, NY 10804
Securities Subscription Agreement • March 18th, 2021 • CHW Acquisition Corp • Blank checks • New York

CHW Acquisition Corporation, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer CHW Acquisition Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for 2,875,000 Class B ordinary shares of the Company (the “Shares”), par value $0.0001 per share (the “Class B Shares”), up to 375,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, $0.0001 par value per share (the “Class A Shares”). Pursuant to the Company’s memorandum and articles of association, as amended to the date hereof (the “Articles”), Class B Shares will convert into Class A Shares on a one-for-one basis, subject to adjustment, up

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WARRANT AGREEMENT
Warrant Agreement • September 2nd, 2021 • CHW Acquisition Corp • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of August 30, 2021, is by and between CHW Acquisition Corporation, a Cayman Islands exempted 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”).

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7,407,407 SHARES OF COMMON STOCK WAG! GROUP CO. UNDERWRITING AGREEMENT
Underwriting Agreement • July 17th, 2024 • Wag! Group Co. • Services-personal services • New York
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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • September 2nd, 2021 • CHW Acquisition Corp • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 30, 2021, by and between CHW Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Wilmington Trust, National Association, a national banking association (the “Trustee”).

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CHW Acquisition Corporation 2 Manhattanville Road, Suite 403 Purchase, NY 10577 Re: Initial Public Offering Ladies and Gentlemen:
Underwriting Agreement • August 18th, 2021 • CHW Acquisition Corp • Blank checks • New York

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between CHW Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Chardan Capital Markets, LLC as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s ordinary shares, par value $0.001 per share (the “Ordinary Shares”), and one warrant (each, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement

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INDEMNITY AGREEMENT
Indemnification Agreement • March 18th, 2021 • CHW Acquisition Corp • Blank checks • New York

NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of _______, 2021 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:

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SUBSCRIPTION AGREEMENT
Subscription Agreement • February 3rd, 2022 • CHW Acquisition Corp • Blank checks

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this February 2, 2022, by and among CHW Acquisition Corporation, a Cayman Islands exempted company (the “Issuer”) and the undersigned (“Subscriber”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 2nd, 2021 • CHW Acquisition Corp • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 30, 2021, is made and entered into by and among CHW Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).

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INDEMNITY AGREEMENT
Indemnification Agreement • September 2nd, 2021 • CHW Acquisition Corp • Blank checks • New York

NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of _______, 2021 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:

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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
Private Placement Warrants Purchase Agreement • September 2nd, 2021 • CHW Acquisition Corp • Blank checks • New York

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of August 30, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between CHW Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and CHW Acquisition Sponsor LLC, a Delaware limited liability company (the “Purchaser”).

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Form of AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 3rd, 2022 • CHW Acquisition Corp • Blank checks • New York

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [______], 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).

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CHW Acquisition Corporation Purchase, NY 10577 Re: Initial Public Offering Ladies and Gentlemen:
Underwriting Agreement • September 2nd, 2021 • CHW Acquisition Corp • Blank checks • New York

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between CHW Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Chardan Capital Markets, LLC as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 12,650,000 of the Company’s units (including up to 1,650,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s ordinary shares, par value $0.001 per share (the “Ordinary Shares”), and one warrant (each, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement

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WAG LABS, INC.
Board of Directors Appointment Agreement • September 14th, 2022 • Wag! Group Co. • Services-personal services • Delaware
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AMENDMENT TO FORWARD PURCHASE SHARE AGREEMENT
Forward Purchase Share Agreement • November 4th, 2022 • Wag! Group Co. • Services-personal services • Delaware

THIS AMENDMENT, dated as of November 1, 2022 (this “Amendment”), to that certain forward share purchase agreement (the “Forward Share Purchase Agreement”), dated as of August 5, 2022, by and between Wag! Group Co., a Delaware corporation (“Company”) and MMCAP International Inc. SPC (“Investor”). Capitalized terms used but not otherwise defined in this Amendment shall have the meaning ascribed thereto in the Forward Share Purchase Agreement.

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CHW Acquisition Corporation Purchase, NY 10577 Attention: Jonah Raskas, Co- Chief Executive Officer
Business Combination Agreement • February 3rd, 2022 • CHW Acquisition Corp • Blank checks

Reference is made to that certain Business Combination Agreement (the “BCA”), dated as of the date hereof, by and among Wag Labs, Inc., a Delaware corporation (the “Company”), CHW Acquisition Corporation, a Cayman Islands exempted company (“SPAC”), and CHW Merger Sub Inc., a Delaware corporation and wholly owned direct subsidiary of SPAC (“Merger Sub”). This letter agreement (this “Letter Agreement”) is being entered into and delivered by SPAC, the Company and each of CHW Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Jonah Raskas and Mark Grundman (together with the Sponsor, the “Founder Shareholders”) in connection with the transactions contemplated by the BCA. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the BCA.

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ESCROW AGREEMENT
Escrow Agreement • September 2nd, 2021 • CHW Acquisition Corp • Blank checks • New York

This ESCROW AGREEMENT, dated as of August 30, 2021 (“Agreement”), by and among CHW ACQUISITION CORPORATION, a Cayman Islands exempted company (the “Company”), CHW Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and each of the investors listed on the signature page hereto (the “Anchor Investors”, and together with the Sponsor, the “Initial Shareholders”) and VSTOCK TRANSFER, LLC, a New York limited liability company (“Escrow Agent”).

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WAG LABS, INC.
Employment Agreement • September 14th, 2022 • Wag! Group Co. • Services-personal services • California

Wag Labs, Inc. (the “Company”) is pleased to offer you employment on the following [amended] terms. [This letter agreement (this “Letter”) amends and replaces in its entirety the offer letter between you and the Company dated <date>, as amended].

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BUSINESS COMBINATION AGREEMENT by and among CHW ACQUISITION CORPORATION, CHW MERGER SUB INC. and WAG LABS, INC. Dated as of February 2, 2022
Business Combination Agreement • February 3rd, 2022 • CHW Acquisition Corp • Blank checks • Delaware

This Business Combination Agreement, dated as of February 2, 2022 (this “Agreement”), is entered into by and among CHW Acquisition Corporation, a Cayman Islands exempted company (“SPAC”), CHW Merger Sub Inc., a Delaware corporation and wholly owned direct subsidiary of SPAC (“Merger Sub”), and Wag Labs, Inc., a Delaware corporation (the “Company”).

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CHW ACQUISITION CORPORATION
Administrative Services Agreement • March 18th, 2021 • CHW Acquisition Corp • Blank checks • New York

This letter agreement by and between CHW Acquisition Corporation., a Cayman Islands exempted company (the “Company”), and CHW Acquisition Sponsor LLC, dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market LLC (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

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As you may know, Wag Labs, Inc. (the “Company”) entered into that certain Business Combination Agreement by and among CHW Acquisition Corporation (“SPAC)” and CHW Merger Sub Inc. (“Merger Sub”) on February 2, 2022 (the “Business Combination...
Management Earnout Agreement • September 14th, 2022 • Wag! Group Co. • Services-personal services • Delaware

This Agreement is contingent upon the Acquisition Closing. For the avoidance of doubt, if the Acquisition Closing does not occur, this Agreement will be void, ab initio. Capitalized terms used but not defined in this Agreement will have the respective meanings ascribed to them in the Business Combination Agreement.

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ESCROW AGREEMENT
Escrow Agreement • August 18th, 2021 • CHW Acquisition Corp • Blank checks • New York

This ESCROW AGREEMENT, dated as of [ ], 2021 (“Agreement”), by and among CHW ACQUISITION CORPORATION, a Cayman Islands exempted company (“Company”) and the initial shareholders listed on the signature pages hereto (collectively, the “Initial Shareholders”) and VSTOCK TRANSFER, LLC, a New York limited liability company (“Escrow Agent”).

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LOCK-UP AGREEMENT
Lock-Up Agreement • February 3rd, 2022 • CHW Acquisition Corp • Blank checks • Delaware

This Lock-up Agreement (this “Agreement”) is made and entered into as of February 2, 2022, by and among (i) CHW Acquisition Corporation, a Cayman Islands exempted company (the “SPAC,” and after the Domestication sometimes referred to as the “Domesticated SPAC”), and (ii) each of the parties listed on Schedule 1 attached hereto (the “Existing Equity Holders”). The Existing Equity Holders and any person or entity who hereafter enters into a joinder to this Agreement substantially in the form of Exhibit A hereto are referred to herein, individually, as a “Securityholder” and, collectively, as the “Securityholders.”

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ASSET PURCHASE AGREEMENT between Clicks and Traffic LLC and Wag Labs, Inc. dated as of December 16, 2022 “ Doc ID: 44e0d9fa83419719fbe292b4cf447138266eaef5b 12544ce29f1d40 7 341c b807a3a676f380be
Asset Purchase Agreement • January 3rd, 2023 • Wag! Group Co. • Services-personal services • Delaware
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FORWARD SHARE PURCHASE AGREEMENT
Forward Share Purchase Agreement • August 8th, 2022 • CHW Acquisition Corp • Services-personal services • Delaware

This Forward Share Purchase Agreement (this “Agreement”) is entered into as of August 5, 2022, by and between CHW Acquisition Corporation, a Cayman Islands exempted company (“SPAC”) and [ ] (“Investor”). Each of SPAC and the Investor is individually referred to herein as a “Party” and collectively as the “Parties”).

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STOCKHOLDER SUPPORT AGREEMENT
Stockholder Support Agreement • February 3rd, 2022 • CHW Acquisition Corp • Blank checks • Delaware

This Stockholder Support Agreement (this “Agreement”) is made and entered into as of February 2, 2022, by and among CHW Acquisition Corporation, a Cayman Islands exempted company (which shall domesticate as a Delaware corporation prior to the closing of the Business Combination Agreement (as defined below)) (“SPAC”), Wag Labs, Inc., a Delaware corporation (the “Company”), and the undersigned stockholders (each, an “Existing Securityholder” and, collectively, the “Existing Securityholders”) of the Company. The Existing Securityholders and any person or entity who hereafter enters into a joinder to this Agreement substantially in the form of Exhibit A hereto are referred to herein, individually, as a “Securityholder” and collectively, as the “Securityholders.” Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement.

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INVESTMENT AGREEMENT
Investment Agreement • August 18th, 2021 • CHW Acquisition Corp • Blank checks • New York

THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of August 9, 2021, is by and among (i) CHW Acquisition Corporation, a Cayman Islands exempted company (the “SPAC”), (ii) CHW Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and (iii) [●] (“Investor”).

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CHW ACQUISITION CORPORATION
Administrative Services Agreement • September 2nd, 2021 • CHW Acquisition Corp • Blank checks • New York

This letter agreement by and between CHW Acquisition Corporation., a Cayman Islands exempted company (the “Company”), and CHW Acquisition Sponsor LLC, dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market LLC (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

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