Pet Humanization and Premiumization Driving Spend

Transaction Overview Key Proposed Transaction Terms ■ Aggregate Value: $1,355MM / Equity Value: $1,630MM ■ Total Raise of $325MM: $275MM from SPAC and $50MM from PIPE ■ $50MM backstop from Sponsor against potential redemptions ■ $45MM in secondary ■ 6.875MM shares for Sponsor Promote: 40%/40%/20% split at $12.00/$14.00/$16.00 ■ Backstop acceleration - 3.4MM promote shares vest pro rata with $50MM backstop ■ Promote and warrants reduced linearly from zero net redemptions in excess of backstop to minimum cash threshold (Up to $200MM of net redemptions in excess of backstop) ■ 22.5MM shares for Seller Earnout: 10MM at $12.00; 10MM at $14.00; 2.5MM @ $16.00 ■ 3.0MM founder warrants, $18.00 conversion cap Illustrative Post-Transaction Ownership SPAC Public Holders, 17% PIPE Holders, 3% Illustrative Pro Forma Capitalization Pro Forma Capitalization Share Price at Merger Total Shares Outstanding Equity Value Existing Debt - 2022 Revenue Implied Multiple 2022 SS EBITDA $10.00 163.0 $1,630 48 - Estimated Cash (73) Cash to Balance Sheet (250) Aggregate Value $1,355 $201 6.7x $60 Implied Multiple 22.4x Cash Sources and Uses ($MM) Sources SPAC Cash in Trust PIPE Capital Raised Stock to Existing Holders Pro Forma Ownership Existing Holders Total Sources $275 50 1,305 $1,630 $1,305 Uses SPAC Public Holders 275 Cash to Balance Sheet $250 PIPE Holders Total 50 Stock to Existing Holders 1,305 $1,630 Cash to Existing Holders Transaction Fees/Expenses Total Uses 45 30 $1,630 *Rover Existing Holders, 80% 31

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