Exhibit 10.20


 


 


 


111 West 19th Street


New York, NY 10011


 


March 9, 2018


 


Dear Lily Shen:


 


Transfix, Inc., a Delaware corporation (the
 “Company”), is pleased to offer you employment with the Company on the terms described below.


 


Position.
You will start in a full-time position as Chief Revenue Officer and you will report to Jonathan Salama. Your Start Date will be March 10,
2018 and the position will be based in our New York City headquarters. By signing this letter, you confirm with the Company that you are
under no contractual or other legal obligations that would prohibit you from performing your duties with the Company.


 


Base
Salary. You will be paid a starting salary at the rate of $320,000 per year. Your biweekly salary will be at the
rate of $12,307.69, which will be paid in accordance with the Company’s standard payroll policies and subject to applicable withholdings
and other required deductions.


 


Bonus.
You will be eligible for a dictionary bonus for each calendar year. Initially, your annual target bonus will be $100,000. The bonus,
if any, will be awarded based on any combination of a) the evaluation of performance against objectives agreed to between you and the
Company; b) subjective criteria established by the Company; and c) Company financial performance. The Company reserves the right to modify
or cancel this bonus program at any time for any reason. In order to earn a bonus for any such calendar year, you must remain actively
and continuously employed by the Company through the end of such calendar year and the date the bonus is due to be paid. Any bonus will
be paid no later than March 15 of the year following the performance period, but only if you are still employed by the Company at
the time of payment. The Chief Executive Officer and/or the Company’s Board of Directors will have sole and final discretion to
determine whether the performance objectives have been achieved and the amount of any bonus. For the calendar year 2018, you will be eligible
for a pro-rated annual bonus calculated based on your Start Date.


 






     


     


    







 


Relocation
Package. In order to assist you with moving to the NYC area, the Company will provide you a relocation package in
the aggregate amount of $30,000, inclusive of all associated tax gross-ups. On mutual agreement, the Company and you will determine the
optimal mix of non-taxable and taxable reimbursements. In the event that reimbursements do not meet $30,000, the balance of the relocation
package shall be paid out in a one-time relocation bonus. Your final move and all associated relocation reimbursement requests must be
completed by May 30, 2018. In the event that your employment is terminated before the one year anniversary of the Start by the Company
for Cause (as defined below) or due to your resignation for any reason, you will be re-quired to promptly repay to the Company the amount
of the relocation bonus paid to you.


 


Equity
Grant. Subject to the approval of the Company’s Board of Directors (the “Board”), you will
be granted an option to purchase 722,183 shares of the Company’s Common Stock (the “Option”). Subject to the
approval of the Board, the Option will vest and become exercisable at the rate of 25% of the total original number of Option shares on
the 1 year anniversary of your Start Date with the Company and 1/48th of the total original number of Option shares on each
monthly anniversary thereafter, subject to your continuous service with the Company through each vesting date. The exercise price per
share of the Option will be equal to the fair market value per share of the Company’s Common Stock on the date the Option is granted,
as determined by the Board in good faith. There is no guarantee that the Internal Revenue Service will agree with this value. You should
consult with your own tax advisor concerning the tax consequences associated with accepting the Option. The Option will be subject to
the terms and conditions set forth in the Company’s 2014 Stock Plan (the “Plan”) and the Company’s standard form
of stock option agreement that you will be required to sign as a condition to receiving the Option. The option to purchase 30,000 shares
that was, in your role as a consultant, granted by the Board of Directors on February 15, 2018 (the “Consulting Option”)
shall remain active and remain subject to the terms of the applicable stock option agreement that you signed as a condition to receiving
the Consulting Option.


 


Employee
Benefits. As a regular employee of the Company, you will be eligible to participate in the employee benefit plans
and programs, if any, currently and hereafter maintained by the Company and generally available to similarly situated employees (defined
as executive employees reporting to the Chief Executive Officer) of the Company, subject in each case to the terms and conditions of the
plan in question, including any eligibility requirements set forth therein, and the determination of any person or committee administering
the plan. Notwithstanding the foregoing, the Company reserves the right to modify job titles and salaries and to modify or terminate benefits
from time to time as it deems necessary or appropriate.


 






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Confidential
Information and Invention Assignment Agreement. Like all Company employees, you will be required, as a condition
of your employment with the Company, to sign the Company’s enclosed standard Confidential Information and Invention Assignment Agreement
(the “Confidentiality Agreement”).


 


Employment
Relationship. Employment with the Company is for no specific period of time. Your employment with the Company will
be “at will,” meaning that either you or the Company may terminate your employment at any time and for any reason, with or
without cause. Any contrary representations which may have been made to you are superseded by this offer. This is the full and complete
agreement between you and the Company on this term. Although your job duties, title, compensation and benefits, as well as the Company’s
personnel policies and procedures, may change from time to time, the “at will” nature of your employment may only be changed
in an express written agreement signed by you and the Company’s Chief Executive Officer.


 


Benefits
upon Termination. If your employment with the Company is terminated for any reason by the Company or by you, the
Company shall only be required to pay you (or, in the event of your death, your estate) the following: (a) any earned but previously
unpaid base salary earned by you as of the last day of your employment with the Company (the “Severance Date”); and
(b) reimbursement of business expenses that you incurred on behalf of the Company in accordance with the Company’s expense
reimbursement policy (“Accrued Obligations”). In addition, in the event that your employment is terminated by the Company
without Cause (as such term is defined in the Plan), and subject to you complying with the Severance Conditions (as defined below), you
will be entitled to receive: (a) payment of six months of your base salary, less standard withholdings and authorized deductions,
which shall be paid in a lump sum on the sixtieth day following the Severance Date; and (b) if such termination without Cause occurs
during the six (6) month period immediately following a Change of Control (as defined in the Plan), you will become vested in 50%
of the then unvested portion of the outstanding option awards granted to you as of the Severance Date (including but not limited to the
Option and the Consulting Option). For purposes of this Agreement, the term “Severance Conditions” means you (i) signing
a separation agreement that contains a general release of claims and non-disparagement covenant in favor of the Company (among other terms)
in a form reasonably acceptable to the Company (the “Separation Agreement”) within twenty-one (21) days following the
Severance Date (or such longer period as may be necessary to obtain an effective general release of all claims), and you not revoking
the Separation Agreement during the seven-day period after you sign it; and (ii) complying with the terms of the Separation Agreement
and the Confidentiality Agreement.


 


Outside
Activities. While you render services to the Company, you agree that you will not engage in any other employment,
consulting or other business activity without the written consent of the Company. In addition, while you render services to the Company,
you will not assist any person or entity in competing with the Company, in preparing to compete with the Company or in hiring any employees
or consultants of the Company.


 






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Miscellaneous.


 


Withholding
and Required Deductions. All forms of compensation referred to in this letter are subject to all withholding and
any other deductions required by applicable law. It is intended that any amounts payable under this letter shall either be exempt from
or comply with Section 409A of the U.S. Internal Revenue Code so as not to subject you to payment of any additional tax, penalty
or interest imposed under Section 409A, and the provisions of this letter shall be construed and interpreted consistent with that
intent.


 


Governing
Law. The validity, interpretation, construction and performance of this letter, 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
state of New York, without giving effect to principles of conflicts of law.


 


Entire
Agreement. This letter, together with the Confidentiality 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.


 


Counterparts.
This letter 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.


 


Electronic
Delivery. The Company may, in its sole discretion, decide to deliver to you by email or any other electronic means
any documents or notices related to this letter, securities of the Company or any of its affiliates or any other matter, including documents
and/or notices required to be delivered to you by applicable securities law or any other law or the Company’s Certificate of Incorporation
or Bylaws. You hereby consent to receive such documents and notices by such electronic delivery and agree to participate through any on-line
or electronic system that may be established and maintained by the Company or a third party designated by the Company.


 


[Signature Page Follows]


 






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If you wish to accept this offer, please sign and
date both the enclosed duplicate original of this letter and the enclosed Confidentiality Agreement and return them to me. As required
by law, your employment with the Company is also contingent upon your providing legal proof of your identity and authorization to work
in the United States. In addition, the Company reserves the right to conduct background investigations and/or reference checks on all
of its potential employees. Your job offer, therefore, is contingent upon a clearance of such a background investigation and/or reference
check, if any. This offer, if not accepted, will expire at the close of business on March 9, 2018.


 


We look forward to your favorable reply and to
working with you at Transfix, Inc.


 


	 	 	Very truly yours,
	 	 	 
	 	 	TRANSFIX, INC.
	 	 	 
	 	 	By:
	 	 	 
	 	 	/s/ Andrew McElroy
	 	 	Name: Andrew McElroy
	 	 	Title: Chief Executive Officer
	 	 	 
	ACCEPTED AND AGREED:	 	 
	 	 	 
	Lily T Shen	 	 
	(PRINT EMPLOYEE NAME)	 	 
	 	 	 
	 	 	 
	Lily Shen	 	 
	(Signature)	/s/ Lily Shen	 	 
	Date	 	 


 


Effective Start Date: March 10, 2018


 


Attachment
A: Confidential Information and Invention Assignment Agreement


 






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ATTACHMENT A


 


CONFIDENTIAL INFORMATION AND 


INVENTION ASSIGNMENT AGREEMENT


 


(See Attached)


 






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TRANSFIX, INC.


 


CONFIDENTIAL INFORMATION AND 


INVENTION ASSIGNMENT AGREEMENT


 


Employee
Name: Lily Shen


 


Effective
Date: March 10 2018


 


As a condition of my becoming employed (or my employment being continued)
by Transfix, Inc., a Delaware corporation, or any of its current or future subsidiaries, affiliates, successors or assigns (collectively,
the “Company”), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter
paid to me by the Company, I agree to the following:


 


		1.	Relationship. This Confidential Information and Invention Assignment Agreement (this “Agreement”)
will apply to my employment relationship with the Company. If that relationship ends and the Company, within a year thereafter, either
reemploys me or engages me as a consultant, I agree that this Agreement will also apply to such later employment or consulting relationship,
unless the Company and I otherwise agree in writing. Any such employment or consulting relationship between the parties hereto, whether
commenced prior to, upon or after the date of this Agreement, is referred to herein as the “Relationship.”



 


		2.	Duties. I will perform for the Company such duties as may be designated by the Company from time to time or that
                                                        are otherwise within the scope of the Relationship and not contrary to instructions from the Company. During the
                                                        Relationship, I will devote my entire best business efforts to the interests of the Company and will not engage in other
                                                        employment or in any activities detrimental to the best interests of the Company
without the prior written consent of the Company.



 






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		3.	Confidential Information.



 


		(a)	Protection of Information. I understand that during the Relationship, the Company intends to provide me with information,
including Confidential Information (as defined below), without which I would not be able to perform my duties to the Company. I agree,
at all times during the term of the Relationship and thereafter, to hold in strictest confidence, and not to use, except for the benefit
of the Company to the extent necessary to perform my obligations to the Company under the Relationship, and not to disclose to any person,
firm, corporation or other entity, without written authorization from the Company in each instance, any Confidential Information that
I obtain, access or create during the term of the Relationship, whether or not during working hours, until such Confidential Information
becomes publicly and widely known and made generally available through no wrongful act of mine or of others who were under confidentiality
obligations as to the item or items involved. I further agree not to make copies of such Confidential Information except as authorized
by the Company.



 


		(b)	Confidential Information. I understand that “Confidential Information” means information and physical
material not generally known or available outside the Company and information and physical material entrusted to the Company in confidence
by third parties. Confidential Information includes, without limitation: (i) Company Inventions (as defined below); and (ii) technical
data, trade secrets, know-how, research, product or service ideas or plans, software codes and designs, algorithms, developments, inventions,
patent applications, laboratory notebooks, processes, formulas, techniques, biological materials, mask works, engineering designs and
drawings, hardware configuration information, agreements with third parties, lists of, or information relating to, employees and consultants
of the Company (including, but not limited to, the names, contact information, jobs, compensation, and expertise of such employees and
consultants), lists of, or information relating to, suppliers and customers (including, but not limited to, customers of the Company on
whom I called or with whom I became acquainted during the Relationship), price lists, pricing methodologies, cost data, market share data,
marketing plans, licenses, contract information, business plans, financial forecasts, historical financial
data, budgets or other business information disclosed to me by the Company either directly or indirectly, whether in writing, electronically,
orally, or by observation.



 






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		(c)	Third Party Information. My agreements in this Section 3 are intended to be for the benefit of the Company and
any third party that has entrusted information or physical material to the Company in confidence. I further agree that, during the term
of the Relationship and thereafter, I will not improperly use or disclose to the Company any confidential, proprietary or secret
information of my former employer(s) or any other person, and I agree not to bring any such information onto the Company’s property
or place of business.



 


		(d)	Other Rights. This Agreement is intended to supplement, and not to supersede, any rights the Company may have in law
or equity with respect to the protection of trade secrets or confidential or proprietary information.



 


		4.	Ownership of Inventions.



 


		(a)	Inventions Retained and Licensed. I have attached hereto, as Exhibit A, a complete list describing with
particularity all Inventions (as defined below) that, as of the Effective Date: (i) I made, and/or (ii) belong solely to me
or belong to me jointly with others or in which I have an interest, and that relate in any way to any of the Company’s actual or
proposed businesses, products, services, or research and development, and which are not assigned to the Company hereunder; or, if no such
list is attached, I represent that there are no such Inventions at the time of signing this Agreement, and to the extent such Inventions
do exist and are not listed on Exhibit A, I hereby forever waive any and all rights or claims of ownership to such Inventions.
I understand that my listing of any Inventions on Exhibit A does not constitute an acknowledgement by the Company of the existence
or extent of such Inventions, nor of my ownership of such Inventions. I further understand that I must receive the formal approval of
the Company before commencing my Relationship with the Company.



 


		(b)	Use or Incorporation of Inventions. If in the course of the Relationship, I use or incorporate into a product,
service, process or machine any Invention not covered by Section 4(d) of this Agreement in which I have an interest, I
will promptly so inform the Company in writing. Whether or not I give such notice, I hereby
irrevocably grant to the Company a nonexclusive, fully paid-up, royalty-free, assumable, perpetual, worldwide license, with right to transfer
and to sublicense, to practice and exploit such Invention and to make, have made, copy, modify, make derivative works of, use, sell, import,
and otherwise distribute such Invention under all applicable intellectual property laws without restriction of any kind.



 






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		(c)	Inventions. I understand that “Inventions” means discoveries, developments, concepts, designs, ideas,
know how, improvements, inventions, trade secrets and/or original works of authorship, whether or not patentable, copyrightable or otherwise
legally protectable. I understand this includes, but is not limited to, any new product, machine, article of manufacture, biological material,
method, procedure, process, technique, use, equipment, device, apparatus, system, compound, formulation, composition of matter, design
or configuration of any kind, or any improvement thereon. I understand that “Company Inventions” means any and all
Inventions that I may solely or jointly author, discover, develop, conceive, or reduce to practice during the period of the Relationship,
except as otherwise provided in Section 4(g) below.



 


		(d)	Assignment of Company Inventions. I agree that I will promptly make full written disclosure to the Company, will
                                                           hold in trust for the sole right and benefit of the Company, and hereby assign to the Company, or its designee, all my right, title
                                                           and interest throughout the world in and to any and all Company Inventions and all patent, copyright, trademark, trade secret and
                                                           other intellectual property rights therein. I hereby waive and irrevocably quitclaim to the Company or its designee any and all
                                                           claims, of any nature whatsoever, that I now have or may hereafter have for infringement of any and all Company Inventions. I
                                                           further acknowledge that all Company Inventions that are made by me (solely or jointly with others) within the scope of and during
                                                           the period of the Relationship are “works made for hire” (to the greatest extent permitted by applicable law) and are
                                                           compensated by my salary. Any assignment of Company Inventions includes all rights of attribution, paternity, integrity,
                                                           modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as
                                                           “moral rights,” “artist’s rights,” “droit moral,” or the like (collectively,
                                                           “Moral Rights”). To the extent that Moral Rights cannot be assigned under applicable law, I hereby waive and agree not to enforce any and all Moral Rights,
including, without limitation, any limitation on subsequent modification, to the extent permitted under applicable law.



 






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		(e)	Maintenance of Records. I agree to keep and maintain adequate and current written records of all Company Inventions
made or conceived by me (solely or jointly with others) during the term of the Relationship. The records may be in the form of notes,
sketches, drawings, flow charts, electronic data or recordings, laboratory notebooks, or any other format. The records will be available
to and remain the sole property of the Company at all times. I agree not to remove such records from the Company’s place of business
except as expressly permitted by Company policy which may, from time to time, be revised at the sole election of the Company for the purpose
of furthering the Company’s business. I agree to deliver all such records (including any copies thereof) to the Company at the time
of termination of the Relationship as provided for in Section 5 and Section 6.



 


		(f)	Patent and Copyright Rights. I agree to assist the Company, or its designee, at its expense, in every proper way to
secure the Company’s, or its designee’s, rights in the Company Inventions and any copyrights, patents, trademarks, mask work
rights, Moral Rights, or other intellectual property rights relating thereto in any and all countries, including the disclosure to the
Company or its designee of all pertinent information and data with respect thereto, the execution of all applications, specifications,
oaths, assignments, recordations, and all other instruments which the Company or its designee shall deem necessary in order to apply for,
obtain, maintain and transfer such rights, or if not transferable, waive and agree never to assert such rights, and in order to assign
and convey to the Company or its designee, and any successors, assigns and nominees the sole and exclusive right, title and interest in
and to such Company Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto.
I further agree that my obligation to execute or cause to be executed, when it is in my power to do so, any such instrument or papers
shall continue during and at all times after the end of the Relationship and until the expiration of the last such intellectual property
right to expire in any country of the world. I hereby irrevocably designate and appoint the Company and its duly authorized officers and
agents as my agent and attorney-in-fact, to act for and in my behalf and stead to execute and file any such instruments and papers and to do all other lawfully
permitted acts to further the application for, prosecution, issuance, maintenance or transfer of letters patent, copyright, mask work
and other registrations related to such Company Inventions. This power of attorney is coupled with an interest and shall not be affected
by my subsequent incapacity.



 
















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		(g)	Exception to Assignments. Subject to the requirements of applicable state law, if any, I understand that the Company
Inventions will not include, and the provisions of this Agreement requiring assignment of inventions to the Company do not apply to, any
invention which qualifies fully for exclusion under the provisions of applicable state law, if any. In order to assist in the determination
of which inventions qualify for such exclusion, I will advise the Company promptly in writing, during and after the term of the Relationship,
of all Inventions solely or jointly conceived or developed or reduced to practice by me during the period of the Relationship.



 


		5.	Company Property; Returning Company Documents.
I acknowledge and agree that I have no expectation of privacy with respect to the Company’s telecommunications, networking
or information processing systems (including, without limitation, files, e-mail messages, and voice messages) and that my activity and
any files or messages on or using any of those systems may be monitored or reviewed at any time without notice. I further agree that any
property situated on the Company’s premises and owned by the Company, including disks and other storage media, filing cabinets or
other work areas, is subject to inspection by Company personnel at any time with or without notice. I agree that, at the time of termination
of the Relationship, I will deliver to the Company (and will not keep in my possession, recreate or deliver to anyone else) any and
all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory
notebooks, materials, flow charts, equipment, other documents or property, or reproductions of any of the aforementioned items developed
by me pursuant to the Relationship or otherwise belonging to the Company, its successors or assigns.



 


		6.	Termination Certification. In the event of the termination of the Relationship, I agree to sign and deliver the
 “Termination Certification” attached hereto as Exhibit B; however, my failure to sign and deliver the Termination
Certification shall in no way diminish my continuing obligations under this Agreement.



 












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		7.	Notice to Third Parties. I agree that during the periods of time during which I am restricted in taking certain actions
by the terms of this Agreement (the “Restriction Period”), I shall inform any entity or person with whom I may
seek to enter into a business relationship (whether as an owner, employee, independent contractor or otherwise) of my contractual obligations
under this Agreement. I also understand and agree that the Company may, with or without prior notice to me and during or after the term
of the Relationship, notify third parties of my agreements and obligations under this Agreement. I further agree that, upon written request
by the Company, I will respond to the Company in writing regarding the status of my employment or proposed employment with any party
during the Restriction Period.



 


		8.	Solicitation of Employees, Consultants and Other Parties. As described above, I acknowledge and agree that the
Company’s Confidential Information includes information relating to the Company’s employees, consultants, customers and others,
and that I will not use or disclose such Confidential Information except as authorized by the Company. I further agree as follows:



 


		(a)	Employees, Consultants. I agree that during the term of the Relationship, and for a period of twelve (12) months immediately
following the termination of the Relationship for any reason, whether with or without cause, I shall not, directly or indirectly,
solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate their relationship with the Company,
or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for myself or for any other
person or entity.



 


		(b)	Other Parties. I agree that during the term of the Relationship, I will not negatively influence any of the Company’s
clients, licensors, licensees or customers from purchasing Company products or services or solicit or influence or attempt to influence
any client, licensor, licensee, customer or other person either directly or indirectly, to direct any purchase of products and/or services
to any person, firm, corporation, institution or other entity in competition with the business of the Company. In addition, I acknowledge
that the Company has valuable Trade Secrets (as defined by applicable law from time to time) to which I will have access during the term
of the Relationship. I understand that the Company intends to vigorously pursue its rights under applicable Trade Secrets law if,
during a period of twelve (12) months immediately following the termination of the Relationship for any reason, whether with or without
cause, I solicit or influence or attempt to influence any client, licensor, licensee, customer or other person either directly or
indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution or other entity in competition
with the business of the Company. Thereafter, the Company intends to vigorously pursue its rights under applicable Trade Secrets law as
the circumstances warrant.



 
















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		9.	Covenant Not to Compete. As described above, I acknowledge and agree that the Company’s Confidential Information
includes information relating to the Company’s employees, consultants, customers and others, and that I will not use or disclose
such Confidential Information except as authorized by the Company. I further agree as follows:



 


		(a)	I agree that during the course of my Relationship, and for a period of twelve (12) months immediately following the termination of
my Relationship for any reason, whether with or without cause, at the option either of the Company or myself, with or without notice,
or twelve (12) months from the date of any court order enforcing all or part of this Agreement, whichever is later, I will not, either
directly or indirectly, (i) act or agree to act as an advisor, agent, consultant, director, employee, officer, partner, proprietor
or otherwise of, (ii) own or acquire any ownership interest in (except for passive ownership of one percent (1%) or less of any
entity whose securities have been registered under the Securities Act of 1933, as amended, or Section 12 of the Securities Exchange
Act of 1934, as amended) or (iii) participate in the organization, financing, operation, management or control of, any person, corporation,
firm, or other entity that competes with the Company’s business in the Territory (A) as conducted by the Company during the
course of my employment with the Company or (B) planned to be conducted by the Company pursuant to a product or business plan developed
prior to the termination of my employment with the Company. “Territory” shall mean (i) all counties in the State
of New York, (ii) all other states of the United States of America, (iii) the European Union, (iv) Asia, and (v) all
other countries of the world in which the Company is then engaged in business. In particular, “Territory” shall include such
geographic areas in which (I) the Company’s products and Relationships are then deployed, (II) the Company then has a
customer or (III) the Company then has operations or otherwise targets sales and marketing
activities or conducts or has plans to conduct business during the course of my employment.



 
















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		(b)	I acknowledge that my fulfillment of the obligations contained in this Agreement, including, but not limited to, my obligation neither
to use, except for the benefit of the Company, nor to disclose the Company’s Confidential Information and my obligation not to compete
contained in Section 9(a) above is necessary to protect the Company’s Confidential Information and to preserve the Company’s
value and goodwill. I further acknowledge the time, geographic and scope limitations of my obligations under Section 9(a) above
are reasonable, especially in light of the Company’s desire to protect its Confidential Information, and that I will not be precluded
from gainful employment if I am obligated not to compete with the Company as described above.



 


		(c)	The covenants contained in Section 9(a) above shall be construed as a series of separate covenants, one for each city, county
and state of any geographic area in the Territory. Except for geographic coverage, each such separate covenant shall be deemed identical
in terms to the covenant contained in Section 9(a). If, in any judicial proceeding, a court refuses to enforce any of such separate
covenants (or any part thereof), then such unenforceable covenant (or such part) shall be eliminated from this Agreement to the extent
necessary to permit the remaining separate covenants (or portions thereof) to be enforced. In the event the provisions of Section 9(a) above
are deemed to exceed the time, geographic or scope limitations permitted by applicable law, then such provisions shall be reformed to
the maximum time, geographic or scope limitations, as the case may be, then permitted by such law.



 


		(d)	This Agreement is understood to be clear and enforceable as written and is executed by both parties on that basis. However, should
I later challenge any provision as unclear, unenforceable, or inapplicable to any competitive activity that I intend to engage in, I
will first notify the Company in writing and meet with a Company representative and a neutral mediator (if the Company elects to retain
one at its expense) to discuss resolution of any disputes between the parties. I will provide this notification at least fourteen (14)
days before I engage in any activity on behalf of a competitor of the Company or engage in other activity that could foreseeably fall within
a questioned restriction. The failure to comply with this requirement shall waive my right to challenge the reasonable scope, clarity,
applicability, or enforceability of the Agreement and its restrictions at a later time. All rights of both parties will be preserved if
this requirement is complied with even if no agreement is reached in the conference. I further agree that during the term of the restrictions
in this Section 9, I shall promptly inform the Company in writing of the identity of any new employer, the job title of my new
position and a description of any Relationships to be rendered to that employer; and, if the new employer is a competitor of the Company,
will communicate my obligations under this Agreement to each new employer, which shall include providing each new employer with a copy
of this Agreement.



 
















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		10.	At-Will Relationship. I understand and acknowledge that, except as may be otherwise explicitly provided in a separate
written agreement between the Company and me, my Relationship with the Company is and shall continue to be at-will, as defined under applicable
law, meaning that either I or the Company may terminate the Relationship at any time for any reason or no reason, without further obligation
or liability, other than those provisions of this Agreement that explicitly continue in effect after the termination of the Relationship.



 


		11.	Representations and Covenants.



 


		(a)	Facilitation of Agreement. I agree to execute promptly, both during and after the end of the Relationship, any proper
oath, and to verify any proper document, required to carry out the terms of this Agreement, upon the Company’s written request to
do so.



 


		(b)	No Conflicts. I represent that
                                            my performance of all the terms of this Agreement does not and will not breach any agreement
                                            I have entered into, or will enter into, with any third party, including without limitation
                                            any agreement to keep in confidence proprietary information or materials acquired by me in
                                            confidence or in trust prior to or during the Relationship. I will not disclose to the Company
                                            or use any inventions, confidential or non-public proprietary information or material belonging
                                            to any previous client, employer or any other party. I will not induce the Company to use
                                            any inventions, confidential or non-public proprietary information, or material belonging
                                            to any previous client, employer or any other party. I acknowledge and agree that I have
                                            listed on Exhibit A all agreements (e.g., non-competition agreements,
                                            non-solicitation of customers agreements, non-solicitation of employees agreements, confidentiality
                                            agreements, inventions agreements, etc.), if any, with a current or former client, employer,
                                            or any other person or entity, that may restrict my ability to accept employment with the
                                            Company or my ability to recruit or engage customers or service providers on behalf of the
                                            Company, or otherwise relate to or restrict my ability to perform my duties for the Company
                                            or any obligation I may have to the Company. I agree not to enter into any written or oral
                                            agreement that conflicts with the provisions of this Agreement.



 












    	 	-16-	 



     


    

 


		(c)	Voluntary Execution. I certify and acknowledge that I have carefully read all of the provisions of this Agreement, that
I understand and have voluntarily accepted such provisions, and that I will fully and faithfully comply with such provisions.



 


		12.	Electronic Delivery. Nothing herein is intended to imply a right to participate in any of the Company’s equity
incentive plans, however, if I do participate in such plan(s), the Company may, in its sole discretion, decide to deliver any documents
related to my participation in the Company’s equity incentive plan(s) by electronic means or to request my consent to participate
in such plan(s) by electronic means. I hereby consent to receive such documents by electronic delivery and agree, if applicable,
to participate in such plan(s) through an on-line or electronic system established and maintained by the Company or a third party
designated by the Company.



 


		13.	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.



 


		(b)	Entire Agreement. This Agreement sets forth the entire agreement and understanding between the Company and me relating
to its subject matter and merges all prior discussions between us. No amendment to this Agreement will be effective unless in writing
signed by both parties to this Agreement. The Company shall not be deemed hereby to have waived any rights or remedies it may have in
law or equity, nor to have given any authorizations or waived any of its rights under this Agreement, unless, and only to the extent,
it does so by a specific writing signed by a duly authorized officer of the Company, it being understood that, even if I am an officer
of the Company, I will not have authority to give any such
authorizations or waivers for the Company under this Agreement without specific approval by the Board of Directors. Any subsequent change
or changes in my duties, obligations, rights or compensation will not affect the validity or scope of this Agreement.



 












    	 	-17-	 



     


    

 


		(c)	Successors and Assigns. This Agreement will be binding upon my heirs, executors, administrators and other legal representatives,
and my successors and assigns, and will be for the benefit of the Company, its successors, and its assigns.



 


		(d)	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.



 


		(e)	Severability. If one or more of the provisions in this Agreement are deemed void or unenforceable to any extent in any
context, such provisions shall nevertheless be enforced to the fullest extent allowed by law in that and other contexts, and the validity
and force of the remainder of this Agreement shall not be affected. The Company and I have attempted to limit my right to use, maintain
and disclose the Company’s Confidential Information, and to limit my right to solicit employees and customers only to the extent
necessary to protect the Company from unfair competition. Should a court of competent jurisdiction determine that the scope of the covenants
contained in Section 8 and Section 9 exceed the maximum restrictiveness such court deems reasonable and enforceable, the parties
intend that the court should reform, modify and enforce the provision to such narrower scope as it determines to be reasonable and enforceable
under the circumstances existing at that time.



 


		(f)	Remedies. I acknowledge and agree that violation of this Agreement by me may cause the Company irreparable harm, and
therefore I agree that the Company will be entitled to seek extraordinary relief in court, including, but not limited to, temporary restraining
orders, preliminary injunctions and permanent injunctions without the necessity of posting a bond or other security (or, where such a
bond or security is required, I agree that a $1,000 bond
will be adequate), in addition to and without prejudice to any other rights or remedies that the Company may have for a breach of this
Agreement.



 












    	 	-18-	 



     


    

 


		(g)	Advice of Counsel. I ACKNOWLEDGE THAT, IN EXECUTING THIS AGREEMENT, I HAVE HAD THE OPPORTUNITY TO SEEK THE
ADVICE OF INDEPENDENT LEGAL COUNSEL, AND I HAVE READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT
SHALL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.



 


		(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.



 


[Signature Page Follows]


 












    	 	-19-	 



     


    

 


The parties have executed this Agreement on the
respective dates set forth below, to be effective as of the Effective Date first above written.


 


	 	THE COMPANY:
	 	 	 
	 	TRANSFIX, INC.
	 	 	 
	 	By:	/s/ Andrew McElroy
	 	 	 
	 	Name: Andrew McElroy
	 	 	 
	 	Title: Chief Executive Officer
	 	 	 
	 	Address: 111 West 19th Street, New York, NY 10011
	 	 	 
	 	 	 
	 	Date:	 
	 	 	 
	 	EMPLOYEE:
	 	 
	 	Lily
Shen
	 	 
	 	 
	 	Signature
	 	 
	 	Address:
	 	 
	 	 
	 	Email:	 
	 	 	 
	 	Date:	 
	 	 	 


 






    	 	-20-	 



     


    





  


EXHIBIT A


 


LIST OF PRIOR INVENTIONS


AND ORIGINAL WORKS OF AUTHORSHIP


EXCLUDED UNDER SECTION 4(a) AND CONFLICTING
AGREEMENTS DIS-


CLOSED UNDER SECTION 11(b)


 


The following is a list of (i) all Inventions that, as of the
Effective Date: (A) I made, and/or (B) belong solely to me or belong to me jointly with others or in which I have an interest,
and that relate in any way to any of the Company’s actual or proposed businesses, products, services, or research and development,
and which are not assigned to the Company and (ii) all agreements, if any, with a current or former client, employer, or any other
person or entity, that may restrict my ability to accept employment with the Company or my ability to recruit or engage customers or service
providers on behalf of the Company, or otherwise relate to or restrict my ability to perform my duties for the Company or any obligation
I may have to the Company:


 


	 	 	 	 	 	Identifying Number	 
	 	Title	 	Date	 	or Brief Description	 
	 	 	 	 	 	 	 


 


Except as indicated above on this exhibit, I have no inventions,
improvements or original works to disclose pursuant to Section 4(a) of this Agreement and no agreements to disclose pursuant
to Section 11(b) of this Agreement.


 


___ Additional sheets attached


 


 


Signature of Employee:                        


 


Print Name of Employee: Lily Shen


 






    -21-


    


    

 


Date:


 


EXHIBIT B


 


TERMINATION CERTIFICATION


 


This is to certify that I do not have
in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications,
drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions
of any aforementioned items belonging to t, Inc. a Delaware corporation, its subsidiaries, affiliates, successors or assigns (collectively,
the “Company”).


 


I further certify that I have complied
with all the terms of the Company’s Confidential Information and Invention Assignment Agreement signed by me, including the reporting
of any Inventions (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement, and I acknowledge
my continuing obligations under that agreement.


 


I further agree that, in compliance
with the Confidential Information and Invention Assignment Agreement, I will preserve as confidential all trade secrets, confidential
knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental
work, computer programs, data bases, other original works of authorship, customer lists, business plans, financial information or other
subject matter pertaining to any business of the Company or any of its employees, clients, consultants or licensees.


 


I further agree that for twelve (12)
months from the date of this Certification, I shall not either directly or indirectly solicit, induce, recruit or encourage any of
the Company’s employees or consultants to terminate their relationship with the Company, or attempt to solicit, induce, recruit,
encourage or take away employees or consultants of the Company, either for myself or for any other person or entity.


 


I further confirm my agreements contained
in Section 9 (Covenant Not to Compete) of the Confidential Information and Invention Assignment Agreement.


 


Further, I agree that I shall
not use any Confidential Information of the Company to negatively influence any of the Company’s clients or customers from
purchasing Company products or services or to solicit or influence or attempt to influence any client, customer or other person
either directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution or
other entity in competition with the business of the Company.


 






    -22-


    


    

 


Further, I acknowledge
that the Company has valuable Trade Secrets (as defined by applicable law from time to time) to which I have had access. I understand
that the Company intends to vigorously pursue its rights under applicable Trade Secrets law if, during a period of twelve (12) months
from the date of this Certification, I solicit or influence or attempt to influence any client, licensor, licensee, customer or
other person either directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution
or other entity in competition with the business of the Company. Thereafter, the Company intends to vigorously pursue its rights under
applicable Trade Secrets law as the circumstances warrant.


 


	Date:	 	 	EMPLOYEE:
	 	 	 	 
	 	 	 	Lily
    Shen
	 	 	 	 
	 	 	 	 
	 	 	 	Signature


 






    -23-


    


    

 


	498 7th Ave,

                       New York,
		18th Floor

                                                                                NY 10018




 


June 7th, 2019


 


Lily Shen


 


Re: Amendment to Employment Agreement


 


Dear Lily:


 


This letter (this “Amendment”)
serves to amend your offer letter, dated March 9, 2018, between Transfix, Inc. (the “Company”) and you regarding
the terms of your employment with the Company (the “Employment Agreement”). As of May 30, 2019, you will be employed
in the role of President and Chief Operating Officer. Effective February 1, 2019, your compensation was adjusted as follows: annualized
base salary of $400,000 and an annual target bonus potential of $100,000. All capitalized terms used but not defined herein shall have
the meanings ascribed to them in the Employment Agreement.


 


The Company and you hereby agree to amend the Employment
Agreement as follows:


 


1.             The
section on page 3 of the Employment Agreement entitled “Benefits upon Termination” is hereby deleted in its entirety
and replaced with the following:


 


Benefits
upon Termination. If your employment with the Company is terminated for any reason by the Company or by you, the Company
shall only be required to pay you (or, in the event of your death, your estate) the following: (a) any earned but previously unpaid
base salary earned by you as of the last day of your employment with the Company (the “Severance Date”); and (b) reimbursement
of business expenses that you incurred on behalf of the Company in accordance with the Company’s expense reimbursement policy (“Accrued
Obligations”). In addition, if applicable, (a) in the event that your employment is terminated by the Company without Cause
(as such term is defined in the Company’s 2014 Stock Plan or the Company’s 2019 Stock Plan (or any successor plan) collectively,
the “Plan”)), and subject to your complying with the Severance Conditions (as defined below), you will also be entitled to
receive payment of six (6) months of your base salary then in effect, less standard withholdings and authorized deductions, which
shall be paid in a lump sum on the sixtieth (60th) day following the Severance Date; and (b) in the event that your employment
is terminated due to an Involuntary Termination (as defined below) during the period commencing ninety (90) days before a Change of Control
(as defined in the Plan) and ending on the twelve month anniversary of a Change of Control, and subject to your complying with the Severance
Conditions, you will become vested in 100% of the then unvested portion of the outstanding Equity Awards (as defined below) previously
granted to you as of the Severance Date. For purposes of this Agreement, the following terms shall have the meaning as set forth below:


 


“Severance Conditions”
means your (i) signing a separation agreement that contains a general release of claims and non-disparagement covenant in favor of
the Company (among other terms) in a form reasonably acceptable to the Company (the “Separation Agreement”) within twenty
one (21) days following the Severance Date (or such longer period as may be necessary to obtain an effective general release of all claims),
and your not revoking the Separation Agreement during the seven-day period after you sign it; and (ii) complying with the terms of
the Separation Agreement and the Confidentiality Agreement (as defined below).


 






    1


    


    

 


“Involuntary Termination”
means a termination of your employment by the Company without Cause, by you for Good Reason (as defined below), or due to your death or
Disability (as defined below).


 


“Good Reason” means
shall mean the occurrence (without your written consent) of any one or more of the following conditions: (i) a reduction of your
base salary then in effect in excess of 10% (unless pursuant to a salary reduction program applicable generally to the Company’s
similarly situated executives); or (ii) a change in the geographic location of your principal office with the Company that is more
than fifty (50) miles from the current location of the Company’s executive office; provided, however, that any such condition or
conditions, as applicable, shall not constitute Good Reason unless (a) you provide written notice to the Company of the condition
claimed to constitute Good Reason within thirty (30) days of the initial existence of such condition(s); (b) the Company fails to
remedy such condition(s) within thirty (30) days of receiving such written notice thereof; and (c) you terminate your employment
with the Company within thirty (30) days following the end of the Company’s cure period.


 


“Disability” means
a physical or mental impairment which, as reasonably determined by the Company, renders you unable to perform the essential functions
of your job with the Company, even with reasonable accommodation that does not impose an undue hardship on the Company, for 90 consecutive
days or for more than 120 days in any twelve month period.


 


“Equity Awards” means
all time-based stock option awards and time-based restricted stock awards granted to you by the Company (but excluding any performance-
or milestonebased stock options or restricted stock awards).


 


2.             The
following paragraph is added to the Employment Agreement on page 4 at the end of the Section entitled “Miscellaneous”:


 


Section 409A. All
payments and benefits under this Agreement are intended to either be exempt from or to comply with Section 409A of the Internal
Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (collectively,
 “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement is to be interpreted in
compliance therewith. To the extent that any reimbursements under this Agreement are subject to Section 409A, any such
reimbursements will be paid to you no later than December 31 of the year following the year in which the expense was incurred;
provided, that you submit reimbursement requests promptly following the date the expense is incurred, the amount of expenses
reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and your right to reimbursement
under this Agreement will not be subject to liquidation or exchange for another benefit. Accordingly, should any compensation or
benefits payable under this Agreement be subject to Section 409A and be payable upon your termination of employment, then such
amounts will be payable only upon your “separation from service” with the Company within the meaning of
Section 409A. Additionally, if you are determined by the Company at the time of your separation from service to be a
 “specified employee” for purposes of Section 409A, then to the extent delayed commencement of any portion of the
benefits to which you are entitled under this Agreement is required in order to avoid a prohibited distribution under
Section 409A, such portion of your benefits will not be provided or payable prior to the earlier of (i) the expiration of
the six-month period measured from the date of your separation from service or (ii) the date of your death. Upon the first
business day following the expiration of the applicable Section 409A delay period in the prior sentence, then all payments so
deferred will be paid to you in a lump sum (or your estate or beneficiaries), and any remaining payments will be paid as otherwise
provided herein. Finally, your right to receive any installment payments under this Agreement, including without limitation any
continuation salary payments that are payable on the Company’s payroll dates, will be treated as a right to receive a series
of separate payments and, accordingly, each such installment payment will at all times be considered a separate and distinct payment
as permitted under Section 409A.


 






    2


    


    

 


3.             Except
as specifically amended by this Amendment or as otherwise contemplated herein, the Agreement shall remain in full force and effect, and
the Company and you hereby reaffirm all of the provisions of the Agreement as amended by this Amendment.


 


4.             You
acknowledge and agree that (i) each party has cooperated in the drafting and preparation of this Amendment, and therefore, this Amendment
shall not be construed against either party on the basis that any particular party was the drafter; (ii) O’Melveny &
Myers LLP has served as counsel to the Company in connection with the drafting and negotiation of this Amendment and you have had the
opportunity to have legal and financial advisors of your own choosing advise you in connection with the negotiation and preparation of
this Amendment; and (iii) you have read and understand the terms of this Amendment and you are signing this Amendment voluntarily
and without duress.


 


5.             This
Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.


 


6.             The
Company may, in its sole discretion, decide to deliver to you by email or any other electronic means any documents or notices related
to this Amendment, the Employment Agreement, securities of the Company or any other matter, including documents and/or notices required
to be delivered to you by applicable securities law or any other laws or the Company’s Certificate of Incorporation or Bylaws. You
hereby consent to receive such documents and notices by such electronic delivery and agree to participate through any on-line or electronic
system that may be established and maintained by the Company or a third party designated by the Company.


 


7.             Confidential
Information and Invention Assignment Agreement. Like all Company employees, you are required, as a condition of your
employment with the Company, to comply with the Company’s Confidential Information and Invention Assignment Agreement that you
previously signed and which is attached hereto as Attachment A (which you acknowledge previous execution of by executing this
Agreement) (the “Confidentiality Agreement”).


 






    3


    


    

 


8.             Arbitration.
As a material condition to your employment with the Company, you are required to sign the Mutual Agreement to Arbitrate Claims attached
hereto as Attachment B.


 


If the terms of this Amendment to the Employment Agreement are acceptable
to you, please sign below and return this letter to me.


 


	 	 	 	Sincerely,	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	/s/ Andrew McElroy
	 	 	 	Andrew
    McElroy
	 	 	 	Chief Executive Officer
	 	 	 	 
	 	 	 	 	 
	Acknowledged and Agreed:	 	 	 
	 	 	 	 	 
	By:	/s/ Lily Shen	 	Date:	    June 27, 2019
	 	Lily
    Shen	 	 	 
	 	 	 	 	 	 









    4


    


    

 





 


TRANSFIX, INC.


 


CONFIDENTIAL INFORMATION AND


INVENTION ASSIGNMENT AGREEMENT


 


Employee
Name: Lily Shen


 


Effective
Date: March 10 2018


 


As a condition of my becoming employed (or my employment being continued)
by Transfix, Inc., a Delaware corporation, or any of its current or future subsidiaries, affiliates, successors or assigns (collectively,
the “Company”), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter
paid to me by the Company, I agree to the following:


 


		1.	Relationship. This Confidential Information and Invention Assignment Agreement (this “Agreement”)
will apply to my employment relationship with the Company. If that relationship ends and the Company, within a year thereafter, either
reemploys me or engages me as a consultant, I agree that this Agreement will also apply to such later employment or consulting relationship,
unless the Company and I otherwise agree in writing. Any such employment or consulting relationship between the parties hereto, whether
commenced prior to, upon or after the date of this Agreement, is referred to herein as the “Relationship.”



 


		2.	Duties. I will perform for the Company
such duties as may be designated by the Company from time to time or that are otherwise within the scope of the Relationship and not contrary
to instructions from the Company. During the Relationship, I will devote my entire best business efforts to the interests of the
Company and will not engage in other employment or in any activities detrimental to the best interests of the Company
without the prior written consent of the Company.



 






    -1-


     


    

 


		3.	Confidential Information.



 


		(a)	Protection of Information. I understand that during the Relationship, the Company intends to provide me with information,
including Confidential Information (as defined below), without which I would not be able to perform my duties to the Company. I agree,
at all times during the term of the Relationship and thereafter, to hold in strictest confidence, and not to use, except for the benefit
of the Company to the extent necessary to perform my obligations to the Company under the Relationship, and not to disclose to any person,
firm, corporation or other entity, without written authorization from the Company in each instance, any Confidential Information that
I obtain, access or create during the term of the Relationship, whether or not during working hours, until such Confidential Information
becomes publicly and widely known and made generally available through no wrongful act of mine or of others who were under confidentiality
obligations as to the item or items involved. I further agree not to make copies of such Confidential Information except as authorized
by the Company.



 


		(b)	Confidential Information. I understand that “Confidential Information” means information and physical
material not generally known or available outside the Company and information and physical material entrusted to the Company in confidence
by third parties. Confidential Information includes, without limitation: (i) Company Inventions (as defined below); and (ii) technical
data, trade secrets, know-how, research, product or service ideas or plans, software codes and designs, algorithms, developments, inventions,
patent applications, laboratory notebooks, processes, formulas, techniques, biological materials, mask works, engineering designs and
drawings, hardware configuration information, agreements with third parties, lists of, or information relating to, employees and consultants
of the Company (including, but not limited to, the names, contact information, jobs, compensation, and expertise of such employees and
consultants), lists of, or information relating to, suppliers and customers (including, but not limited to, customers of the Company on
whom I called or with whom I became acquainted during the Relationship), price lists, pricing methodologies, cost data, market share data,
marketing plans, licenses, contract information, business plans, financial forecasts, historical financial
data, budgets or other business information disclosed to me by the Company either directly or indirectly, whether in writing, electronically,
orally, or by observation.



 






    -2-


     


    

 


		(c)	Third Party Information. My agreements in this Section 3 are intended to be for the benefit of the Company and
any third party that has entrusted information or physical material to the Company in confidence. I further agree that, during the term
of the Relationship and thereafter, I will not improperly use or disclose to the Company any confidential, proprietary or secret
information of my former employees) or any other person, and I agree not to bring any such information onto the Company’s property
or place of business.



 


		(d)	Other Rights. This Agreement is intended to supplement, and not to supersede, any rights the Company may have in law
or equity with respect to the protection of trade secrets or confidential or proprietary information.



 


		4.	Ownership of Inventions.



 


		(a)	Inventions Retained and Licensed. I have attached hereto, as Exhibit A, a complete list describing with
particularity all Inventions (as defined below) that, as of the Effective Date: (i) I made, and/or (ii) belong solely to me
or belong to me jointly with others or in which I have an interest, and that relate in any way to any of the Company’s actual or
proposed businesses, products, services, or research and development, and which are not assigned to the Company hereunder; or, if no such
list is attached, I represent that there are no such Inventions at the time of signing this Agreement, and to the extent such Inventions
do exist and are not listed on Exhibit A, I hereby forever waive any and all rights or claims of ownership to such Inventions.
I understand that my listing of any Inventions on Exhibit A does not constitute an acknowledgement by the Company of the existence
or extent of such Inventions, nor of my ownership of such Inventions. I further understand that I must receive the formal approval of
the Company before commencing my Relationship with the Company.



 






    -3-


     


    

 



 


		(b)	Use or Incorporation of Inventions. If in the course of the Relationship, I use or incorporate into a product,
service, process or machine any Invention not covered by Section 4(d) of this Agreement in which I have an interest, I
will promptly so inform the Company in writing. Whether or not I give such notice, I hereby
irrevocably grant to the Company a nonexclusive, fully paid-up, royalty-free, assumable, perpetual, worldwide license, with right to transfer
and to sub- license, to practice and exploit such Invention and to make, have made, copy, modify, make derivative works of, use, sell,
import, and otherwise distribute such Invention under all applicable intellectual property laws without restriction of any kind.



 


		(c)	Inventions. I understand that “Inventions” means discoveries, developments, concepts, designs, ideas,
know how, improvements, inventions, trade secrets and/or original works of authorship, whether or not patentable, copyrightable or otherwise
legally protectable. I understand this includes, but is not limited to, any new product, machine, article of manufacture, biological material,
method, procedure, process, technique, use, equipment, device, apparatus, system, compound, formulation, composition of matter, design
or configuration of any kind, or any improvement thereon. I understand that “Company Inventions” means any and all
Inventions that I may solely or jointly author, discover, develop, conceive, or reduce to practice during the period of the Relationship,
except as otherwise provided in Section 4(g) below.



 


		(d)	Assignment of Company Inventions. I agree that I will promptly make full written
                                                           disclosure to the Company, will hold in trust for the sole right and benefit of the Company, and hereby assign to the Company, or
                                                           its designee, all my right, title and interest throughout the world in and to any and all Company Inventions and all patent,
                                                           copyright, trademark, trade secret and other intellectual property rights therein. I hereby waive and irrevocably quitclaim to the
                                                           Company or its designee any and all claims, of any nature whatsoever, that I now have or may hereafter have for infringement of any
                                                           and all Company Inventions. I further acknowledge that all Company Inventions that are made by me (solely or jointly with others)
                                                           within the scope of and during the period of the Relationship are “works made for hire” (to the greatest extent
                                                           permitted by applicable law) and are compensated by my salary. Any assignment of Company Inventions includes all rights of
                                                           attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world that may be
                                                           known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like
                                                           (collectively, “Moral Rights”). To the extent that Moral Rights cannot be assigned under applicable law, I hereby waive and agree not to enforce any and all Moral Rights,
including, without limitation, any limitation on subsequent modification, to the extent permitted under applicable law.



 






    -4-


     


    

 


		(e)	Maintenance of Records. I agree to keep and maintain adequate and current written records of all Company Inventions
made or conceived by me (solely or jointly with others) during the term of the Relationship. The records may be in the form of notes,
sketches, drawings, flow charts, electronic data or recordings, laboratory notebooks, or any other format. The records will be available
to and remain the sole property of the Company at all times. I agree not to remove such records from the Company’s place of business
except as expressly permitted by Company policy which may, from time to time, be revised at the sole election of the Company for the purpose
of furthering the Company’s business. I agree to deliver all such records (including any copies thereof) to the Company at the time
of termination of the Relationship as provided for in Section 5 and Section 6.



 


		(f)	Patent and Copyright Rights. I agree to assist the Company, or its designee, at its expense, in every proper way to
secure the Company’s, or its designee’s, rights in the Company Inventions and any copyrights, patents, trademarks, mask work
rights, Moral Rights, or other intellectual property rights relating thereto in any and all countries, including the disclosure to the
Company or its designee of all pertinent information and data with respect thereto, the execution of all applications, specifications,
oaths, assignments, recordations, and all other instruments which the Company or its designee shall deem necessary in order to apply for,
obtain, maintain and transfer such rights, or if not transferable, waive and agree never to assert such rights, and in order to assign
and convey to the Company or its designee, and any successors, assigns and nominees the sole and exclusive right, title and interest in
and to such Company Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto.
I further agree that my obligation to execute or cause to be executed, when it is in my power to do so, any such instrument or papers
shall continue during and at all times after the end of the Relationship and until the expiration of the last such intellectual property
right to expire in any country of the world. I hereby irrevocably designate and appoint the Company and its duly authorized officers and
agents as my agent and attorney-in-fact, to act for and in my behalf and stead to execute and file any such instruments and papers and to do all other lawfully
permitted acts to further the application for, prosecution, issuance, maintenance or transfer of letters patent, copyright, mask work
and other registrations related to such Company Inventions. This power of attorney is coupled with an interest and shall not be affected
by my subsequent incapacity.



 






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		(g)	Exception to Assignments. Subject to the requirements of applicable state law, if any, I understand that the Company
Inventions will not include, and the provisions of this Agreement requiring assignment of inventions to the Company do not apply to, any
invention which qualifies fully for exclusion under the provisions of applicable state law, if any. In order to assist in the determination
of which inventions qualify for such exclusion, I will advise the Company promptly in writing, during and after the term of the Relationship,
of all Inventions solely or jointly conceived or developed or reduced to practice by me during the period of the Relationship.



 


		5.	Company Property; Returning Company Documents. I acknowledge and agree that I have no expectation of privacy with respect
to the Company’s telecommunications, networking or information processing systems (including, without limitation, files, e-mail
messages, and voice messages) and that my activity and any files or messages on or using any of those systems may be monitored or reviewed
at any time without notice. I further agree that any property situated on the Company’s premises and owned by the Company, including
disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company personnel at any time with or
without notice. I agree that, at the time of termination of the Relationship, I will deliver to the Company (and will not keep in
my possession, recreate or deliver to anyone else) any and all devices, records, data, notes, reports, proposals, lists, correspondence,
specifications, drawings, blueprints, sketches, laboratory notebooks, materials, flow charts, equipment, other documents or property,
or reproductions of any of the aforementioned items developed by me pursuant to the Relationship or otherwise belonging to the Company,
its successors or assigns.



 


		6.	Termination Certification. In the event of the termination of the Relationship, I agree to sign and deliver the
 “Termination Certification” attached hereto as Exhibit B; however, my failure to sign and deliver the Termination
Certification shall in no way diminish my continuing obligations under this Agreement.



 






    -6-


     


    

 


		7.	Notice to Third Parties. I agree that
during the periods of time during which I am restricted in taking certain actions by the terms of this Agreement (the “Restriction
Period”), I shall inform any entity or person with whom I may seek to enter into a business relationship (whether as an
owner, employee, independent contractor or otherwise) of my contractual obligations under this Agreement. I also understand and agree
that the Company may, with or without prior notice to me and during or after the term of the Relationship, notify third parties of my
agreements and obligations under this Agreement. I further agree that, upon written request by the Company, I will respond to the
Company in writing regarding the status of my employment or proposed employment with any party during the Restriction Period.



 


		8.	Solicitation of Employees, Consultants and Other Parties. As described above, I acknowledge and agree that the
Company’s Confidential Information includes information relating to the Company’s employees, consultants, customers and others,
and that I will not use or disclose such Confidential Information except as authorized by the Company. I further agree as follows:



 


		(a)	Employees, Consultants. I agree that during the term of the Relationship, and for a period of twelve (12) months immediately
following the termination of the Relationship for any reason, whether with or without cause, I shall not, directly or indirectly,
solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate their relationship with the Company,
or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for myself or for any other
person or entity.



 


		(b)	Other Parties. I agree that during the term of the Relationship, I will not negatively influence any of the Company’s
clients, licensors, licensees or customers from purchasing Company products or services or solicit or influence or attempt to influence
any client, licensor, licensee, customer or other person either directly or indirectly, to direct any purchase of products and/or services
to any person, firm, corporation, institution or other entity in competition with the business of the Company. In addition, I acknowledge
that the Company has valuable Trade Secrets (as defined by applicable law from time to time) to which I will have access during the term
of the Relationship. I understand that the Company intends to vigorously pursue its rights under applicable Trade Secrets law if,
during a period of twelve (12) months immediately following the termination of the Relationship for any reason, whether with or without
cause, I solicit or influence or attempt to influence any client, licensor, licensee, customer or other person either directly or
indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution or other entity in competition
with the business of the Company. Thereafter, the Company intends to vigorously pursue its rights under applicable Trade Secrets law as
the circumstances warrant.



 






    -7-


     


    

 


		9.	Covenant Not to Compete. As described above, I acknowledge and agree that the Company’s Confidential Information
includes information relating to the Company’s employees, consultants, customers and others, and that I will not use or disclose
such Confidential Information except as authorized by the Company. I further agree as follows:



 


		(a)	I agree that during the course of my Relationship, and for a period of twelve (12) months immediately following the termination of
my Relationship for any reason, whether with or without cause, at the option either of the Company or myself, with or without notice,
or twelve (12) months from the date of any court order enforcing all or part of this Agreement, whichever is later, I will not, either
directly or indirectly, (i) act or agree to act as an advisor, agent, consultant, director, employee, officer, partner, proprietor
or otherwise of, (ii) own or acquire any ownership interest in (except for passive ownership of one percent (1 %) or less of any
entity whose securities have been registered under the Securities Act of 1933, as amended, or Section 12 of the Securities Exchange
Act of 1934, as amended) or (iii) participate in the organization, financing, operation, management or control of, any person, corporation,
firm, or other entity that competes with the Company’s business in the Territory (A) as conducted by the Company during the
course of my employment with the Company or (B) planned to be conducted by the Company pursuant to a product or business plan developed
prior to the termination of my employment with the Company. “Territory” shall mean (i) all counties in the State
of New York, (ii) all other states of the United States of America, (iii) the European Union, (iv) Asia, and (v) all
other countries of the world in which the Company is then engaged in business. In particular, “Territory” shall include such
geographic areas in which (I) the Company’s products and Relationships are then deployed, (II) the Company then has a
customer or (III) the Company then has operations or otherwise targets sales and marketing
activities or conducts or has plans to conduct business during the course of my employment.



 






    -8-


     


    

 


		(b)	I acknowledge that my fulfillment of the obligations contained in this Agreement, including, but not limited to, my obligation neither
to use, except for the benefit of the Company, nor to disclose the Company’s Confidential Information and my obligation not to compete
contained in Section 9(a) above is necessary to protect the Company’s Confidential Information and to preserve the Company’s
value and goodwill. I further acknowledge the time, geographic and scope limitations of my obligations under Section 9(a) above
are reasonable, especially in light of the Company’s desire to protect its Confidential Information, and that I will not be precluded
from gainful employment if I am obligated not to compete with the Company as described above.



 


		(c)	The covenants contained in Section 9(a) above shall be construed as a series of separate covenants, one for each city, county
and state of any geographic area in the Territory. Except for geographic coverage, each such separate covenant shall be deemed identical
in terms to the covenant contained in Section 9(a). If, in any judicial proceeding, a court refuses to enforce any of such separate
covenants (or any part thereof), then such unenforceable covenant (or such part) shall be eliminated from this Agreement to the extent
necessary to permit the remaining separate covenants (or portions thereof) to be enforced. In the event the provisions of Section 9(a) above
are deemed to exceed the time, geographic or scope limitations permitted by applicable law, then such provisions shall be reformed to
the maximum time, geographic or scope limitations, as the case may be, then permitted by such law.



 






    -9-


     


    

 


		(d)	This Agreement is understood to be clear and enforceable as written and is executed by both parties on that basis. However, should
I later challenge any provision as unclear, unenforceable, or inapplicable to any competitive activity that I intend to engage in, I
will first notify the Company in writing and meet with a Company representative and a neutral mediator (if the Company elects to retain
one at its expense) to discuss resolution of any disputes between the parties. I will provide this notification at least fourteen (14)
days before I engage in any activity on behalf of a competitor of the Company or engage in other activity that could foreseeably fall within
a questioned restriction. The failure to comply with this requirement shall waive my right to challenge the reasonable scope, clarity,
applicability, or enforceability of the Agreement and its restrictions at a later time. All rights of both parties will be preserved if
this requirement is complied with even if no agreement is reached in the conference. I further agree that during the term of the restrictions
in this Section 9, I shall promptly inform the Company in writing of the identity of any new employer, the job title of my new
position and a description of any Relationships to be rendered to that employer; and, if the new employer is a competitor of the Company,
will communicate my obligations under this Agreement to each new employer, which shall include providing each new employer with a copy
of this Agreement.



 


		10.	At-Will Relationship. I understand and acknowledge that, except as may be otherwise explicitly provided in a separate
written agreement between the Company and me, my Relationship with the Company is and shall continue to be at-will, as defined under applicable
law, meaning that either I or the Company may terminate the Relationship at any time for any reason or no reason, without further obligation
or liability, other than those provisions of this Agreement that explicitly continue in effect after the termination of the Relationship.



 


		11.	Representations and Covenants.



 


		(a)	Facilitation of Agreement. I agree to execute promptly, both during and after the end of the Relationship, any proper
oath, and to verify any proper document, required to carry out the terms of this Agreement, upon the Company’s written request to
do so.



 


		(b)	No Conflicts. I represent that my performance of all the terms of this Agreement does not and will not breach any agreement
I have entered into, or will enter into, with any third party, including without limitation any agreement to keep in confidence proprietary
information or materials acquired by me in confidence or in trust prior to or during the Relationship. I will not disclose to the Company
or use any inventions, confidential or non-public proprietary information or material belonging to any previous client, employer or any
other party. I will not induce the Company to use any inventions, confidential or non-public proprietary information, or material belonging
to any previous client, employer or any other party. I acknowledge and agree that I have listed on Exhibit A all agreements
(e.g., non-competition agreements, non-solicitation of customers agreements, non-solicitation of employees agreements, confidentiality
agreements, inventions agreements, etc.), if any, with a current or former client, employer, or any other person or entity, that
may restrict my ability to accept employment with the Company or my ability to recruit or engage customers or service providers on behalf
of the Company, or otherwise relate to or restrict my ability to perform my duties for the Company or any obligation I may have to the
Company. I agree not to enter into any written or oral agreement that conflicts with the provisions of this Agreement.



 






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		(c)	Voluntary Execution. I certify and acknowledge that I have carefully read all of the provisions of this Agreement, that
I understand and have voluntarily accepted such provisions, and that I will fully and faithfully comply with such provisions.



 


		12.	Electronic Delivery. Nothing herein is intended to imply a right to participate in any of the Company’s equity
incentive plans, however, if I do participate in such plan(s), the Company may, in its sole discretion, decide to deliver any documents
related to my participation in the Company’s equity incentive plan(s) by electronic means or to request my consent to participate
in such plan(s) by electronic means. I hereby consent to receive such documents by electronic delivery and agree, if applicable,
to participate in such plan(s) through an on-line or electronic system established and maintained by the Company or a third party
designated by the Company.



 


		13.	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.



 


		(b)	Entire Agreement. This Agreement sets forth the entire agreement and understanding between the Company and me relating
to its subject matter and merges all prior discussions between us. No amendment to this Agreement will be effective unless in writing
signed by both parties to this Agreement. The Company shall not be deemed hereby to have waived any rights or remedies it may have in
law or equity, nor to have given any authorizations or waived any of its rights under this Agreement, unless, and only to the extent,
it does so by a specific writing signed by a duly authorized officer of the Company, it being understood that, even if I am an officer
of the Company, I will not have authority to give any such
authorizations or waivers for the Company under this Agreement without specific approval by the Board of Directors. Any subsequent change
or changes in my duties, obligations, rights or compensation will not affect the validity or scope of this Agreement.



 






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		(c)	Successors and Assigns. This Agreement will be binding upon my heirs, executors, administrators and other legal representatives,
and my successors and assigns, and will be for the benefit of the Company, its successors, and its assigns.



 


		(d)	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.



 


		(e)	Severability. If one or more of the provisions in this Agreement are deemed void or unenforceable to any extent in any
context, such provisions shall nevertheless be enforced to the fullest extent allowed by law in that and other contexts, and the validity
and force of the remainder of this Agreement shall not be affected. The Company and I have attempted to limit my right to use, maintain
and disclose the Company’s Confidential Information, and to limit my right to solicit employees and customers only to the extent
necessary to protect the Company from unfair competition. Should a court of competent jurisdiction determine that the scope of the covenants
contained in Section 8 and Section 9 exceed the maximum restrictiveness such court deems reasonable and enforceable, the parties
intend that the court should reform, modify and enforce the provision to such narrower scope as it determines to be reasonable and enforceable
under the circumstances existing at that time.



 


		(f)	Remedies. I acknowledge and agree that violation of this Agreement by me may cause the Company irreparable harm, and
therefore I agree that the Company will be entitled to seek extraordinary relief in court, including, but not limited to, temporary restraining
orders, preliminary injunctions and permanent injunctions without the necessity of posting a bond or other security (or, where such a
bond or security is required, I agree that a $1,000 bond
will be adequate), in addition to and without prejudice to any other rights or remedies that the Company may have for a breach of this
Agreement.



 






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		(g)	Advice of Counsel. I ACKNOWLEDGE THAT, IN EXECUTING THIS AGREEMENT, I HAVE HAD THE OPPORTUNITY TO SEEK THE
ADVICE OF INDEPENDENT LEGAL COUNSEL, AND I HAVE READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT
SHALL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.



 


		(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.



 


[Signature Page Follows]


 






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The parties have executed this Agreement on the
respective dates set forth below, to be effective as of the Effective Date first above written.


 


	 	THE COMPANY:
	 	 
	 	TRANSFIX, INC.
	 	 	 
	 	By:	/s/ Andrew McElroy
	 	 	 
	 	Name:  Andrew McElroy
	 	 	 
	 	Title: Chief Executive Officer
	 	 
	 	Address: 111 West 19th Street, New York, NY 10011
	 	 



 


	 	Date:
	 	 
	 	EMPLOYEE:
	 	 
	 	Lily
Shen
	 	 
	 	 
	 	Signature
	 	 
	 	Address:
	 	 	 
	 	 	 
	 	Email:	 
	 	 	 
	 	Date:	 


 






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ATTACHMENT B


 


MUTUAL AGREEMENT TO ARBITRATE
CLAIMS


 






     


     


    

 


Mutual Agreement to Arbitrate Claims


 


I
recognize that disputes may arise between Transfix, Inc. (“the Company”) and me during or following my employment with
the Company. This Mutual Agreement to Arbitrate Claims (“Agreement”) provides for an impartial procedure to resolve any disputes
between the Company and me. In consideration of my ongoing employment with the Company, as well as the compensation, bonuses and equity
awards that I will or may be eligible to receive as a result of such employment, the Company and I hereby agree to the following terms
and conditions of this Agreement.


 




Claims Covered by this Agreement


 


The Company and I mutually consent to the resolution
by final and binding arbitration of all claims or controversies (collectively “claims”), whether or not arising out of my
employment or the termination of employment with the Company, that the Company may have against me or that I may have against the Company
or against its parent, subsidiary or affiliated companies, or any of their respected employees, directors, officers, agents, benefit plans
and plan sponsors. The claims covered by this Agreement include, but are not limited to, claims for wages, overtime pay, bonus, commissions,
meal or rest breaks, vacation, expenses, penalties, or other compensation due; claims for breach of any contract (express or implied);
tort claims; claims for wrongful termination, retaliation, fraud or defamation; claims for discrimination or harassment (including, but
not limited to, on the basis of race, sex, religion, national origin, age, marital status, handicap, disability, medical condition, gender
expression, veteran status, pregnancy or sexual orientation); claims for benefits (except where an employee benefit or pension plan specifies
that its claims procedure shall culminate in an arbitration procedure different from this one); and claims for violation of any federal,
state, or other governmental law, statute, regulation, constitution or ordinance. The parties intend that the claims to be arbitrated
be construed as broadly as possible.


 


Claims Not Covered by the Agreement


 


Claims I may have for workers’
compensation or unemployment compensation benefits, claims that could be made to the National Labor Relations Board, or any other dispute
which as expressly provided by law may not be submitted to arbitration, are not covered by this Agreement. In addition, either party
may file an action in any court of competent jurisdiction for a temporary restraining order, preliminary injunction or other provisional
equitable relief to ensure that the relief sought in arbitration is not rendered ineffectual by interim harm. The Company and I also
further agree that any disputes regarding the scope or validity of any terms of this Agreement, including
the Class Action Waiver (as defined below), may only be resolved by a court of competent jurisdiction and not by the Arbitrator.


 










Written notice to the Company shall be sent to Transfix, Inc. at 7 498 7th Ave 19th Floor New York, NY 10018. I
will be given written notice at the last address recorded in my personnel file.


 


Arbitration Procedures


 


The Company and I agree that, except as provided
in this Agreement, any arbitration shall be in accordance with the then current JAMS employment arbitration rules of procedures (“JAMS”)
(which are available at https://www.iamsadr.com/rules- employment) before an impartial Arbitrator to be mutually selected by the
parties from the JAMS panel of neutral arbitrators with employment law experience who conduct arbitrations in the state in which the arbitration
is convened (the “Arbitrator”). The arbitration shall take place in or near the city in which I am or was last employed by
the Company.


 


The Arbitrator shall apply the substantive law
of the state in which the claim arose, or federal law, or both, as applicable to the claim(s) asserted. The Federal Rules of
Evidence shall apply. The Arbitrator’s decision shall be final and binding upon the parties.


 


The Arbitrator shall have jurisdiction to hear
and rule on pre-hearing disputes and is authorized to hold pre-hearing conferences by telephone or in person as the Arbitrator deems
necessary. The Arbitrator shall have the authority to entertain a motion to dismiss, motion to strike and/or a motion for summary judgment
by either party and shall apply the standards governing such motions under the Federal Rules of Civil Procedure. However, any issues
regarding the scope or validity of any provisions of this Agreement shall be decided by a court of competent jurisdiction and not the
Arbitrator.


 


Either party, at its expense, may arrange for and
pay the cost of a court reporter to provide a stenographic record of the proceedings.













 












    1


     


    

 




No Class Claims


 


All claims that are covered by this Agreement can
only be brought by me or the Company on an individual basis. The Company and I agree to waive any right to make any claims on a representative
or class basis to the fullest extent permitted by law (the “Class Action Waiver”). However, nothing in this Agreement
prohibits the arbitrator from joining or consolidating individual claims brought by other parties to the extent permitted by Rules 19-21
and 42 of the Federal Rules of Civil Procedure.


 


Opt-Out For Sexual Harassment and/or Sexual Assault Claims


 


I understand that I have the option to pursue a claim of sexual harassment
or sexual assault (an “excluded claim”) either in an arbitration proceeding pursuant to this Agreement or in a court of competent
jurisdiction, which election must be made at the time of filing any such legal proceeding; provided, however, that any other claim I may
have must be submitted to binding arbitration pursuant to this Agreement and will be decided separate from the excluded claims to the
extent I pursue excluded claims in a court proceeding.


 


Grievances, Required Notice and Statute of Limitations


 


If either I or the Company assert a claim that
is covered by this Agreement, either may demand arbitration. The Company and I agree that the party asserting a claim must give written
notice of any such claim to the other party and demand arbitration within the statute of limitations proscribed by law for that claim.


 


The written notice must identify and describe the nature of all claims
asserted and the facts upon which such claims are based. The notice shall be personally delivered to the other party or sent by certified
or registered mail, return receipt requested.


 


Discovery


 


In such arbitration, the parties may conduct discovery
to the same extent as would be permitted in a court of law.


 


Designation of Witnesses


 


At least 30 days before the arbitration, the parties
must exchange lists of witnesses, including any expert, and copies of all exhibits intended to be used at the arbitration.


 










Either party, upon request at the close of hearing,
shall be given leave to file a post-hearing brief. The time for filing such a brief shall be set by the Arbitrator. The Arbitrator shall
render a written award and opinion.


 


Except as otherwise provided in this Agreement,
both the Company and I agree that neither of us shall initiate or prosecute any lawsuit or administrative action on an individual or class
basis which is in any way related to any claim covered by this Agreement. In no event shall the Arbitrator have authority to arbitrate
any class, collective, representative, or private attorney general action.


 


Representation


 


Either party may be represented by an attorney
in the arbitration.


 


Requirements for Modification or Revocation


 


This Agreement to arbitrate shall survive the termination
of my employment. The Agreement can only be revoked or modified by a writing signed by both me and an authorized officer of the Company
that specifically states an intent to revoke or modify this Agreement.


 


Sole and Entire Agreement


 


This is the complete agreement of the parties on
the subject of arbitration of disputes (except for any arbitration agreement in connection with any pension or benefit plan). This Agreement
supersedes any prior or contemporaneous oral or written understanding on the subject. No party is relying on any representations, oral
or written, on the subject of the effect, enforceability, or meaning of this Agreement, except as specifically set forth in this Agreement.


 


Construction


 


If any provision of this Agreement is determined
to be void or otherwise unenforceable, such determination shall not affect the validity of the remainder of the Agreement.


 


Consideration


 


The mutual promises by the Company and me to arbitrate
claims, as well as my employment or continued employment with the Company provide adequate consideration for this Agreement.


 


Not an Employment Agreement


 


This Agreement is not a contract of employment,
express or implied, and does not alter the “at-will” status of my employment. This means that either I or the Company can terminate my employment at any time, with or without cause or prior notice.













 









    2


     


    

 




Subpoenas


 


Each party shall have the right to subpoena witnesses
and documents for the arbitration.


 


Arbitration Fees and Costs


 


The Company shall pay all fees and costs of the
Arbitrator and any JAMS administrative fees that exceed the filing fees that would otherwise be incurred in a court proceeding. Each party
shall pay for its own costs and attorneys’ fees, if any. However, if any party prevails on a claim that allows the prevailing party
to be awarded attorneys’ fees, the Arbitrator may award reasonable fees to the prevailing party.


 


Interstate Commerce


 


I understand and agree that the Company is engaged
in transactions involving interstate commerce and that my employment involves such commerce. As such, I acknowledge that this Agreement
is subject to the Federal Arbitration Act.


 










Electronic Delivery/Signatures


 


The Company may, in its sole discretion, decide to deliver to you by
email or any other electronic means any documents or notices related to this Agreement. You hereby consent to receive such documents and
notices by such electronic delivery and agree to participate through any on-line or electronic system that may be established and maintained
by the Company or a third party designated by the Company, including to allow for electronic signature of this Agreement.













 










 


By signing below, I acknowledge that I
have carefully read this Agreement, and that I understand its terms. I further understand and agree, that I and the Company are waiving
our right to have claims resolved by a court or a jury, and that all disputes between me and the Company must be resolved by binding arbitration
as provided in this Agreement.


 


	EMPLOYEE NAME	 	 	Transfix, Inc.	 
	Signature of Employee:	 Date:	 	Signature of Company Representative:	 Date:
	 	 	 		 
	 	 	 	 	 
	/s/ Lily Shen	 June 27, 2019	 	/s/ Andrew McElroy	 Jun 27, 2019
	 	 	 	 	 
	Print Name of Employee and Location of Employment	 	Print Name and Title of Representative
	 	 	 	 	 
	 	 	 	 	 
	Lily Shen; Transfix NYC Headquarters	 	Andrew McElroy, Founder & Chief Executive Officer


 




 






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