Exhibit 10.19


 


TRANSFIX, INC.


 


2019 STOCK PLAN


 


NOTICE OF STOCK OPTION GRANT


 


[Optionee Name]


[Optionee Address Line 1]


[Optionee Address Line 2]


 


You have been granted an option to purchase Common Stock of
Transfix, Inc., a Delaware corporation (the “Company”),
as follows:


 


	Date of Grant:	See Carta
	Exercise Price Per Share:	$ See Carta
	Total Number of Shares:	See Carta
	Total Exercise Price:	$ See Carta
	Type of Option:	
    See CartaIncentive Stock Option

    See CartaNonstatutory Stock Option

	Expiration Date:	See Carta
	Vesting Commencement Date:	See Carta
	Vesting/Exercise Schedule:	So long as your Continuous Service Status does not terminate, the Shares
    underlying this Option shall vest and become exercisable in accordance with the following schedule: See Carta
	Termination Period:	You may exercise this Option for 3 months after termination of your Continuous Service Status except as set out in Section 5 of the Stock Option Agreement (but in no event later than the Expiration Date). You are responsible for keeping track of these exercise periods following the termination of your Continuous Service Status for any reason. The Company will not provide further notice of such periods.
	Transferability:	You may not transfer this Option except as set out in Section 6 of the Stock Option Agreement. You must obtain Company approval prior to any transfer of the Shares received upon exercise of this Option.


 






    


     


    

 


By your signature and the
signature of the Company’s representative below, you and the Company agree that this Option is granted under and governed by the
terms and conditions of this Notice and the Transfix, Inc. 2019 Stock Plan and Option Agreement, both of which are attached to and
made a part of this Notice. Please note that awards may only be granted under the 2019 Stock Plan to individuals who are “accredited
investors” (within the meaning of Rule 501 promulgated under the Securities Act) on the date of grant of the award. You
hereby confirm that you qualify as such an accredited investor on the Date of Grant.


 


In addition, you agree and
acknowledge that your rights to any Shares underlying this Option will be earned only as you provide services to the Company over time,
that the grant of this Option is not as consideration for services you rendered to the Company prior to your date of hire, and that nothing
in this Notice or the attached documents confers upon you any right to continue your employment or consulting relationship with the Company
for any period of time, nor does it interfere in any way with your right or the Company’s right to terminate that relationship at
any time, for any reason, with or without cause. Also, to the extent applicable, the Exercise Price Per Share has been set in good faith
compliance with the applicable guidance issued by the IRS under Section 409A of the Code. However, there is no guarantee that the
IRS will agree with the valuation, and by signing below, you agree and acknowledge that the Company, its Board, officers, employees, agents
and stockholders shall not be held liable for any applicable costs, taxes, or penalties associated with this Option if, in fact, the IRS
or any other person (including, without limitation, a successor corporation or an acquirer in a Change of Control) were to determine that
this Option constitutes deferred compensation under Section 409A of the Code. You should consult with your own tax advisor concerning
the tax consequences of such a determination by the IRS. For purposes of this paragraph, the term “Company” will be interpreted
to include any Parent, Subsidiary or Affiliate.


 


	 	THE COMPANY:

                                               

                                              TRANSFIX, INC.

	 	 	 
	 	By:	
	 	 	(Signature)
	 	 	 
	 	Name:	
	 	Title:	
	 	 	 
	 	OPTIONEE:
	 	 
	 	 
	 	(PRINT NAME)
	 	 
	 	 
	 	(Signature)
	 	 
	 	Address:
	 	 
	 	 
	 	 




 






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TRANSFIX, INC.


 


2019 STOCK PLAN


 


STOCK OPTION AGREEMENT


 


1.          Grant
of Option. Transfix, Inc., a Delaware corporation (the “Company”),
hereby grants to the person (“Optionee”) named
in the Notice of Stock Option Grant (the “Notice”),
an option (the “Option”) to purchase the total
number of shares of Common Stock (the “Shares”)
set forth in the Notice, at the exercise price per Share set forth in the Notice (the “Exercise
Price”) subject to the terms, definitions and provisions of the Transfix, Inc. 2019 Stock Plan (the “Plan”)
adopted by the Company, which is incorporated in this Stock Option Agreement (this “Agreement”)
by reference. Unless otherwise defined in this Agreement, the terms used in this Agreement or the Notice shall have the meanings defined
in the Plan.


 


2.          Designation
of Option. This Option is intended to be an Incentive Stock Option as defined in Section 422 of the Code only to the extent
so designated in the Notice, and to the extent it is not so designated or to the extent this Option does not qualify as an Incentive Stock
Option, it is intended to be a Nonstatutory Stock Option.


 


Notwithstanding the
above, if designated as an Incentive Stock Option, in the event that the Shares subject to this Option (and all other incentive
stock options granted to Optionee by the Company or any Parent or Subsidiary, including under other plans) that first become
exercisable in any calendar year have an aggregate fair market value (determined for each Share as of the date of grant of the
option covering such Share) in excess of $100,000, the Shares in excess of $100,000 shall be treated as subject to a nonstatutory
stock option, in accordance with Section 5(c) of the Plan.


 


3.          Exercise
of Option. This Option shall be exercisable during its term in accordance with the Vesting/Exercise Schedule set out in the Notice
and with the provisions of Section 7(c) of the Plan as follows:


 


		(a)	Right to Exercise.



 


		(i)	This Option may not be exercised for a fraction of a share.



 


(ii)          In
the event of Optionee’s death, Disability or other termination of Continuous Service Status, the exercisability of this Option is
governed by Section 5 below, subject to the limitations contained in this Section 3.


 


(iii)          In no event may this Option be exercised
after the Expiration Date set forth in the Notice.


 






    


     


    

 


		(b)	Method of Exercise.



 


(i)          This
Option shall be exercisable by execution and delivery of the Exercise Agreement attached hereto as Exhibit A or of any
other form of written notice approved for such purpose by the Company which shall state Optionee’s election to exercise this
Option, the number of Shares in respect of which this Option is being exercised, and such other representations and agreements as to
the holder’s investment intent with respect to such Shares as may be required by the Company pursuant to the provisions of the
Plan. Such written notice shall be signed by Optionee and shall be delivered to the Company by such means as are determined by the
Company in its discretion to constitute adequate delivery. The written notice shall be accompanied by payment of the aggregate
Exercise Price for the purchased Shares.


 


(ii)          As
a condition to the exercise of this Option and as further set forth in Section 9 of the Plan, Optionee agrees to make adequate provision
for federal, state or other applicable tax, withholding, required deductions or other payments, if any, which arise upon the grant, vesting
or exercise of this Option, or disposition of Shares, whether by withholding, direct payment to the Company, or otherwise, as determined
by the Company in its sole discretion.


 


(iii)          The
Company is not obligated, and will have no liability for failure, to issue or deliver any Shares upon exercise of this Option unless such
issuance or delivery would comply with the Applicable Laws, with such compliance determined by the Company in consultation with its legal
counsel. This Option may not be exercised until such time as the Plan has been approved by the holders of capital stock of the Company,
or if the issuance of such Shares upon such exercise or the method of payment of consideration for such Shares would constitute a violation
of any Applicable Laws, including any applicable U.S. federal or state securities laws or any other law or regulation, including any rule under
Part 221 of Title 12 of the Code of Federal Regulations as promulgated by the Federal Reserve Board. As a condition to the exercise
of this Option, the Company may require Optionee to make any representation and warranty to the Company as may be required by the Applicable
Laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to Optionee on the date on which this
Option is exercised with respect to such Shares.


 


(iv)          Subject
to compliance with Applicable Laws, this Option shall be deemed to be exercised upon receipt by the Company of the appropriate written
notice of exercise accompanied by the Exercise Price and the satisfaction of any applicable obligations described in Section 3(b)(ii) above.


 


4.          Method
of Payment. Payment of the Exercise Price shall be by cash or check or, following the initial public offering of the Company’s
Common Stock, by Cashless Exercise pursuant to which the Optionee delivers an irrevocable direction to a securities broker (on a form
prescribed by the Company and according to a procedure established by the Company).


 


5.          Termination
of Relationship. Following the date of termination of Optionee’s Continuous Service Status for any reason (the “Termination
Date”), Optionee may exercise this Option only as set forth in the Notice and this Section 5. If Optionee does
not exercise this Option within the Termination Period set forth in the Notice or the termination periods set forth below, this Option
shall terminate in its entirety. In no event, may any Option be exercised after the Expiration Date of this Option as set forth in the
Notice.


 


(a)          General
Termination. In the event of termination of
Optionee’s Continuous Service Status other than as a result of Optionee’s Disability or death or Optionee’s
termination for Cause, Optionee may, to the extent Optionee is vested in the Optioned Stock, exercise this Option during the
Termination Period set forth in the Notice.


 






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(b)          Termination
upon Disability of Optionee. In the event of termination of Optionee’s Continuous Service Status as a result of Optionee’s
Disability, Optionee may, but only within 12 months following the Termination Date, exercise this Option to the extent Optionee is vested
in the Optioned Stock.


 


(c)          Death
of Optionee. In the event of termination of Optionee’s Continuous Service Status as a result of Optionee’s death,
or in the event of Optionee’s death within 3 months following Optionee’s Termination Date, this Option may be exercised at
any time within 12 months following the Termination Date, or if later, 12 months following the date of death by any beneficiaries designated
in accordance with Section 16 of the Plan or, if there are no such beneficiaries, by the Optionee’s estate, or by a person
who acquired the right to exercise the Option by bequest or inheritance, but only to the extent Optionee is vested in the Optioned Stock.


 


(d)          Termination
for Cause. In the event of termination of Optionee’s Continuous Service Status for Cause, this Option (including any vested
portion thereof) shall immediately terminate in its entirety upon first notification to Optionee of such termination for Cause. If Optionee’s
Continuous Service Status is suspended pending an investigation of whether Optionee’s Continuous Service Status will be terminated
for Cause, all Optionee’s rights under this Option, including the right to exercise this Option, shall be suspended during the investigation
period.


 


6.          Non-Transferability
of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and
may be exercised during the lifetime of Optionee only by him or her. The terms of this Option shall be binding upon the executors, administrators,
heirs, successors and assigns of Optionee.


 


7.          Lock-Up
Agreement. If so requested by the Company or the underwriters in connection with the initial public offering of the Company’s
securities registered under the Securities Act of 1933, as amended, Optionee shall not sell, make any short sale of, loan, grant any option
for the purchase of, or otherwise dispose of any securities of the Company however or whenever acquired (except for those being registered)
without the prior written consent of the Company or such underwriters, as the case may be, for 180 days from the effective date of the
registration statement, plus such additional period, to the extent required by FINRA rules, up to a maximum of 216 days from the effective
date of the registration statement, and Optionee shall execute an agreement reflecting the foregoing as may be requested by the underwriters
at the time of such offering.


 


8.          Effect
of Agreement. Optionee acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms
and provisions thereof (and has had an opportunity to consult counsel regarding the Option terms), and hereby accepts this Option
and agrees to be bound by its contractual terms as set forth herein and in the Plan. Optionee hereby agrees to accept as binding,
conclusive and final all decisions and interpretations of the Administrator regarding any questions relating to this Option. In the
event of a conflict between the terms and provisions of the Plan and the terms and provisions of the Notice and this Agreement, the
Plan terms and provisions shall prevail.


 






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9.          Imposition
of Other Requirements. The Company reserves the right to impose other requirements on Optionee’s participation in the Plan,
on the Option and on any Award or Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in
order to comply with Applicable Laws or facilitate the administration of the Plan. Optionee agrees to sign any additional agreements or
undertakings that may be necessary to accomplish the foregoing. Furthermore, Optionee acknowledges that the laws of the country in which
Optionee is working at the time of grant, vesting and exercise of the Option or the sale of Shares received pursuant to this Agreement
(including any rules or regulations governing securities, foreign exchange, tax, labor, or other matters) may subject Optionee to
additional procedural or regulatory requirements that Optionee is and will be solely responsible for and must fulfill.


 


10.          Electronic
Delivery. The Company may, in its sole discretion, decide to deliver any documents related to Optionee’s current or future
participation in the Plan by electronic means or to request Optionee’s consent to participate in the Plan by electronic means. Optionee
hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic
system established and maintained by the Company or a third party designated by the Company.


 


		11.	Miscellaneous.



 


(a)          Governing
Law. The validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant hereto
and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the state
of New York, without giving effect to principles of conflicts of law. For purposes of litigating any dispute that may arise directly or
indirectly from this Agreement, the parties hereby submit and consent to the exclusive jurisdiction of the state of New York and agree
that any such litigation shall be conducted only in the courts of New York or the federal courts of the United States located in New York
and no other courts.


 


(b)          Entire
Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein
and supersedes all prior or contemporaneous discussions, understandings and agreements, whether oral or written, between them relating
to the subject matter hereof.


 


(c)          Amendments
and Waivers. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective
unless in writing signed by the parties to this Agreement. No delay or failure to require performance of any provision of this Agreement
shall constitute a waiver of that provision as to that or any other instance.


 


(d)          Successors
and Assigns. Except as otherwise provided in this Agreement, this Agreement, and the rights and obligations of the parties
hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators
and legal representatives. The Company may assign any of its rights and obligations under this Agreement. No other party to this
Agreement may assign, whether voluntarily or by operation of law, any of its rights and obligations under this Agreement, except
with the prior written consent of the Company.


 






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(e)          Notices.
Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be deemed sufficient
when delivered personally or by overnight courier or sent by email, or 48 hours after being deposited in the U.S. mail as certified or
registered mail with postage prepaid, addressed to the party to be notified at such party’s address as set forth on the signature
page, as subsequently modified by written notice, or if no address is specified on the signature page, at the most recent address set
forth in the Company’s books and records.


 


(f)          Severability.
If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such
provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision,
then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if
such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.


 


(g)          Construction.
This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel,
if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed
in favor of or against any one of the parties hereto.


 


(h)          Counterparts.
This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original,
and all of which together shall constitute one and the same agreement.


 






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EXHIBIT A


 


TRANSFIX, INC.


 


2019
STOCK PLAN


 


EXERCISE AGREEMENT


 


This
Exercise Agreement (this “Agreement”) is
made as of                                   ,
by and between Transfix, Inc., a Delaware corporation (the “Company”),
and                                               (“Purchaser”).
To the extent any capitalized terms used in this Agreement are not defined, they shall have the meaning ascribed to them in the
Company’s 2019 Stock Plan (the “Plan”)
and the Option Agreement (as defined below).


 


1.          Exercise
of Option. Subject to the terms and conditions hereof, Purchaser hereby elects to exercise his or her option to purchase                             shares
of the Common Stock (the “Shares”) of the Company
under and pursuant to the Plan, the Notice of Stock Option Grant and the Stock Option Agreement granted                             (the
 “Option Agreement”). The purchase price for
the Shares shall be $                         per
Share for a total purchase price of $                           . The term “Shares”
refers to the purchased Shares and all securities received in connection with the Shares pursuant to stock dividends or splits, all securities
received in replacement of the Shares in a recapitalization, merger, reorganization, exchange or the like, and all new, substituted or
additional securities or other property to which Purchaser is entitled by reason of Purchaser’s ownership of the Shares.


 


2.          Time
and Place of Exercise. The purchase and sale of the Shares under this Agreement shall occur at the principal office of the Company
simultaneously with the execution and delivery of this Agreement, the payment of the aggregate exercise price by any method listed in
Section 4 of the Option Agreement, and the satisfaction of any applicable tax, withholding, required deductions or other payments,
all in accordance with the provisions of Section 3(b) of the Option Agreement. The Company shall issue the Shares to Purchaser
by entering such Shares in Purchaser’s name as of such date in the books and records of the Company or, if applicable, a duly authorized
transfer agent of the Company, against payment of the exercise price therefor by Purchaser. The Company will deliver to Purchaser a stock
certificate or, in the case of uncertificated securities, notice of issuance, for the Shares as soon as practicable following such date.


 


3.          Limitations
on Transfer. Purchaser acknowledges and agrees that the Shares purchased under this Agreement are subject to (i) the transfer
restrictions set forth in Section 12 of the Plan, (ii) the terms and conditions that apply to the Company’s Common Stock,
as set forth in the Company’s Bylaws, including (without limitation) certain transfer restrictions set forth in Section 8.9
of the Company’s Bylaws, as may be in effect at the time of any proposed transfer (the “Bylaw
Provisions”), and (iii) any other limitation or restriction on transfer created by Applicable Laws. Purchaser
shall not assign, encumber or dispose of any interest in the Shares except to the extent permitted by, and in compliance with, Section 12
of the Plan, the Bylaw Provisions, Applicable Laws, and the provisions below.


 






    


     


    

 


(a)          Transfer
Restrictions; Right of First Refusal. Before any Shares held by Purchaser or any transferee of Purchaser (either being sometimes
referred to herein as the “Holder”) may be sold
or otherwise transferred (including transfer by gift or operation of law), the Company shall first, to the extent the Company’s
approval is required by the Plan or any applicable Bylaw Provisions, have the right to approve such sale or transfer, in full or in part,
and shall then have the right to purchase all or any part of the Shares proposed to be sold or transferred, in each case, in its sole
and absolute discretion (the “Right of First Refusal”).
If the Holder would like to sell or transfer any Shares, the Holder must provide the Company or its assignee(s) with Notice (as defined
below) requesting approval to sell or transfer the Shares and offering the Company or its assignee(s) a Right of First Refusal on
the same terms and conditions set forth in this Section 3(a). The Company may either (1) exercise its Right of First Refusal
in full or in part and purchase such Shares pursuant to this Section 3(a), (2) decline to exercise its Right of First Refusal
in full or in part and permit the transfer of such Shares to the Proposed Transferee (as defined below) in full or in part, or (3) decline
to exercise its Right of First Refusal in full or in part and, to the extent the Company’s approval is required by the Plan or any
applicable Bylaw Provisions, decline the request to sell or transfer of the Shares in full or in part.


 


(i)          Notice
of Proposed Transfer. The Holder of the Shares shall deliver to the Company a written notice (the “Notice”)
stating: (A) the Holder’s desire to sell or otherwise transfer such Shares; (B) the name of each proposed purchaser or
other transferee (“Proposed Transferee”); (C) the
number of Shares to be transferred to each Proposed Transferee; (D) the terms and conditions of each proposed sale or transfer, including
(without limitation) the purchase price for such Shares (the “Purchase
Price”); and (E) the Holder’s offer to the Company or its assignee(s) to purchase the Shares at the
Purchase Price and upon the same terms (or terms as similar as reasonably possible).


 


(ii)          Exercise
of Right of First Refusal. At any time within 30 days after receipt of the Notice, the Company and/or its assignee(s) may,
by giving written notice to the Holder indicating whether the Company and/or its assignee(s) elect to permit or reject the proposed
sale or transfer, in full or in part, and/or elect to accept or decline the offer to purchase any or all of the Shares proposed to be
sold or transferred to any one or more of the Proposed Transferees, at the Purchase Price, provided that if the Purchase Price consists
of no legal consideration (as, for example, in the case of a transfer by gift), the purchase price will be the fair market value of the
Shares as determined in good faith by the Company. If the Purchase Price includes consideration other than cash, the cash equivalent value
of the non-cash consideration shall be determined by the Company in good faith.


 


(iii)          Payment.
Payment of the Purchase Price shall be made, at the election of the Company or its assignee(s), in cash (by check), by cancellation
of all or a portion of any outstanding indebtedness, or by any combination thereof within 60 days after receipt of the Notice or in the
manner and at the times set forth in the Notice.


 






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(iv)          Holder’s
Right to Transfer. If any of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are both
(A) not purchased by the Company and/or its assignee(s) as provided in this Section 3(a) and
(B) approved by the Company to be sold or transferred, then the Holder may sell or otherwise transfer any such Shares to the
applicable Proposed Transferee at the Purchase Price or at a higher price, provided that such sale or other transfer is consummated
within 120 days after the date of the Notice; provided that any such sale or other transfer is also effected in accordance with the
Bylaw Provisions, the transfer restrictions set forth in the Plan and any Applicable Laws and the Proposed Transferee agrees in
writing that the Plan, the Bylaw Provisions and the provisions of the Option Agreement and this Agreement, including this
Section 3 and the waiver of statutory information rights in Section 8 shall continue to apply to the Shares in the hands
of such Proposed Transferee. The Company, in consultation with its legal counsel, may require the Holder to provide an opinion of
counsel evidencing compliance with Applicable Laws. If the Shares described in the Notice are not transferred to the Proposed
Transferee within such period, or if the Holder proposes to change the price or other terms to make them more favorable to the
Proposed Transferee, a new Notice shall be given to the Company, and the Company and/or its assignees shall again have the right to
approve such transfer and be offered the Right of First Refusal.


 


(v)          Exception
for Certain Family Transfers. Anything to the contrary contained in this Section 3(a) notwithstanding, the transfer
of any or all of the Shares during Holder’s lifetime or on Holder’s death by will or intestacy to Holder’s Immediate
Family or a trust for the benefit of Holder’s Immediate Family shall be exempt from the provisions of this Section 3(a). “Immediate
Family” as used herein shall mean lineal descendant or antecedent, spouse (or spouse’s antecedents), father,
mother, brother or sister (or their descendants), stepchild (or their antecedents or descendants), aunt or uncle (or their antecedents
or descendants), brother-in-law or sister-in-law (or their antecedents or descendants) and shall include adoptive relationships, or any
person sharing Holder’s household (other than a tenant or employee). In such case, the transferee or other recipient shall receive
and hold the Shares so transferred subject to the provisions of the Plan, the Bylaw Provisions and the provisions of the Option Agreement
and this Agreement, including this Section 3 and Section 8, and there shall be no further transfer of such Shares except in
accordance with the terms of this Section 3, the Plan, and the Bylaw Provisions.


 


(b)          Company’s
Right to Purchase upon Involuntary Transfer. In the event of any transfer by operation of law or other involuntary transfer (including
death or divorce, but excluding a transfer to Immediate Family as set forth in Section 3(a)(v) above) of all or a portion of
the Shares by the record holder thereof, the Company shall have an option to purchase any or all of the Shares transferred at the Fair
Market Value of the Shares on the date of transfer (as determined by the Company in its sole discretion). Upon such a transfer, the Holder
shall promptly notify the Secretary of the Company of such transfer. The right to purchase such Shares shall be provided to the Company
for a period of 30 days following receipt by the Company of written notice from the Holder.


 


(c)          Assignment.
The right of the Company to purchase any part of the Shares may be assigned in whole or in part to any holder or holders of capital
stock of the Company or other persons or organizations.


 


(d)          Restrictions
Binding on Transferees. All transferees of Shares or any interest therein will receive and hold such Shares or interest
subject to the Plan, the Bylaw Provisions, the provisions of the Option Agreement and this Agreement, including, without limitation,
Sections 3 and 8 of this Agreement, Section 7 of the Option Agreement and Section 12 of the Plan. Any sale or transfer of
the Shares shall be void unless the provisions of this Agreement are satisfied.


 






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(e)          Termination
of Rights. The transfer restrictions set forth in Section 3(a) above and Section 12 of the Plan, the Right of First
Refusal granted the Company by Section 3(a) above and the option to repurchase the Shares in the event of an involuntary transfer
granted the Company by Section 3(b) above shall terminate upon the first sale of Common Stock of the Company to the general
public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the “Securities Act”)
(other than a registration statement relating solely to the issuance of Common Stock pursuant to a business combination or an employee
incentive or benefit plan) or any transfer or conversion of Shares made pursuant to a statutory merger or statutory consolidation of the
Company with or into another corporation or corporations if the common stock of the surviving corporation or any direct or indirect parent
corporation thereof is registered under the Exchange Act. Upon termination of such transfer restrictions, the Company will remove any
stop-transfer notices referred to in Section 6(b) below and related to the restrictions in this Section 3 and a new stock
certificate or, in the case of uncertificated securities, notice of issuance, for the Shares not repurchased shall be issued, on request,
without the legend referred to in Section 6(a)(ii) below and delivered to Holder.


 


(f)          Lock-Up
Agreement. The lock-up provisions set forth in Section 7 of the Option Agreement shall apply to the Shares issued upon exercise
of the Option hereunder and Purchaser reaffirms Purchaser’s obligations set forth therein.


 


4.          Investment
and Taxation Representations. In connection with the purchase of the Shares, Purchaser represents to the Company the following:


 


(a)          Purchaser
represents that he or she is an “accredited investor” as that term is defined in Section 501(a) under Regulation
D promulgated by the Securities and Exchange Commission under the Securities Act.


 


(b)          Purchaser
is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to
reach an informed and knowledgeable decision to acquire the Shares. Purchaser is purchasing the Shares for investment for Purchaser’s
own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of
the Securities Act or under any applicable provision of state law. Purchaser does not have any present intention to transfer the Shares
to any other person or entity.


 


(c)          Purchaser
understands that the Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption
depends upon, among other things, the bona fide nature of Purchaser’s investment intent as expressed herein.


 


(d)          Purchaser
further acknowledges and understands that the securities must be held indefinitely unless they are subsequently registered under the
Securities Act or an exemption from such registration is available. Purchaser further acknowledges and understands that the Company
is under no obligation to register the securities.


 






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(e)          Purchaser
is familiar with the provisions of Rule 144, promulgated under the Securities Act, which, in substance, permits limited public resale
of “restricted securities” acquired, directly or indirectly, from the issuer of the securities (or from an affiliate of such
issuer), in a non-public offering subject to the satisfaction of certain conditions. Purchaser understands that the Company provides no
assurances as to whether he or she will be able to resell any or all of the Shares pursuant to Rule 144, which rule requires,
among other things, that the Company be subject to the reporting requirements of the Exchange Act, that resales of securities take place
only after the holder of the Shares has held the Shares for certain specified time periods, and under certain circumstances, that resales
of securities be limited in volume and take place only pursuant to brokered transactions. Notwithstanding this Section 4(e), Purchaser
acknowledges and agrees to the restrictions set forth in Section 4(f) below.


 


(f)          Purchaser
further understands that in the event all of the applicable requirements of Rule 144 are not satisfied, registration under the Securities
Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rule 144
is not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private
placement securities other than in a registered offering and otherwise than pursuant to Rule 144 will have a substantial burden of
proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective
brokers who participate in such transactions do so at their own risk.


 


(g)          Purchaser
represents that Purchaser is not subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to
(viii) under the Securities Act. Purchaser also agrees to notify the Company if Purchaser becomes subject to such disqualifications
after the date hereof.


 


(h)          Purchaser
understands that Purchaser may suffer adverse tax consequences as a result of Purchaser’s purchase or disposition of the Shares.
Purchaser represents that Purchaser has consulted any tax consultants Purchaser deems advisable in connection with the purchase or disposition
of the Shares and that Purchaser is not relying on the Company for any tax advice.


 


5.          Voting
Provisions. As a condition precedent to entering into this Agreement, at the request of the Company, Purchaser shall become a
party to any voting agreement to which the Company is a party at the time of Purchaser’s execution and delivery of this Agreement,
as such voting agreement may be thereafter amended from time to time (the “Voting Agreement”), by executing an adoption
agreement or counterpart signature page agreeing to be bound by and subject to the terms of the Voting Agreement and to vote the
Shares in the capacity of a “Common Holder” and a “Stockholder,” as such terms may be defined in the Voting Agreement.


 






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		6.	Restrictive Legends and Stop-Transfer Orders.



 


(a)          Legends.
Any stock certificate or, in the case of uncertificated securities, notice of issuance, for the Shares shall bear the following legends
(as well as any legends required by the Company or applicable state and federal corporate and securities laws):


 


(i)          “THE
SECURITIES REFERENCED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT
WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION
IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.”


 


(ii)          “THE
SECURITIES REFERENCED HEREIN MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER,
A COPY OF WHICH IS ON FILE WITH AND MAY BE OBTAINED FROM THE SECRETARY OF THE COMPANY AT NO CHARGE.”


 


(iii)          “THE
TRANSFER OF SECURITIES REFERENCED HEREIN IS SUBJECT TO RESTRICTIONS REQUIRING APPROVAL OF THE COMPANY PURSUANT TO AND IN ACCORDANCE WITH
THE COMPANY’S STOCK PLAN, A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS.
THE COMPANY SHALL NOT REGISTER OR OTHERWISE RECOGNIZE OR GIVE EFFECT TO ANY PURPORTED TRANSFER OF SHARES OF STOCK THAT DOES NOT COMPLY
WITH THE COMPANY’S STOCK PLAN.”


 


		(iv)	Any legend required by the Voting Agreement, as applicable.



 


(b)          Stop-Transfer
Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue
appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities,
it may make appropriate notations to the same effect in its own records.


 


(c)          Refusal
to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred
in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or
pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.


 


7.          No
Employment Rights. Nothing in this Agreement shall affect in any manner whatsoever the right or power of the Company, or a parent,
subsidiary or affiliate of the Company, to terminate Purchaser’s employment or consulting relationship, for any reason, with or
without cause.


 






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8.          Waiver
of Statutory Information Rights. Purchaser acknowledges and understands that, but for the waiver made herein, Purchaser would
be entitled, upon written demand under oath stating the purpose thereof, to inspect for any proper purpose, and to make copies and extracts
from, the Company’s stock ledger, a list of its stockholders, and its other books and records, and the books and records of subsidiaries
of the Company, if any, under the circumstances and in the manner provided in Section 220 of the Delaware General Corporation Law
(any and all such rights, and any and all such other rights of Purchaser as may be provided for in Section 220, the “Inspection
Rights”). In light of the foregoing, until the first sale of Common Stock of the Company to the general public pursuant
to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act of 1933,
as amended, Purchaser hereby unconditionally and irrevocably waives the Inspection Rights, whether such Inspection Rights would be exercised
or pursued directly or indirectly pursuant to Section 220 or otherwise, and covenants and agrees never to directly or indirectly
commence, voluntarily aid in any way, prosecute, assign, transfer, or cause to be commenced any claim, action, cause of action, or other
proceeding to pursue or exercise the Inspection Rights. The foregoing waiver applies to the Inspection Rights of Purchaser in Purchaser’s
capacity as a stockholder and shall not affect any rights of a director, in his or her capacity as such, under Section 220. The foregoing
waiver shall not apply to any contractual inspection rights of Purchaser under any written agreement with the Company.


 


		9.	Miscellaneous.



 


(a)          Governing
Law. The validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant hereto
and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the state
of New York, without giving effect to principles of conflicts of law. For purposes of litigating any dispute that may arise directly or
indirectly from this Agreement, the parties hereby submit and consent to the exclusive jurisdiction of the state of New York and agree
that any such litigation shall be conducted only in the courts of New York or the federal courts of the United States located in New York
and no other courts.


 


(b)          Entire
Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein
and supersedes all prior or contemporaneous discussions, understandings and agreements, whether oral or written, between them relating
to the subject matter hereof.


 


(c)          Amendments
and Waivers. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective
unless in writing signed by the parties to this Agreement. No delay or failure to require performance of any provision of this Agreement
shall constitute a waiver of that provision as to that or any other instance.


 


(d)          Successors
and Assigns. Except as otherwise provided in this Agreement, this Agreement, and the rights and obligations of the parties
hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators
and legal representatives. The Company may assign any of its rights and obligations under this Agreement. No other party to this
Agreement may assign, whether voluntarily or by operation of law, any of its rights and obligations under this Agreement, except
with the prior written consent of the Company.


 






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(e)          Notices.
Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be deemed sufficient
when delivered personally or by overnight courier or sent by email, or 48 hours after being deposited in the U.S. mail as certified or
registered mail with postage prepaid, addressed to the party to be notified at such party’s address as set forth on the signature
page, as subsequently modified by written notice, or if no address is specified on the signature page, at the most recent address set
forth in the Company’s books and records.


 


(f)          Severability.
If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such
provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision,
then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if
such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.


 


(g)          Construction.
This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel,
if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed
in favor of or against any one of the parties hereto.


 


(h)          Counterparts.
This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original,
and all of which together shall constitute one and the same agreement.


 


(i)          Electronic
Delivery. The Company may, in its sole discretion, decide to deliver any documents related to this Agreement or any notices required
by applicable law or the Company’s Certificate of Incorporation or Bylaws by email or any other electronic means. Purchaser hereby
consents to receive such documents and notices by such electronic delivery and agrees to participate through an on-line or electronic
system established and maintained by the Company or a third party designated by the Company.


 


[SIGNATURE PAGE FOLLOWS]


 






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The parties have executed this Exercise Agreement as of the
date first set forth above.


 


	 	THE COMPANY:
	 	 
	 	TRANSFIX, INC.
	 	 
	 	By:	 
	 	 	(Signature)
	 	 
	 	Name:	 
	 	Title:	 
	 	 
	 	Address:
	 	 
	 	 
	 	Fax:	 
	 	 
	 	PURCHASER:
	 	 
	 	 
	 	(PRINT NAME)
	 	 
	 	 
	 	(Signature) 
	 	 
	 	Address:
	 	 
	 	 
	 	 
	 	Email:	 




 






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I,                                             ,
spouse of                                                 (“Purchaser”),
have read and hereby approve the foregoing Agreement. In consideration of the Company’s granting my spouse the right to purchase
the Shares as set forth in the Agreement, I hereby agree to be bound irrevocably by the Agreement and further agree that any community
property or other such interest that I may have in the Shares shall hereby be similarly bound by the Agreement. I hereby appoint my spouse
as my attorney-in-fact with respect to any amendment or exercise of any rights under the Agreement.


 


	 	Spouse of Purchaser (if applicable)




 






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