EX-10.19





 Exhibit 10.19 

INCENTIVE STOCK OPTION GRANT NOTICE 

UNDER THE PLASTIQ INC. 

2012 AMENDED AND RESTATED STOCK OPTION AND GRANT PLAN  

Pursuant to the Plastiq Inc. 2012 Amended and Restated Stock Option and Grant Plan (the “Plan”), Plastiq Inc., a Delaware
corporation (together with any successor, the “Company”), has granted to the individual named below, an option (the “Stock Option”) to purchase on or prior to the Expiration Date, or such earlier date as is specified herein, all
or any part of the number of shares of Common Stock, par value $0.000001 per share (“Common Stock”), of the Company indicated below (the “Shares”), at the Option Exercise Price per share, subject to the terms and conditions set
forth in this Incentive Stock Option Grant Notice (the “Grant Notice”), the attached Incentive Stock Option Agreement (the “Agreement”) and the Plan. This Stock Option is intended to qualify as an “incentive stock
option” as defined in Section 422(b) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”). To the extent that any portion of the Stock Option does not so qualify, it shall be deemed a non-qualified stock option. 
  

			
	Name of Optionee:	  	__________________ (the “Optionee”)
		
	No. of Shares:	  	__________ Shares of Common Stock
		
	Grant Date:	  	____________
		
	Vesting Commencement Date:	  	__________________ (the “Vesting Commencement Date”)
		
	Expiration Date:	  	__________________ (the “Expiration Date”)
		
	Option Exercise Price/Share:	  	$_________________ (the “Option Exercise Price”)
		
	Vesting Schedule:	  	25 percent of the Shares shall vest and become exercisable on the first anniversary of the Vesting Commencement Date; provided that the Optionee continues to have a Service Relationship with the Company at such time.
Thereafter, the remaining 75 percent of the Shares shall vest and become exercisable in 36 equal monthly installments following the first anniversary of the Vesting Commencement Date, provided the Optionee continues to have a Service
Relationship with the Company at such time. Notwithstanding anything in the Agreement to the contrary, in the case of a Sale Event, this Stock Option and the Shares shall be treated as provided in Section 3(c) of the Plan.

 Attachments: Incentive Stock Option Agreement, 2012 Amended and Restated Stock Option and Grant Plan 












 INCENTIVE STOCK OPTION AGREEMENT 

UNDER THE PLASTIQ INC. 

2012 AMENDED AND RESTATED STOCK OPTION AND GRANT PLAN 

All capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Grant Notice and the Plan.

 1. Vesting, Exercisability and Termination. 

(a) No portion of this Stock Option may be exercised until such portion shall have vested and become exercisable. 

(b) Except as set forth below, and subject to the determination of the Committee in its sole discretion to accelerate the vesting schedule
hereunder, this Stock Option shall be vested and exercisable on the respective dates indicated below: 
 (i) This Stock
Option shall initially be unvested and unexercisable. 
 (ii) This Stock Option shall vest and become exercisable in
accordance with the Vesting Schedule set forth in the Grant Notice. 
 (c) Termination. Except as may otherwise be provided by the
Committee, if the Optionee’s Service Relationship is terminated, the period within which to exercise this Stock Option will be subject to earlier termination as set forth below (and if not exercised within such period, shall thereafter
terminate subject, in each case, to Section 3(c) of the Plan): 
 (i) Termination Due to Death or Disability. If
the Optionee’s Service Relationship terminates by reason of such Optionee’s death or Disability, this Stock Option may be exercised, to the extent exercisable on the date of such termination, by the Optionee, the Optionee’s legal
representative or legatee for a period of 12 months1 from the date of death or Disability or until the Expiration Date, if earlier. 

(ii) Other Termination. If the Optionee’s Service Relationship terminates for any reason other than death or
Disability, and unless otherwise determined by the Committee, this Stock Option may be exercised, to the extent exercisable on the date of termination, for a period of 90 days from the date of termination or until the Expiration Date, if earlier;
provided however, if the Optionee’s Service Relationship is terminated for Cause, this Stock Option shall terminate immediately upon the date of such termination. 

 

	1 	 The 12-month and 90-day periods
in (i) and (ii) reflect ISO standards. It is possible to have shorter periods in the context of an ISO. Longer periods are permissible, however, unless the option is exercised within such 12-month or 90-day period, the option will become an NQO. See §422(a)(2). Also, amending the agreement to extend these periods will disqualify the ISO and result in a new measurement date for accounting purposes and thus
potential earnings charges. Under California blue sky law, this period may be no less than 6 months for death and Disability and no less than 30 days for any other termination (other than for Cause). 



  
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 For purposes hereof, the Committee’s determination of the reason for termination of the
Optionee’s Service Relationship shall be conclusive and binding on the Optionee and his or her representatives or legatees. Any portion of this Stock Option that is not vested and exercisable on the date of termination of the Service
Relationship shall terminate immediately and be null and void. 
 (d) It is understood and intended that this Stock Option is intended to
qualify as an “incentive stock option” as defined in Section 422 of the Code to the extent permitted under applicable law. Accordingly, the Optionee understands that in order to obtain the benefits of an incentive stock option under
Section 422 of the Code, no sale or other disposition may be made of Shares for which incentive stock option treatment is desired within the one-year period beginning on the day after the day of the
transfer of such Shares to him or her, nor within the two-year period beginning on the day after Grant Date of this Stock Option and further that this Stock Option must be exercised within three months after
termination of employment as an employee (or 12 months in the case of death or disability) to qualify as an incentive stock option. If the Optionee disposes (whether by sale, gift, transfer or otherwise) of any such Shares within either of these
periods, he or she will notify the Company within 30 days after such disposition. The Optionee also agrees to provide the Company with any information concerning any such dispositions required by the Company for tax purposes. Further, to the extent
this Stock Option and any other incentive stock options of the Optionee having an aggregate Fair Market Value in excess of $100,000 (determined as of the Grant Date) first become exercisable in any year, such options will not qualify as incentive
stock options. 
 2. Exercise of Stock Option. 

(a) The Optionee may exercise this Stock Option only in the following manner: Prior to the Expiration Date, the Optionee may deliver a Stock
Option exercise notice (an “Exercise Notice”) in the form of Appendix A hereto indicating his or her election to purchase some or all of the Shares with respect to which this Stock Option is then exercisable. Such
notice shall specify the number of Shares to be purchased. Payment of the purchase price may be made by one or more of the methods described in Section 5 of the Plan, subject to the limitations contained in such Section of the Plan, including
the requirement that the Committee specifically approve in advance certain payment methods. 
 (b) Notwithstanding any other provision hereof
or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date. 
 3. Incorporation of Plan.
Notwithstanding anything herein to the contrary, this Stock Option shall be subject to and governed by all the terms and conditions of the Plan. 

4. Transferability of Stock Option. This Stock Option is personal to the Optionee and is not transferable by the Optionee in any manner
other than by will or by the laws of descent and distribution. The Stock Option may be exercised during the Optionee’s lifetime only by the Optionee (or by the Optionee’s guardian or personal representative in the event of the
Optionee’s incapacity). The Optionee may elect to designate a beneficiary by providing written notice of the name of such beneficiary to the Company, and may revoke or change such designation at any time by filing written notice of revocation
or change with the Company; such 

  
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beneficiary may exercise the Optionee’s Stock Option in the event of the Optionee’s death to the extent provided herein. If the Optionee does not designate a beneficiary, or if the
designated beneficiary predeceases the Optionee, the legal representative of the Optionee may exercise this Stock Option to the extent provided herein in the event of the Optionee’s death. 

5. Restrictions on Transfer of Shares. The Shares acquired upon exercise of the Stock Option shall be subject to certain transfer
restrictions and other limitations including, without limitation, the provisions contained in Section 9 of the Plan. 
 6.
Miscellaneous Provisions. 
 (a) Equitable Relief. The parties hereto agree and declare that legal remedies may be inadequate
to enforce the provisions of this Agreement and that equitable relief, including specific performance and injunctive relief, may be used to enforce the provisions of this Agreement. 

(b) Adjustments for Changes in Capital Structure. If, as a result of any reorganization, recapitalization, reincorporation,
reclassification, stock dividend, stock split, reverse stock split or other similar change in the Common Stock, the outstanding shares of Common Stock are increased or decreased or are exchanged for a different number or kind of securities of the
Company, the restrictions contained in this Agreement shall apply with equal force to additional and/or substitute securities, if any, received by the Optionee in exchange for, or by virtue of his or her ownership of, this Stock Option or Shares
acquired pursuant thereto. 
 (c) Change and Modifications. This Agreement may not be orally changed, modified or terminated, nor
shall any oral waiver of any of its terms be effective. This Agreement may be changed, modified or terminated only by an agreement in writing signed by the Company and the Optionee. 

(d) Governing Law. This Agreement shall be governed by and construed in accordance with the General Corporation Law of the State of
Delaware as to matters within the scope thereof, and as to all other matters shall be governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts, without regard to conflict of law principles that would result
in the application of any law other than the law of the Commonwealth of Massachusetts. 
 (e) Headings. The headings are intended only
for convenience in finding the subject matter and do not constitute part of the text of this Agreement and shall not be considered in the interpretation of this Agreement. 

(f) Saving Clause. If any provision(s) of this Agreement shall be determined to be illegal or unenforceable, such determination shall in
no manner affect the legality or enforceability of any other provision hereof. 
 (g) Notices. All notices, requests, consents and
other communications shall be in writing and be deemed given when delivered personally, by telex or facsimile transmission or when received if mailed by first class registered or certified mail, postage prepaid. Notices to the Company or the
Optionee shall be addressed as set forth underneath their signatures below, or to such other address or addresses as may have been furnished by such party in writing to the other. 

  
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 (h) Benefit and Binding Effect. This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto, their respective successors, assigns, and legal representatives. The Company has the right to assign this Agreement, and such assignee shall become entitled to all the rights of the Company hereunder to the
extent of such assignment. 
 (i) Counterparts. For the convenience of the parties and to facilitate execution, this Agreement may be
executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same document. 

(j) Integration. This Agreement constitutes the entire agreement between the parties with respect to this Stock Option and supersedes
all prior agreements and discussions between the parties concerning such subject matter. 
 7. Dispute Resolution. 

(a) Except as provided below, any dispute arising out of or relating to the Plan or this Stock Option, this Agreement, or the breach,
termination or validity of the Plan, this Stock Option or this Agreement, shall be finally settled by binding arbitration conducted expeditiously in accordance with the J.A.M.S./Endispute Comprehensive Arbitration Rules and Procedures (the
“J.A.M.S. Rules”). The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. Sections 1 16, and judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof. The place
of arbitration shall be Boston, Massachusetts. 
 (b) The arbitration shall commence within 60 days of the date on which a written demand for
arbitration is filed by any party hereto. In connection with the arbitration proceeding, the arbitrator shall have the power to order the production of documents by each party and any third-party witnesses. In addition, each party may take up to
three depositions as of right, and the arbitrator may in his or her discretion allow additional depositions upon good cause shown by the moving party. However, the arbitrator shall not have the power to order the answering of interrogatories or the
response to requests for admission. In connection with any arbitration, each party to the arbitration shall provide to the other, no later than seven business days before the date of the arbitration, the identity of all persons that may testify at
the arbitration and a copy of all documents that may be introduced at the arbitration or considered or used by a party’s witness or expert. The arbitrator’s decision and award shall be made and delivered within six months of the selection
of the arbitrator. The arbitrator’s decision shall set forth a reasoned basis for any award of damages or finding of liability. The arbitrator shall not have power to award damages in excess of actual compensatory damages and shall not multiply
actual damages or award punitive damages, and each party hereby irrevocably waives any claim to such damages. 
 (c) The Company, the
Optionee, each party to the Agreement and any other holder of Shares issued pursuant to this Agreement (each, a “Party”) covenants and agrees that such party will participate in the arbitration in good faith. This Section 7 applies
equally to requests for temporary, preliminary or permanent injunctive relief, except that in the case of temporary or preliminary injunctive relief any party may proceed in court without prior arbitration for the limited purpose of avoiding
immediate and irreparable harm. 

  
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 (d) Each Party (i) hereby irrevocably submits to the jurisdiction of any United States
District Court of competent jurisdiction for the purpose of enforcing the award or decision in any such proceeding, (ii) hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or
proceeding, any claim that it is not subject personally to the jurisdiction of the above named courts, that its property is exempt or immune from attachment or execution (except as protected by applicable law), that the suit, action or proceeding is
brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, and (iii) hereby waives and agrees not to seek any
review by any court of any other jurisdiction which may be called upon to grant an enforcement of the judgment of any such court. Each Party hereby consents to service of process by registered mail at the address to which notices are to be given.
Each Party agrees that its, his or her submission to jurisdiction and its, his or her consent to service of process by mail is made for the express benefit of each other Party. Final judgment against any Party in any such action, suit or proceeding
may be enforced in other jurisdictions by suit, action or proceeding on the judgment, or in any other manner provided by or pursuant to the laws of such other jurisdiction. 

[SIGNATURE PAGE FOLLOWS] 

  
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 The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby
agreed to by the undersigned as of the date first above written. 
  

			
	PLASTIQ INC.
		
	By:	 	
                     


		 	Name:
		 	Title:
	
	Address:
	  

	  

	  



 The undersigned hereby acknowledges receiving and reviewing a copy of the Plan, including, without limitation,
Section 9 thereof, and understands that this Stock Option is subject to the terms of the Plan and of this Agreement. This Agreement is hereby accepted, and the terms and conditions of the Plan, the Grant Notice and this Agreement, SPECIFICALLY
INCLUDING THE ARBITRATION PROVISIONS SET FORTH IN SECTION 7 OF THIS AGREEMENT, are hereby agreed to, by the undersigned as of the date first above written. 
  


	
	OPTIONEE:
	  

	Name:
	
	Address:
	  

	  

	  




  
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 [SPOUSE’S CONSENT2 

I acknowledge that I have read the 
 foregoing Incentive Stock
Option Agreement 
 and understand the contents thereof. 

____________________________________] 
  

	2 	 A spouse’s consent is recommended only if the Optionee’s state of residence is one of the following
community property states: Arizona, California, Idaho, Louisiana, Nevada, New Mexico, Texas, Washington and Wisconsin. 



  
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	DESIGNATED BENEFICIARY:
	  

	
	Beneficiary’s Address:
	  

	  

	  




  
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 Appendix A 

STOCK OPTION EXERCISE NOTICE 
 Plastiq
Inc. 
 Attention: President 

                          
                       

                          
                       

Pursuant to the terms of the grant notice and stock option agreement between the undersigned and Plastiq Inc. (the “Company”) dated
__________ (the “Agreement”) under the Plastiq Inc. 2012 Amended and Restated Stock Option and Grant Plan, I, [Insert Name] ________________, hereby [Circle One] partially/fully exercise such option by including herein payment in
the amount of $______ representing the purchase price for [Fill in number of Shares] _______ Shares. I have chosen the following form(s) of payment: 
  

					
	[    ]	  	    1.	  	Cash
	[    ]	  	    2.	  	Certified or bank check payable to Plastiq Inc.
	[    ]	  	    3.	  	Other (as referenced in the Agreement and described in the Plan (please describe))
		  		  	___________________________________________________.


 In connection with my exercise of the option as set forth above, I hereby represent and warrant to the
Company as follows: 
 (i) I am purchasing the Shares for my own account for investment only, and not for resale or with a
view to the distribution thereof. 
 (ii) I have had such an opportunity as I have deemed adequate to obtain from the Company
such information as is necessary to permit me to evaluate the merits and risks of my investment in the Company and have consulted with my own advisers with respect to my investment in the Company. 

(iii) I have sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in
the purchase of the Shares and to make an informed investment decision with respect to such purchase. 
 (iv) I can afford a
complete loss of the value of the Shares and am able to bear the economic risk of holding such Shares for an indefinite period of time. 

(v) I understand that the Shares may not be registered under the Securities Act of 1933 (it being understood that the Shares
are being issued and sold in reliance on the exemption provided in Rule 701 thereunder) or any applicable state securities or “blue sky” laws and may not be sold or otherwise transferred or disposed of in the absence of an effective
registration statement under the Securities Act of 1933 and under any applicable state securities or “blue sky” laws (or exemptions from the registration requirement thereof). I further acknowledge that certificates representing Shares
will bear restrictive legends reflecting the foregoing and/or that book entries for uncertificated Shares will include similar restrictive notations. 

  
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 (vi) I have read and understand the Plan and acknowledge and agree that the
Shares are subject to all of the relevant terms of the Plan, including without limitation, the transfer restrictions set forth in Section 9 of the Plan. 

(vii) I understand and agree that the Company has a right of first refusal with respect to the Shares pursuant to
Section 9(b) of the Plan. 
 (viii) I understand and agree that the Company has certain repurchase rights with respect
to the Shares pursuant to Section 9(c) of the Plan. 
 (ix) I understand and agree that I may not sell or otherwise
transfer or dispose of the Shares for a period of time following the effective date of a public offering by the Company as described in Section 9(f) of the Plan. 

 

	
	Sincerely yours,
	  

	Name:
	
	Address:
	  

	  

	  




  
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