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The closing and funding of the Credit Facility will occur in connection with the Closing, subject to the satisfaction or waiver of the conditions to funding set forth in the Commitment Letter.
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Upon closing of the Credit Facility, Blue Torch Capital LP (the “Initial Lender”) shall receive warrants to acquire shares of New Wag! representing 5.0% of the issued and outstanding shares of New Wag! with an exercise price equal to $11.50 per share (such warrants, the “Lender Warrants”). In connection with entering into the Business Combination Agreement, on February 2, 2022, CHW entered into a definitive commitment letter (the “Commitment Letter”) with Blue Torch Capital LP (together with its affiliated funds and any other parties providing a commitment thereunder, including any additional lenders, agents, arrangers or other parties joined thereto after the date thereof, collectively, the “Debt Financing Sources”), pursuant to which, among other things, the Debt Financing Sources agreed to fund a $30 million senior secured term loan credit facility (the “Credit Facility”). The purchase of the PIPE and Backstop Shares is conditioned upon, among other conditions, and will be consummated substantially concurrently with, the Closing. In connection with entering into the Business Combination Agreement, on February 2, 2022, CHW entered into a subscription agreement (the “PIPE and Backstop Subscription Agreement”) with a certain qualified institutional buyer (the “PIPE and Backstop Investor”) pursuant to which the PIPE and Backstop Investor agreed to purchase 500,000 shares (the “PIPE and Backstop Shares”) of common stock at a purchase price per share of $10.00 and an aggregate purchase price of $5 million (the “PIPE and Backstop Investment”).
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