Exhibit 10.11


 


WAG! GROUP CO.


 


FORM OF INDEMNIFICATION AGREEMENT


 


This INDEMNIFICATION AGREEMENT
(this “Agreement”) is dated as of August  , 2022 and is between Wag! Group Co., a Delaware corporation
(the “Company”), and ______________ (“Indemnitee”).


 


RECITALS


 


		A.	Indemnitee’s service to the Company substantially benefits the Company.



 


		B.	Individuals are reluctant to serve as directors or officers of corporations or in certain other capacities unless they are provided
with adequate protection through insurance or indemnification against the risks of claims and actions against them arising out of such
service.



 


		C.	Indemnitee does not regard the protection currently provided by applicable law, the Company’s governing documents and any insurance
as adequate under the present circumstances, and Indemnitee may not be willing to serve as a director or officer without additional protection.



 


		D.	In order to induce Indemnitee to continue to provide services to the Company, it is reasonable, prudent and necessary for the Company
to contractually obligate itself to indemnify, and to advance expenses on behalf of, Indemnitee as permitted by applicable law.



 


		E.	This Agreement is a supplement to and in furtherance of the indemnification provided in the Company’s certificate of incorporation
and bylaws, and any resolutions adopted pursuant thereto, and this Agreement shall not be deemed a substitute therefor, nor shall this
Agreement be deemed to limit, diminish or abrogate any rights of Indemnitee thereunder.



 


AGREEMENT


 


The parties agree as follows:


 


		1.	Definitions.



 


		(a)	“Beneficial Owner” shall have the meaning given to such term in Rule 13d-3 under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”); provided, however, that “Beneficial Owner” shall exclude
any Person otherwise becoming a Beneficial Owner solely by reason of (i) the stockholders of the Company approving a merger of the
Company with another Person, or entering into tender or support agreements relating thereto, provided such merger was approved by the
Company’s board of directors, or (ii) the Company’s board of directors approving a sale of securities by the Company
to such Person.



 


		(b)	A “Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement
of any of the following events (provided that, the business combination contemplated by the definitive proxy statement/prospectus filed
on July 12, 2022 (File No. 333-263418) shall in no event be deemed a Change in Control):



 


		(i)	Acquisition of Stock by Third Party. Any Person (as defined below) becomes the Beneficial Owner, directly or indirectly, of
securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities;



 


		(ii)	Change in Board Composition. During any period of two consecutive years (not including any period prior to the execution of
this Agreement), individuals who at the beginning of such period constituted the Company’s board of directors and any Approved Directors
cease for any reason to constitute at least a majority of the members of the Company’s board of directors. “Approved
Directors” means new directors (other than a director designated by a person who has entered into an agreement with the
Company to effect a transaction described in Sections 1(b)(i), 1(b)(iii) or 1(b)(iv)) whose election or nomination by the board of
directors (or, if applicable, by the Company’s stockholders) was approved by a vote of at least two thirds of the directors then
still in office who either were directors at the beginning of such two-year period or whose election or nomination for election was previously
so approved;



 






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		(iii)	Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a
merger or consolidation that would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation
continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than
50% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation
and with the power to elect a majority of the board of directors or other governing body of such surviving entity; or



 


		(iv)	Liquidation. The approval by the Company’s board of directors of a complete liquidation or the dissolution of the Company
or an agreement for the sale, lease or disposition by the Company of all or substantially all of the Company’s assets; or



 


		(v)	Other Events. Any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A
of Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated under the Exchange Act, whether or
not the Company is then subject to such reporting requirement.



 


		(c)	“Corporate Status” describes the status of a person who is or was a director, trustee, general partner,
managing member, officer, employee, agent or fiduciary of the Company or any other Enterprise.



 


		(d)	“DGCL” means the General Corporation Law of the State of Delaware.



 


		(e)	“Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding
in respect of which indemnification is sought by Indemnitee.



 


		(f)	“Enterprise” means the Company and any other corporation, partnership, limited liability company, joint
venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director,
trustee, general partner, managing member, officer, employee, agent or fiduciary.



 


		(g)	“Expenses” include all reasonable and actually incurred attorneys’ fees, retainers, court costs, transcript
costs, fees and costs of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage,
delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending,
preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses
also include (i) Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the
premium, security for, and other costs relating to any cost bond, supersede as bond or other appeal bond or their equivalent, and (ii) for
purposes of Section 10(d), Expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s
rights under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company.
Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.



 


		(h)	“Independent Counsel” means a law firm, or a partner or member of a law firm, that is experienced in matters
of corporation law and neither presently is, nor in the past five years has been, retained to represent (i) the Company, any Enterprise
or Indemnitee in any matter material to any such party (other than as Independent Counsel with respect to matters concerning Indemnitee
under this Agreement, or other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving
rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term Independent Counsel shall not include any person
who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either
the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.



 






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		(i)	“Person” shall have the meaning set forth in Sections 13(d) and 14(d) of the Exchange Act; provided,
however, that Person shall exclude (i) the Company, (ii) any trustee or other fiduciary holding securities under an employee
benefit plan of the Company, and (iii) any corporation owned, directly or indirectly, by the stockholders of the Company in substantially
the same proportions as their ownership of stock of the Company.



 


		(j)	“Proceeding” means any threatened, pending or completed action, suit, arbitration, mediation, alternate
dispute resolution mechanism, investigation, inquiry, administrative hearing or proceeding, whether brought in the right of the Company
or otherwise and whether of a civil, criminal, administrative or investigative nature, whether formal or informal, including any appeal
therefrom and including without limitation any such Proceeding pending as of the date of this Agreement, in which Indemnitee was, is or
will be involved as a party, a potential party, a non-party witness or otherwise by reason of (i) the fact that Indemnitee is or
was a director or officer of the Company, (ii) any action taken by Indemnitee or any action or inaction on Indemnitee’s part
while acting as a director or officer of the Company, or (iii) the fact that he or she is or was serving at the request of the Company
as a director, trustee, general partner, managing member, officer, employee, agent or fiduciary of the Company or any other Enterprise,
in each case whether or not serving in such capacity at the time any liability or Expense is incurred for which indemnification or advancement
of expenses can be provided under this Agreement.



 


		(k)	“to the fullest extent permitted by applicable law” means to the fullest extent permitted by all applicable
laws, including without limitation: (i) the fullest extent permitted by DGCL as of the date of this Agreement and (ii) the fullest
extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase
the extent to which a corporation may indemnify its officers and directors.



 


		(l)	In connection with any Proceeding relating to an employee benefit plan: references to “fines” shall include
any excise taxes assessed on a person with respect to any employee benefit plan; references to “serving at the request of
the Company” shall include any service as a director, officer, employee or agent of the Company which imposes duties on,
or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries;
and a person who acted in good faith and in a manner he or she reasonably believed to be in the best interests of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of
the Company” as referred to in this Agreement.



 


		2.	Indemnity in Third-Party Proceedings. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 2
if Indemnitee is, or is threatened to be made, a party to or witness or other participant in any Proceeding, other than a Proceeding by
or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 2, Indemnitee shall be indemnified
to the fullest extent permitted by applicable law against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably
incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee
acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and, with
respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful.



 


		3.	Indemnity in Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee in accordance with the provisions
of this Section 3 if Indemnitee is, or is threatened to be made, a party to or a witness or other participant in any Proceeding by
or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 3, Indemnitee shall be indemnified
to the fullest extent permitted by applicable law against all Expenses incurred by Indemnitee or on his or her behalf in connection with
such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the Company. No indemnification for Expenses shall be made under this Section 3
in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged by a court of competent jurisdiction to be liable
to the Company, unless and only to the extent that the Delaware Court of Chancery or any court in which the Proceeding was brought shall
determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee
is fairly and reasonably entitled to indemnification for such expenses as the Delaware Court of Chancery or such other court shall deem
proper.



 






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		4.	Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement,
in circumstances where indemnification is not available under Section 2 or 3, as the case may be, to the fullest extent permitted
by law and to the extent that Indemnitee is a party to, and is successful (on the merits or otherwise) in defense of, any Proceeding or
any claim, issue or matter therein, the Company shall indemnify Indemnitee against all Expenses incurred by Indemnitee or on Indemnitee’s
behalf in connection therewith. For purposes of this Section 4, the termination of any claim, issue or matter in such a Proceeding
by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.



 


		5.	Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make
any indemnity in connection with any Proceeding (or any part of any Proceeding):



 


		(a)	for which payment has actually been made to or on behalf of Indemnitee under any statute, insurance policy, indemnity provision, vote
or otherwise, except with respect to any excess beyond the amount paid;



 


		(b)	for an accounting or disgorgement of profits pursuant to Section 16(b) of the Exchange Act, or similar provisions of federal,
state or local statutory law or common law, if Indemnitee is held liable therefor (including pursuant to any settlement arrangements);



 


		(c)	for any reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits
realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such
reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002
(the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase and sale by Indemnitee
of securities in violation of Section 306 of the Sarbanes-Oxley Act), if Indemnitee is held liable therefor (including pursuant to
any settlement arrangements);



 


		(d)	initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its
directors, officers, employees, agents or other indemnitees, unless (i) the Company’s board of directors authorized the Proceeding
(or the relevant part of the Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion,
pursuant to the powers vested in the Company under applicable law, (iii) otherwise authorized in Section 10(d) or (iv) otherwise
required by applicable law; provided, for the avoidance of doubt, Indemnitee shall not be deemed for purposes of this paragraph,
to have initiated any Proceeding (or any part of a Proceeding) by reason of (i) having asserted any affirmative defenses in connection
with a claim not initiated by Indemnitee or (ii) having made any counterclaim (whether permissive or mandatory) in connection with
any claim not initiated by Indemnitee; or



 


		(e)	if prohibited by the DGCL or other applicable law.



 


		6.	Advances of Expenses. The Company shall advance the Expenses incurred by Indemnitee in connection with any Proceeding prior
to its final disposition, and such advancement shall be made as soon as reasonably practicable, but in any event no later than 30 days,
after the receipt by the Company of a written statement or statements requesting such advances from time to time (which shall include
invoices received by Indemnitee in connection with such Expenses but, in the case of invoices in connection with legal services, any references
to legal work performed or to expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not
be included with the invoice). Advances shall be unsecured and interest free and made without regard to Indemnitee’s ability to
repay such advances. Indemnitee hereby undertakes to repay any advance to the extent that it is ultimately determined that Indemnitee
is not entitled to be indemnified by the Company, except, with respect to advances of expenses made pursuant to Section 10(c),
in which case Indemnitee makes the undertaking provided in Section 10(c). This Section 6 shall not apply to the extent advancement
is prohibited by law and shall not apply to any Proceeding (or any part of any Proceeding) for which indemnity is not permitted under
this Agreement, but shall apply to any Proceeding (or any part of any Proceeding) referenced in Section 5(b) or 5(c) prior
to a determination that Indemnitee is not entitled to be indemnified by the Company.



 






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		7.	Procedures for Notification and Defense of Claim.



 


		(a)	Indemnitee shall notify the Company in writing of any matter with respect to which Indemnitee intends to seek indemnification or advancement
of Expenses as soon as reasonably practicable following the receipt by Indemnitee of notice thereof. The written notification to the Company
shall include, in reasonable detail, a description of the nature of the Proceeding and the facts underlying the Proceeding. The failure
by Indemnitee to notify the Company will not relieve the Company from any liability that it may have to Indemnitee hereunder or otherwise
than under this Agreement, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights, except
to the extent that such failure or delay materially prejudices the Company.



 


		(b)	If, at the time of the receipt of a notice of a Proceeding pursuant to the terms hereof, the Company has directors’ and officers’
liability insurance in effect that may be applicable to the Proceeding, the Company shall give prompt notice of the commencement of the
Proceeding to the insurers in accordance with the procedures set forth in the applicable policies. The Company shall thereafter take all
commercially reasonable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding
in accordance with the terms of such policies.



 


		(c)	In the event the Company may be obligated to make any indemnity in connection with a Proceeding, the Company shall be entitled to
assume the defense of such Proceeding with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, conditioned
or delayed, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such
counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee for any fees or expenses
of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. Notwithstanding the Company’s assumption of
the defense of any such Proceeding, the Company shall be obligated to pay the fees and expenses of Indemnitee’s separate counsel
to the extent (i) the employment of separate counsel by Indemnitee is authorized by the Company, (ii) counsel for the Company
shall have reasonably concluded that there is a conflict of interest between the Company and Indemnitee in the conduct of any such defense
such that Indemnitee needs to be separately represented, (iii) the Company is not financially or legally able to perform its indemnification
obligations, or (iv) the Company shall not have retained, or shall not continue to retain, counsel to defend such Proceeding. Regardless
of any provision in this Agreement, Indemnitee shall have the right to employ counsel in any Proceeding at Indemnitee’s personal
expense. The Company shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the
right of the Company.



 


		(d)	Indemnitee shall give the Company such information and cooperation in connection with the Proceeding as may be reasonably appropriate.



 


		(e)	The Company shall not be liable to indemnify Indemnitee for any settlement of any Proceeding (or any part thereof) effected without
the Company’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. The Company acknowledges
that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction,
disruption and uncertainty. In the event that any action, claim or proceeding to which Indemnitee is a party is resolved in a settlement
to which the Company has given its prior written consent, such settlement shall be treated as a success on the merits in the settled action,
suit or proceeding.



 


		(f)	The Company shall not settle any Proceeding (or any part thereof) in a manner that imposes any penalty or liability on Indemnitee
not paid by the Company without Indemnitee’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.



 






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		8.	Procedures upon Application for Indemnification.



 


		(a)	To obtain indemnification, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation
and information as is reasonably available to Indemnitee and as is reasonably necessary to determine whether and to what extent Indemnitee
is entitled to indemnification following the final disposition of the Proceeding. Any delay in providing the request will not relieve
the Company from its obligations under this Agreement, except to the extent such failure is prejudicial.



 


		(b)	Upon written request by Indemnitee for indemnification pursuant to Section 8(a), a determination with respect to Indemnitee’s
entitlement thereto shall be made as follows, provided that a Change in Control shall not have occurred: (i) by a majority vote of
the Disinterested Directors, even though less than a quorum of the Company’s board of directors; (ii) by a committee of Disinterested
Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Company’s board of
directors; (iii) if there are no such Disinterested Directors or, if a majority of Disinterested Directors so direct, by Independent
Counsel in a written opinion to the Company’s board of directors, a copy of which shall be delivered to Indemnitee; or (iv) if
so directed by the Company’s board of directors, by the stockholders of the Company. If a Change in Control shall have occurred,
then a determination with respect to Indemnitee’s entitlement to indemnification shall be made by Independent Counsel in a written
opinion to the Company’s board of directors, a copy of which shall be delivered to Indemnitee. If it is determined that Indemnitee
is entitled to indemnification, payment to Indemnitee shall be made within 10 days after such determination. Indemnitee shall cooperate
with the person, persons or entity making the determination with respect to Indemnitee’s entitlement to indemnification, including
providing to such person, persons or entity upon reasonable advance request any documentation or information that is not privileged or
otherwise protected from disclosure and that is reasonably available to Indemnitee and reasonably necessary to such determination. Any
costs or expenses (including attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating
with the person, persons or entity making such determination shall be borne by the Company, to the extent permitted by applicable law.



 


		(c)	In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b),
the Independent Counsel shall be selected as provided in this Section 8(c). If a Change in Control shall not have occurred, the Independent
Counsel shall be selected by the Company’s board of directors, and the Company shall give written notice to Indemnitee advising
him or her of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel
shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Company’s board of directors,
in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity
of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within 10 days after
such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection
to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected
does not meet the requirements of “Independent Counsel” as defined in Section 1, and the objection shall set forth with
particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent
Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel
unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 20 days after
the later of (i) submission by Indemnitee of a written request for indemnification pursuant to Section 8(a) and (ii) the
final disposition of the Proceeding, the parties have not agreed upon an Independent Counsel, either the Company or Indemnitee may petition
a court of competent jurisdiction for resolution of any objection that shall have been made by the Company or Indemnitee to the other’s
selection of Independent Counsel and for the appointment as Independent Counsel of a person selected by the court or by such other person
as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act
as Independent Counsel under Section 8(b). Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 10(a),
the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards
of professional conduct then prevailing).



 






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		(d)	The Company shall pay the reasonable fees and expenses of any Independent Counsel and to fully indemnify such counsel against any
and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.



 


		9.	Presumptions and Effect of Certain Proceedings.



 


		(a)	In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination
shall, to the fullest extent not prohibited by law, presume that Indemnitee is entitled to indemnification under this Agreement, and the
Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption by clear and convincing
evidence.



 


		(b)	The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon
a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely
affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner that
he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding,
that Indemnitee had reasonable cause to believe that his or her conduct was unlawful.



 


		(c)	For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith to the extent Indemnitee
relied in good faith on (i) the records or books of account of the Enterprise, including financial statements, (ii) information
supplied to Indemnitee by the officers of the Enterprise in the course of their duties, (iii) the advice of legal counsel for the
Enterprise or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records
given or reports made to the Enterprise by an independent certified public accountant, an appraiser, investment banker or other expert
selected with reasonable care by the Enterprise or its board of directors or any committee of the board of directors. The provisions of
this Section 9(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may
be deemed to have met the applicable standard of conduct set forth in this Agreement.



 


		(d)	Neither the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed
to Indemnitee for purposes of determining the right to indemnification under this Agreement.



 


		10.	Remedies of Indemnitee.



 


		(a)	Subject to Section 10(e), in the event that (i) a determination is made pursuant to Section 9 that Indemnitee is not
entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 6 or 10(d),
(iii) no determination of entitlement to indemnification shall have been made pursuant to Section 8 within 30 days after the
later of the receipt by the Company of the request for indemnification or the final disposition of the Proceeding, (iv) payment of
indemnification pursuant to this Agreement is not made (A) within ten days after a determination has been made that Indemnitee is
entitled to indemnification or (B) with respect to indemnification pursuant to Sections 4, 5 and 10(d), within 30 days after receipt
by the Company of a written request therefor, or (v) the Company or any other person or entity takes or threatens to take any action
to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover
from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an
adjudication by a court of competent jurisdiction of his or her entitlement to such indemnification or advancement of Expenses. Alternatively, Indemnitee,
at his or her option, may seek an award in arbitration with respect to his or her entitlement to such indemnification or advancement of
Expenses, to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association.
Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 12 months following the date on which
Indemnitee first has the right to commence such proceeding pursuant to this Section 10(a); provided, however, that the foregoing
clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 4. The Company
shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration in accordance with this Agreement.



 






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		(b)	Neither (i) the failure of the Company, its board of directors, any committee or subgroup of the board of directors, Independent
Counsel or stockholders to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee
has met the applicable standard of conduct, nor (ii) an actual determination by the Company, its board of directors, any committee
or subgroup of the board of directors, Independent Counsel or stockholders that Indemnitee has not met the applicable standard of
conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct. In the event that a determination
shall have been made pursuant to Section 8 that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration
commenced pursuant to this Section 10 shall be conducted in all respects as a de novo trial, or arbitration, on the merits,
and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant
to this Section 10, the Company shall, to the fullest extent not prohibited by law, have the burden of proving Indemnitee is not
entitled to indemnification or advancement of Expenses, as the case may be, and the burden of proof shall be by clear and convincing evidence.



 


		(c)	To the fullest extent not prohibited by law, the Company shall be precluded from asserting in any judicial proceeding or arbitration
commenced pursuant to this Section 10 that the procedures and presumptions of this Agreement are not valid, binding and enforceable
and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.
If a determination shall have been made pursuant to Section 10 that Indemnitee is entitled to indemnification, the Company shall
be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 10, absent (i) a
misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially
misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.



 


		(d)	To the extent not prohibited by law, the Company shall indemnify Indemnitee against all Expenses incurred by Indemnitee in connection
with any action for indemnification or advancement of Expenses from the Company under this Agreement, any other agreement, the Company’s
certificate of incorporation or bylaws or under any directors’ and officers’ liability insurance policies maintained by the
Company to the extent Indemnitee is successful in such action, and, if requested by Indemnitee, shall (as soon as reasonably practicable,
but in any event no later than 30 days, after receipt by the Company of a written request therefor) advance such Expenses to Indemnitee,
subject to the provisions of Section 6. Indemnitee hereby undertakes to repay such advances to the extent the Indemnitee is ultimately
unsuccessful in such action or arbitration.



 


		(e)	Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification shall be required
to be made prior to the final disposition of the Proceeding.



 


		11.	Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement
is unavailable to Indemnitee, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts incurred by Indemnitee,
whether for Expenses, judgments, fines or amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable
event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding
in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the events and transactions giving
rise to such Proceeding; and (ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees
and agents) in connection with such events and transactions.



 






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		12.	Non-Exclusivity. The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not
be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate
of incorporation or bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. To the extent that a change
in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded
currently under the Company’s certificate of incorporation and bylaws and this Agreement, it is the intent of the parties hereto
that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change, subject to the restrictions expressly set
forth herein or therein. Except as expressly set forth herein, no right or remedy herein conferred is intended to be exclusive of any
other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder
or now or hereafter existing at law or in equity or otherwise. Except as expressly set forth herein, the assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.



 


		13.	Primary Responsibility. The Company acknowledges that to the extent Indemnitee is serving as a director on the Company’s
board of directors at the request or direction of a private equity or venture capital fund or other entity and/or certain of its affiliates
(collectively, the “Secondary Indemnitors”), Indemnitee may have certain rights to indemnification and
advancement of expenses provided by such Secondary Indemnitors. The Company agrees that, as between the Company and the Secondary Indemnitors,
the Company is primarily responsible for amounts required to be indemnified or advanced under the Company’s certificate of incorporation
or bylaws or this Agreement and any obligation of the Secondary Indemnitors to provide indemnification or advancement for the same amounts
is secondary to those Company obligations. To the extent not in contravention of any insurance policy or policies providing liability
or other insurance for the Company or any director, trustee, general partner, managing member, officer, employee, agent or fiduciary of
the Company or any other Enterprise, the Company waives any right of contribution or subrogation against the Secondary Indemnitors with
respect to the liabilities for which the Company is primarily responsible under this Section 13. In the event of any payment by the
Secondary Indemnitors of amounts otherwise required to be indemnified or advanced by the Company under the Company’s certificate
of incorporation or bylaws or this Agreement, the Secondary Indemnitors shall be subrogated to the extent of such payment to all of the
rights of recovery of Indemnitee for indemnification or advancement of expenses under the Company’s certificate of incorporation
or bylaws or this Agreement or, to the extent such subrogation is unavailable and contribution is found to be the applicable remedy, shall
have a right of contribution with respect to the amounts paid. The Secondary Indemnitors are express third-party beneficiaries of the
terms of this Section 13.



 


		14.	No Duplication of Payments. Subject to Section 13, the Company shall not be liable under this Agreement to make any payment
of amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee has
otherwise actually received payment for such amounts under any insurance policy, contract, agreement or otherwise.



 


		15.	Insurance. To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors,
trustees, general partners, managing members, officers, employees, agents or fiduciaries of the Company or any other Enterprise, Indemnitee
shall be covered by such policy or policies to the same extent as the most favorably-insured persons under such policy or policies in
a comparable position.



 


		16.	Subrogation. Subject to Section 13, in the event of any payment under this Agreement, the Company shall be subrogated
to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action
necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce
such rights.



 


		17.	Services to the Company. Indemnitee agrees to serve as a director or officer of the Company or, at the request of the Company,
as a director, trustee, general partner, managing member, officer, employee, agent or fiduciary of another Enterprise, for so long as
Indemnitee is duly elected or appointed or until Indemnitee tenders his or her resignation or is removed from such position. Indemnitee
may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by
operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This
Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee.
Indemnitee specifically acknowledges that any employment with the Company (or any of its subsidiaries or any Enterprise) is at will, and
Indemnitee may be discharged at any time for any reason, with or without cause, with or without notice, except as may be otherwise expressly
provided in any executed, written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise),
any existing formal severance policies adopted by the Company’s board of directors or, with respect to service as a director or
officer of the Company, the Company’s certificate of incorporation or bylaws or the DGCL. No such document shall be subject to any
oral modification thereof.



 






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		18.	Duration. All agreements and obligations of the Company contained herein will continue during the period Indemnitee is an Agent
of the Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise) and will continue thereafter so long as Indemnitee will be subject to any proceeding by reason
of his or her corporate status as an Agent, whether or not he or she is acting or serving in any such capacity at the time any liability
or expense is incurred for which indemnification can be provided under this Agreement. This Agreement will be binding on and inure to
the benefit of and be enforceable by the parties of this Agreement and their respective successors (including any direct or indirect successor
by purchase, merger, consolidation, or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses,
heirs, executors, and personal and legal representatives.



 


		19.	Successors. This Agreement shall be binding upon the Company and its successors and assigns, including any direct or indirect
successor, by purchase, merger, consolidation or otherwise, to all or substantially all of the business or assets of the Company, and
shall inure to the benefit of Indemnitee and Indemnitee’s heirs, executors and administrators. Further, the Company shall require
and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all or substantially all of the
business or assets of the Company, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and
to the same extent that the Company would be required to perform if no such succession had taken place.



 


		20.	Severability. Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail
to do any act in violation of applicable law. The Company’s inability, pursuant to court order or other applicable law, to perform
its obligations under this Agreement shall not constitute a breach of this Agreement. If any provision or provisions of this Agreement
shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (i) the validity, legality and enforceability of
the remaining provisions of this Agreement (including without limitation, each portion of any section of this Agreement containing any
such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way
be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (ii) such provision or provisions
shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties
hereto; and (iii) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of
any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid,
illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.



 


		21.	Enforcement. The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations
imposed on it hereby in order to induce Indemnitee to serve as a director or officer of the Company, and the Company acknowledges that
Indemnitee is relying upon this Agreement in serving as a director or officer of the Company.



 


		22.	Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter
hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the
subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Company’s
certificate of incorporation and bylaws and applicable law.



 


		23.	Modification and Waiver. No supplement, modification or amendment to this Agreement shall be binding unless executed in writing
by the parties hereto. No amendment, alteration or repeal of this Agreement shall adversely affect any right of Indemnitee under this
Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration
or repeal. No waiver of any of the provisions of this Agreement shall constitute or be deemed a waiver of any other provision of this
Agreement nor shall any waiver constitute a continuing waiver.



 






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		24.	Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered
or certified mail, postage prepaid, sent by facsimile or electronic mail or otherwise delivered by hand, messenger or courier service
addressed:



 


		(a)	if to Indemnitee, to Indemnitee’s address, facsimile number or electronic mail address as shown on the signature page of
this Agreement or in the Company’s records, as may be updated in accordance with the provisions hereof; or



 


		(b)	if to the Company, to Wag! Group Co., 55 Francisco Street, Suite 360, San Francisco, California 94133, Attention: General Counsel,
or at such other current address as the Company shall have furnished to Indemnitee, 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.



 


Each such notice or other communication shall for all purposes of this
Agreement be treated as effective or having been given (i) if delivered by hand, messenger or courier service, when delivered (or
if sent via a nationally-recognized overnight courier service, freight prepaid, specifying next-business-day delivery, one business
day after deposit with the courier), or (ii) if sent via mail, at the earlier of its receipt or five days after the same has been
deposited in a regularly-maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid, or (iii) if
sent via facsimile, upon confirmation of facsimile transfer or, if sent via electronic mail, upon confirmation of delivery when directed
to the relevant electronic mail address, if sent during normal business hours of the recipient, or if not sent during normal business
hours of the recipient, then on the recipient’s next business day.


 


		25.	Applicable Law and Consent to Jurisdiction. This Agreement shall be governed by, and construed and enforced in accordance with,
the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee
pursuant to Section 10(a), the Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding
arising out of or in connection with this Agreement shall be brought only in the Delaware Court of Chancery, and not in any other state
or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction
of the Delaware Court of Chancery for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) appoint,
to the extent such party is not otherwise subject to service of process in the State of Delaware, The Corporation Trust Company, Wilmington,
Delaware as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such
action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State
of Delaware, (iv) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court of Chancery,
and (v) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court of Chancery
has been brought in an improper or inconvenient forum.



 


		26.	Counterparts. This Agreement may be executed in two or more counterparts, each of which shall for all purposes be deemed to
be an original but all of which together shall constitute one and the same Agreement. This Agreement may also be executed and delivered
by facsimile signature and in counterparts, each of which shall for all purposes be deemed to be an original but all of which together
shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs
to be produced to evidence the existence of this Agreement.



 


		27.	Captions. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute
part of this Agreement or to affect the construction thereof.



 


(signature page follows)


 






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The parties are signing this Indemnification Agreement as of the date
stated in the introductory sentence.


 


	 	WAG! GROUP CO.


 


	 	By:	 
	 	 	 
	 	Name:	Garrett Smallwood
	 	 	 
	 	Title:	Chief Executive Officer


 


	 	 	 
	 	
    [INDEMNITEE NAME]

	 	 
	 	By:	 
	 	 
	 	Address:	           
	 	 	 


 


[Signature
page to Indemnification Agreement]