Document


DATED			[•], 2018
[Option Holder] BARKING DOG VENTURES LIMITED A PLACE FOR ROVER, INC.
RELEASE OF OLD OPTION AND GRANT OF NEW OPTION

5 New Street Square \| London EC4A 3TW Tel +44 (0)20 7300 7000 Fax +44 (0)20 7300 7100 DX 41 London www.taylorwessing.com

(2) BARKING DOG VENTURES LIMITED registered in England and Wales with company number 09265889 whose registered office is at 9th Floor, 107 Cheapside, London, EC2V 6DN (the "Company"); and

(3) A PLACE FOR ROVER, INC. a Delaware Corporation with company number 931338058 whose registered office is at 2101, 4th Avenue, Suite 400, Seattle, WA 98121 (the "Buyer").

(A)The Option Holder is the holder of a non-tax favoured option granted by the Company under the rules of the Barking Dog Ventures Limited Enterprise Management Incentive (EMI) Share Option Plan (the "Plan"), attached hereto as Exhibit A, the details of which are set out in Part A of the Schedule to this Agreement (the "Old Option").

(B)The Buyer has acquired all of the issued share capital of the Company. Pursuant to rule 12 of the Plan, the Buyer would like to grant a new replacement option (the "New Option") to the Option Holder provided that the Option Holder agrees to release the rights under the Old Option in connection with the grant of the New Option.

1.1In connection with the grant of the New Option, the Option Holder hereby irrevocably and unconditionally releases the Company from all its obligations in respect of the Old Option and confirms that he has no right, title or interest in the Option and he shall not bring, commence, continue or prosecute any claim, legal action or proceeding under, in relation to, arising out of or in connection with the Option against the Company.

1.1The Buyer hereby grants to the Option Holder a New Option under the terms of the Plan so that the Option Holder has an option to acquire the number of shares in the Buyer at the option price per share as is set out in Part B of the Schedule to this Agreement.

2.2The New Option shall be governed by the rules of the Plan with references in those rules to "the Company" being to the Buyer.

1.3For the avoidance of doubt, the New Option shall not be exercisable later than the tenth anniversary of the Date of Grant of the Old Option, pursuant to the terms and conditions set forth in the form of Notice of Exercise attached hereto as Exhibit B.

1.1By entering into this Agreement, the Company acknowledges the releases and waivers given under this Agreement by the Option Holder.

1.2Unless the context otherwise requires, a reference to one gender shall include a reference to the other gender.

3.3This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all the counterparts shall together constitute one and the same Agreement.

3.4The exchange of a fully executed version of this Agreement (in counterparts or otherwise) by electronic signature or by facsimile and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes and shall be sufficient to bind the parties to the terms and conditions of this Agreement. No exchange of original signatures is necessary.

1.5This Agreement shall be governed by and construed in accordance with the laws of England and Wales and each party agrees to submit to the exclusive jurisdiction of the courts of England and Wales.

1.6No person who is not a party to this Agreement (other than any and all subsidiaries of the Company or the Buyer) shall have any right to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.

1.7The expression “subsidiary” (and related expressions) shall have the same meaning as in the Companies Act 2006.


Date of Grant			[ ]
Number of shares in the Company			[ ]
Option Price (per share)			[ ]
Vesting			[ ]


Date of Grant			Date of this Agreement
Number of shares in the Buyer			[ ]
Option Price (per share)			[ ]
Vesting			[ ]