Exhibit
10.4


 


SEZZLE
INC. 


INDEMNIFICATION AGREEMENT


 


This
Indemnification Agreement (this "Agreement") is made as of [INSERT DATE] by and between Sezzle Inc., a Delaware corporation
(the "Company"), and ("Indemnitee").


 


RECITALS


 


The
Company and Indemnitee recognize the increasing difficulty in obtaining liability insurance for directors, officers and key employees,
the significant increases in the cost of such insurance and the general reductions in the coverage of such insurance. The Company and
Indemnitee further recognize the substantial increase in corporate litigation in general, subjecting directors, officers and key employees
to expensive litigation risks at the same time as the availability and coverage of liability insurance has been severely limited. Indemnitee
does not regard the current protection available as adequate under the present circumstances, and Indemnitee may not be willing to continue
to serve in Indemnitee's current capacity with the Company without additional protection. The Company desires to attract and retain the
services of highly qualified individuals, such as Indemnitee, and to indemnify its directors, officers and key employees so as to provide
them with the maximum protection permitted by law.


 


AGREEMENT


 


In
consideration of the mutual promises made in this Agreement, and for other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the Company and Indemnitee hereby agree as follows:


 


		1.	Indemnification.



 


(a)
Third-Party Proceedings. To the fullest extent permitted by applicable law, the Company shall indemnify Indemnitee, if
Indemnitee was, is or is threatened to be made, a party to or a participant (as a witness or otherwise) in any Proceeding (other than
a Proceeding by or in the right of the Company to procure a judgment in the Company's favor), against all Expenses, judgments, fines
and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld)
actually and reasonably incurred by Indemnitee in connection with such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee
reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable
cause to believe Indemnitee's conduct was unlawful.


 


(b)
Proceedings By or in the Right of the Company. To the fullest extent permitted by applicable law, the Company shall indemnify
Indemnitee, if Indemnitee was, is or is threatened to be made a party to or a participant (as a witness or otherwise) in any Proceeding
by or in the right of the Company to procure a judgment in the Company's favor, against all Expenses actually and reasonably incurred
by Indemnitee in connection with such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to
be in or not opposed to the best interests of the Company, except that no indemnification shall be made in respect of any claim, issue
or matter as to which Indemnitee shall have been finally adjudicated by court order or judgment to be liable to the Company unless and
only to the extent that the Court of Chancery or the court in which such Proceeding is or was pending shall determine upon application
that, in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses which
such court shall deem proper.


 






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(c)
Success on the Merits. To the fullest extent permitted by applicable law and to the extent that Indemnitee has been successful
on the merits or otherwise in defense of any Proceeding referred to in Section 1(a) or Section 1(b) or the defense of any claim, issue
or matter therein, in whole or in part, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred
by Indemnitee in connection therewith. Without limiting the generality of the foregoing, if Indemnitee is successful on the merits or
otherwise as to one or more but less than all claims, issues or matters in a Proceeding, the Company shall indemnify Indemnitee against
all Expenses actually and reasonably incurred by Indemnitee in connection with such successfully resolved claims, issues or matters to
the fullest extent permitted by applicable law. If any Proceeding is disposed of on the merits or otherwise (including a disposition
without prejudice), without (i) the disposition being adverse to Indemnitee, (ii) an adjudication that Indemnitee was liable to the Company,
(iii) a plea of guilty by Indemnitee, (iv) an adjudication that Indemnitee did not act in good faith and in a manner Indemnitee reasonably
believed to be in or not opposed to the best interests of the Company, and (v) with respect to any criminal Proceeding, an adjudication
that Indemnitee had reasonable cause to believe Indemnitee' s conduct was unlawful, Indemnitee shall be considered for the purposes hereof
to have been wholly successful with respect thereto.


 


(d)
Witness Expenses. To the fullest extent permitted by applicable law and to the extent that Indemnitee is a witness or otherwise
asked to participate in any Proceeding to which Indemnitee is not a party, the Company shall indemnify Indemnitee against all Expenses
actually and reasonably incurred by Indemnitee in connection with such Proceeding.


 


		2.	Indemnification
                                            Procedure.



 


(a)
Advancement of Expenses. To the fullest extent permitted by applicable law, the Company shall advance all Expenses actually
and reasonably incurred by Indemnitee in connection with a Proceeding within thirty (30) days after receipt by the Company of a statement
requesting such advances from time to time, whether prior to or after final disposition of any Proceeding. Such advances shall be unsecured
and interest free and shall be made without regard to Indemnitee's ability to repay the Expenses and without regard to Indemnitee's ultimate
entitlement to indemnification under the other provisions of this Agreement. Indemnitee shall be entitled to continue to receive advancement
of Expenses pursuant to this Section 2(a) unless and until the matter of lndemnitee's entitlement to indemnification hereunder has been
finally adjudicated by court order or judgment from which no further right of appeal exists. Indemnitee hereby undertakes to repay such
amounts advanced only if, and to the extent that, it ultimately is determined that Indemnitee is not entitled to be indemnified by the
Company under the other provisions of this Agreement. Indemnitee shall qualify for advances upon the execution and delivery of this Agreement,
which shall constitute the requisite undertaking with respect to repayment of advances made hereunder and no other form of undertaking
shall be required to qualify for advances made hereunder other than the execution of this Agreement.


 






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Notice
and Cooperation by Indemnitee. Indemnitee shall promptly notify the Company in writing upon being served with any summons, citation,
subpoena, complaint, indictment, information or other document relating to any Proceeding or matter for which indemnification will or
could be sought under this Agreement. Such notice to the Company shall include a description of the nature of, and facts underlying,
the Proceeding, shall be directed to the Chief Executive Officer of the Company and shall be given in accordance with the provisions
of Section 13(e) below. In addition, Indemnitee shall give the Company such additional information and cooperation as the Company may
reasonably request. Indemnitee' s failure to so notify, provide information and otherwise cooperate with the Company shall not relieve
the Company of any obligation that it may have to Indemnitee under this Agreement, except to the extent that the Company is adversely
affected by such failure.


 


(b)
Determination of Entitlement.


 


(i)
Final Disposition. Notwithstanding any other provision in this Agreement, no determination as to entitlement to indemnification
under this Agreement shall be required to be made prior to the final disposition of the Proceeding.


 


(ii)
Determination and Payment. Subject to the foregoing, promptly after receipt of a statement requesting payment with respect
to the indemnification rights set forth in Section 1, to the extent required by applicable law, the Company shall take the steps necessary
to authorize such payment in the manner set forth in Section 145 of the Delaware General Corporation Law. The Company shall pay any claims
made under this Agreement, under any statute, or under any provision of the Company's Certificate of Incorporation or Bylaws providing
for indemnification or advancement of Expenses, within thirty (30) days after a written request for payment thereof has first been received
by the Company, and if such claim is not paid in full within such thirty (30) day-period, Indemnitee may, but need not, at any time thereafter
bring an action against the Company in the Delaware Court of Chancery to recover the unpaid amount of the claim and, subject to Section
12, Indemnitee shall also be entitled to be paid for all Expenses actually and reasonably incurred by Indemnitee in connection with bringing
such action. It shall be a defense to any such action (other than an action brought to enforce a claim for advancement of Expenses under
Section 2(a)) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to
indemnify Indemnitee for the amount claimed. In making a determination with respect to entitlement to indemnification hereunder, the
person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement
and the Company shall have the burden of proof to overcome that presumption with clear and convincing evidence to the contrary. The termination
of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not,
of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be
in or not opposed to the best interests of the Company, or, in the case of a criminal Proceeding, that Indemnitee had reasonable cause
to believe that Indemnitee's conduct was unlawful. In addition, it is the parties' intention that if the Company contests Indemnitee's
right to indemnification, the question of lndemnitee's right to indemnification shall be for the court to decide, and neither the failure
of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or
its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has
met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of
Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that Indemnitee has not
met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.
If any requested determination with respect to entitlement to indemnification hereunder has not been made within ninety (90) days after
the final disposition of the Proceeding, the requisite determination that Indemnitee is entitled to indemnification shall be deemed to
have been made.


 






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(iii)
Change of Control. Notwithstanding any other provision in this Agreement, if a Change of Control has occurred, any person
or body appointed by the Board of Directors in accordance with applicable law to review the Company's obligations hereunder and under
applicable law shall be Independent Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably
withheld). Such counsel, among other things, will render its written opinion to the Company and Indemnitee as to whether and to what
extent Indemnitee would be entitled to be indemnified hereunder under applicable law and the Company agrees to abide by such opinion.
The Company agrees to pay the reasonable fees of the Independent Counsel referred to above and to indemnify fully such counsel against
any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its
engagement pursuant hereto. Notwithstanding any other provision of this Agreement, the Company shall not be required to pay Expenses
of more than one Independent Counsel in connection with all matters concerning a single Indemnitee, and such Independent Counsel shall
be the Independent Counsel for any or all other Indemnitees unless (i) the Company otherwise determines or (ii) any Indemnitee shall
provide a written statement setting forth in detail a reasonable objection to such Independent Counsel representing other indemnitees
under agreements similar to this Agreement.


 


(c)
Payment Directions. To the extent payments are required to be made hereunder, the Company shall, in accordance with Indemnitee's
request (but without duplication), (i) pay such Expenses on behalf of lndemnitee, (b) advance to Indemnitee funds in an amount sufficient
to pay such Expenses, or (c) reimburse Indemnitee for such Expenses.


 


(d)
Notice to Insurers. If, at the time of the receipt of a notice of a claim pursuant to Section 2(b) hereof, the Company
has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such Proceeding to
the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary
or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance
with the terms of such policies.


 


(e) Defense
of Claim and Selection of Counsel. In the event the Company shall be obligated under Section 2(a) hereof to advance Expenses
with respect to any Proceeding, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with
counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After
delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will
not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the
same Proceeding, provided that (i) Indemnitee shall have the right to employ counsel in any such Proceeding at Indemnitee's expense;
and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have
reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defen e
or (C) the Company shall not, in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expenses of
Indemnitee's counsel shall be at the expense of the Company. In addition, if there exists a potential, but not an actual conflict of
interest between the Company and Indemnitee, the actual and reasonable legal fees and expenses incurred by Indemnitee for separate
counsel retained by Indemnitee to monitor the Proceeding (so that such counsel may assume Indemnitee's defense if the conflict of
interest between the Company and Indemnitee becomes an actual conflict of interest) shall be deemed to be Expenses that are subject
to indemnification hereunder. The existence of an actual or potential conflict of interest, and whether such conflict may be waived,
shall be determined pursuant to the rules of attorney professional conduct and applicable law. The Company shall not be
required to obtain the consent of Indemnitee for the settlement of any Proceeding the Company has undertaken to defend if the
Company assumes full and sole responsibility for each such settlement; provided, however, that the Company shall be required to
obtain Indemnitee's prior written approval, which shall not be unreasonably withheld, before entering into any settlement which (1)
does not grant Indemnitee a complete release of liability, (2) would impose any penalty or limitation on Indemnitee, or (3) would
admit any liability or misconduct by Indemnitee.


 






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		3.	Additional
                                            Indemnification Rights.



 


(a)
Scope. Notwithstanding any other provision of this Agreement, the Company hereby agrees to indemnify Indemnitee to the
fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of
this Agreement, the Company's Certificate of lncorporation, the Company's Bylaws or by statute. In the event of any change, after the
date of this Agreement, in any applicable law, statute, or rule which expands the right of a Delaware corporation to indemnify a member
of its board of directors or an officer, such changes shall be deemed to be within the purview of Indemnitee's rights and the Company's
obligations under this Agreement. In the event of any change in any applicable law, statute or rule which narrows the right of a Delaware
corporation to indemnify a member of its board of directors or an officer, such changes, to the extent not otherwise required by such
law, statute or rule to be applied to this Agreement shall have no effect on this Agreement or the parties' rights and obligations hereunder.


 


(b)
Nonexclusivity. The indemnification provided by this Agreement shall not be deemed exclusive of any rights to which Indemnitee
may be entitled under the Company's Certificate of lncorporation, its Bylaws, any agreement, any vote of stockholders or disinterested
members of the Company's Board of Directors, the Delaware General Corporation Law, or otherwise, both as to action in Indemnitee's official
capacity and as to action in another capacity while holding such office.


 


(c)
Interest on Unpaid Amounts. If any payment to be made by the Company to Indemnitee hereunder is delayed by more than ninety
(90) days from the date the duly prepared request for such payment is received by the Company, interest shall be paid by the Company
to Indemnitee at the legal rate under Delaware law for amounts which the Company indemnifies or is obligated to indemnify for the period
commencing with the date on which Indemnitee actually incurs such Expense or pays such judgment, fine or amount in settlement and ending
with the date on which such payment is made to Indemnitee by the Company.


 






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(d)
Information Sharing. If lndemnitee is the subject of or is implicated in any way during an investigation, whether formal
or informal, the Company shall share with Indemnitee any information the Company has furnished to any third parties concerning the investigation
provided that, at the time such information is so furnished to such third party, Indemnitee continues to serve in one or more capacities
giving rise to the Company's indemnification obligations under Section 1.


 


(e)
Third-Party Indemnification. The Company hereby acknowledges that Indemnitee has or may from time to time obtain certain
rights to indemnification, advancement of expenses and/or insurance provided by one or more third ·parties (collectively, the
"Third-Party Indemnitors"). The Company hereby agrees that it is the indemnitor of first resort (i.e., its obligations
to Indemnitee are primary and any obligation of the Third-Party Indemnitors to advance expenses or to provide indemnification for the
same expenses or liabilities incurred by Indemnitee are secondary), and that the Company will not assert that the Indemnitee must seek
expense advancement or reimbursement, or indemnification, from any Third-Party Indemnitor before the Company must perform its expense
advancement and reimbursement, and indemnification obligations, under this Agreement. No advancement or payment by the Third-Party Indemnitors
on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing.
The Third-Party Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery which Indemnitee
would have had against the Company if the Third-Party Indemnitors had not advanced or paid any amount to or on behalf of Indemnitee.
If for any reason a court of competent jurisdiction determines that the Third-Party Indemnitors are not entitled to the subrogation rights
described in the preceding sentence, the Third-Party Indemnitors shall have a right of contribution by the Company to the Third-Party
Indemnitors with respect to any advance or payment by the Third-Party Indemnitors to or on behalf of the Indemnitee.


 


(f)
Indemnification of Control Person. If (i) Indemnitee is or was affiliated with one or more of the Company's current or
former stockholders that may be deemed to be or to have been a controlling person of the Company (each a "Control Person"),
(ii) a Control Person is, or is threatened to be made, a party to or a participant (including as a witness) in any proceeding, and (iii)
the Control Person's involvement in the proceeding is related to Indemnitee's service to the Company as a director of the Company, or
arises from the Control Person's status or alleged status as a controlling person of the Company resulting from such Control Person's
affiliation with Indemnitee, then the Control Person shall be entitled to all of the indemnification rights and remedies under this Agreement
to the same extent as Indemnitee.


 


4.
Partial Indemnification. If lndemnitee is entitled under any provision of this Agreement to indemnification by the Company
for some or a portion of the Expenses, judgments, fines or amounts paid in settlement, actually and reasonably incurred in connection
with a Proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion
of such Expenses, judgments, fines and amounts paid in settlement to which Indemnitee is entitled.


 






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		5.	Director
                                            and Officer Liability Insurance.



 


(a)
D&O Policy. The Company shall, from time to time, make the good faith determination whether or not it is practicable
for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the directors and
officers of the Company with coverage for losses from wrongful acts, or to ensure the Company's performance of its indemnification obligations
under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection
afforded by such coverage. In all policies of director and officer liability insurance, Indemnitee shall be named as an insured in such
a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors,
if lndemnitee is a director; or of the Company's officers, if lndemnitee is not a director of the Company but is an officer; or of the
Company's key employees, if Indemnitee is not an officer or director but is a key employee. Notwithstanding the foregoing, the Company
shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably
available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided
by such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance
maintained by a parent or subsidiary of the Company.


 


(b)
Tail Coverage. In the event of a Change of Control or the Company's becoming insolvent (including being placed into receivership
or entering the federal bankruptcy process and the like), the Company shall maintain in force any and all insurance policies then maintained
by the Company in providing insurance (directors' and officers' liability, fiduciary, employment practices or otherwise) in respect of
Indemnitee, for a period of six years thereafter.


 


6. Severability.
Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in
violation of applicable law. The Company's inability, pursuant to court order, to perform its obligations under this Agreement shall
not constitute a breach of this Agreement. If this Agreement or any portion hereof shall be invalidated on any ground by any court
of competent jurisdiction, then the Company shall nevertheless indemnify Indemnitee to the full extent permitted by any applicable portion
of this Agreement that shall not have been invalidated, and the balance of this Agreement not so invalidated shall be enforceable in
accordance with its terms.


 


7.
Exclusions. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to
the terms of this Agreement:


 


(a)
Claims Initiated by Indemnitee. To indemnify or advance Expenses to Indemnitee with respect to Proceedings initiated or
brought voluntarily by Indemnitee and not by way of defense, except with respect to Proceedings brought to establish, enforce or interpret
a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 145 of the Delaware
General Corporation Law, but such indemnification or advancement of Expenses may be provided by the Company in specific cases if the
Board of Directors finds it to be appropriate; provided, however, that the exclusion set forth in the first clause of this subsection
shall not be deemed to apply to any investigation initiated or brought by Indemnitee to the extent reasonably necessary or advisable
in support of Indemnitee's defense of a Proceeding to which Indemnitee was, is or is threatened to be made, a party;


 






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(b)
Lack of Good Faith. To indemnify Indemnitee for any Expenses incurred by Indemnitee with respect to any Proceeding instituted
by Indemnitee to establish, enforce or interpret a right to indemnification under this Agreement or any other statute or law or otherwise
as required under Section 145 of the Delaware General Corporation Law, if a court of competent jurisdiction determines that each of the
material assertions made by Indemnitee in such proceeding was not made in good faith or was frivolous;


 


(c)
Insured Claims. To indemnify Indemnitee for Expenses to the extent such Expenses have been paid directly to Indemnitee
by an insurance carrier under an insurance policy maintained by the Company; or


 


(d)
Certain Exchange Act Claims. To indemnify Indemnitee in connection with any claim made against Indemnitee for (i) an accounting
of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section
16(b) of the Exchange Act or any similar successor statute or any similar provisions of state statutory law or common law, or (ii) any
reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized
by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements
that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley
Act") or Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the payment to the Company of profits
arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act); provided, however,
that to the fullest extent permitted by applicable law and to the extent Indemnitee is successful on the merits or otherwise with respect
to any such Proceeding, the Expenses actually and reasonably incurred by Indemnitee in connection with any such Proceeding shall be deemed
to be Expenses that are subject to indemnification hereunder.


 


		8.	Contribution
                                            Claims.



 


(a)
If the indemnification provided in Section 1 is unavailable in whole or in part and may not be paid to Indemnitee for any reason other
than those set forth in Section 7, then in respect to any Proceeding in which the Company is jointly liable with Indemnitee (or would
be if joined in such Proceeding), to the fullest extent permitted by applicable law, the Company, in lieu of indemnifying Indemnitee,
shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for Expenses, judgments, fines or amounts paid in
settlement, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives
and relinquishes any right of contribution it may have at any time against Indemnitee.


 


(b)
With respect to a Proceeding brought against directors, officers, employees or agents of the Company (other than Indemnitee), to the
fullest extent permitted by applicable law, the Company shall indemnify Indemnitee from any claims for contribution that may be brought
by any such directors, officers, employees or agents of the Company (other than Indemnitee) who may be jointly liable with Indemnitee,
to the same extent Indemnitee would have been entitled to such indemnification under this Agreement if such Proceeding had been brought
against Indemnitee.


 






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9.
No Imputation. The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Company
or the Company itself shall not be imputed to Indemnitee for purposes of determining any rights under this Agreement.


 


10.
Determination of Good Faith. For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in
good faith if lndemnitee's action is based on the records or books of account of the Enterprise, including financial statements, or on
information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel
for the Enterprise or the Board of Directors of the Enterprise or any counsel selected by any committee of the Board of Directors of
the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or
by an appraiser, investment banker, compensation consultant, or other expert selected with reasonable care by the Enterprise or the Board
of Directors of the Enterprise or any committee thereof. The provisions of this Section 10 shall not be deemed to be exclusive or to
limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct. Whether
or not the foregoing provisions of this Section are satisfied, it shall in any event be presumed that Indemnitee has at all times acted
in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company.


 


11.
Defined Terms and Phrases. For purposes of this Agreement, the following terms shall have the following meanings:


 


(a)
"Beneficial Owner" and "Beneficial Ownership" shall have the meanings set forth in Rule 13d-3 promulgated
under the Exchange Act as in effect on the date hereof.


 


(b)
"Change of Control" shall be deemed to occur upon the earliest of any of the following events:


 


(i)
Acquisition of Stock by Third Party. Any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the
Company representing 20% or more of the combined voting power of the Company's then outstanding securities entitled to vote generally
in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company's securities by any Person results
solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors,
or (2) such acquisition was approved in advance by the Continuing Directors and such acquisition would not constitute a Change of Control
under part (iii) of this definition.


 


(ii)
Change in Board of Directors. Individuals who, as of the date of this Agreement, constitute the Company's Board of Directors (the
"Board"), and any new director whose election by the Board or nomination for election by the Company's stockholders
was approved by a vote of at least two thirds of the directors then still in office who were directors on the date of this Agreement
(collectively, the "Continuing Directors"), cease for any reason to constitute at least a majority of the members of
the Board.


 






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(iii)
Corporate Transaction. The effective date of a reorganization, merger, or consolidation of the Company (a "Business Combination"),
in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the
Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company
entitled to vote generally in the election of directors resulting from such Business Combination (including a corporation which as a
result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more
subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the securities
entitled to vote generally in the election of directors and with the power to elect at least a majority of the Board or other governing
body of the surviving entity; (2) no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner,
directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in
the election of directors of such corporation except to the extent that such ownership existed prior to the Business Combination; and
(3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors
at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination.


 


(iv)
Liquidation. The approval by the Company's stockholders of a complete liquidation of the Company or an agreement or series of
agreements for the sale or disposition by the Company of all or substantially all of the Company's assets, other than factoring the Company's
current receivables or escrows due (or, if such approval is not required, the decision by the Board to proceed with such a liquidation,
sale or disposition in one transaction or a series of related transactions).


 


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


 


(c)
"Company" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent
of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority
to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent
of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, trustee,
general partner, managing member, fiduciary, employee or agent of any other enterprise, Indemnitee shall stand in the same position under
the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such
constituent corporation if its separate existence had continued.


 




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(d)
"Enterprise" means the Company and any other enterprise that Indemnitee was or is serving at the request of the Company
as a director, officer, partner (general, limited or otherwise), member (managing or otherwise), trustee, fiduciary, employee or agent.


 


(e)
"Exchange Act" means the Securities Exchange Act of 1934, as amended.


 


(f)
"Expenses" shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever, including
all attorneys' fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, fees of private
investigators and professional advisors, duplicating costs, printing and binding costs, telephone charges, postage, delivery service
fees, any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payment under
this Agreement (including taxes that may be imposed upon the actual or deemed receipt of payments under this Agreement with respect to
the imposition of federal, state, local or foreign taxes), fax transmission charges, secretarial services and all other disbursements,
obligations or expenses in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing
to be a witness in, settlement or appeal of, or otherwise participating in a Proceeding. Expenses also shall include any of the forgoing
expenses incurred in connection with any appeal resulting from any Proceeding, including the principal, premium, security for, and other
costs relating to any costs bond, supersedes bond, or other appeal bond or its equivalent. Expenses also shall include any interest,
assessment or other charges imposed thereon and costs incurred in preparing statements in support of payment requests hereunder. Expenses,
however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.


 


(g)
"Independent Counsel" means an attorney or firm of attorneys, selected in accordance with the provisions of Section
2(c)(iii), who will not have otherwise performed services for the Company or Indemnitee within the last three years (other than with
respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).


 


(h)
"Person" shall have the meaning as set forth in Section 13(d) and 14(d) of the Exchange Act as in effect on the date
hereof; provided, however, that "Person" shall exclude: (i) the Company; (ii) any direct or indirect majority owned subsidiaries
of the Company; (iii) any employee benefit plan of the Company or any direct or indirect majority owned subsidiaries of the Company or
of any corporation owned, directly or indirectly, by the Company's stockholders in substantially the same proportions as their ownership
of stock of the Company (an "Employee Benefit Plan"); and (iv) any trustee or other fiduciary holding securities under
an Employee Benefit Plan.


 


(i)
"Proceeding" shall include any actual, threatened, pending or completed action, suit, arbitration, mediation, alternate
dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding,
whether brought by a third party, a government agency, the Company or its Board of Directors or a committee thereof, whether in the right
of the Company or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, legislative
or investigative (formal or informal) nature, including any appeal therefrom, in which Indemnitee was, is, will or might be involved
as a party, potential party, non-party witness or otherwise by reason of the fact that Indemnitee is or was a director, officer, employee
or agent of the Company, by reason of any action (or failure to act) taken by Indemnitee or of any action (or failure to act) on Indemnitee's
part while acting as a director, officer, employee or agent of the Company, or by reason of the fact that Indemnitee is or was serving
at the request of the Company as a director, officer, partner (general, limited or otherwise), member (managing or otherwise), trustee,
fiduciary, employee or agent of any other enterprise, in each case whether or not serving in such capacity at the time any liability
or expense is incurred for which indemnification, reimbursement or advancement of expenses can be provided under this Agreement.


 






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(i)
In addition, references to "other enterprise" shall include another corporation, partnership, limited liability company,
joint venture, trust, employee benefit plan or any other enterprise; references to "fines" shall include any excise
taxes assessed on Indemnitee with respect to an employee benefit plan; references to "serving at the request of the Company"
shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services
by Indemnitee with respect to an employee benefit plan, its participants, or beneficiaries; and if Indemnitee acted in good faith and
in a manner Indemnitee reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan, Indemnitee
shall be deemed to have acted in a manner "not opposed to the best interests of the Company" as referred to in this
Agreement; references to "include" or "including" shall mean include or including, without limitation;
and references to Sections, paragraphs or clauses are to Sections, paragraphs or clauses in this Agreement unless otherwise specified.


 


12.
Attorneys' Fees. In the event that any Proceeding is instituted by Indemnitee under this Agreement to enforce or interpret
any of the terms hereof, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in
connection with such Proceeding, unless a court of competent jurisdiction determines that each of the material assertions made by Indemnitee
as a basis for such Proceeding were not made in good faith or were frivolous. In the event of a Proceeding instituted by or in the name
of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, the Company shall indemnify Indemnitee
against all Expenses actually and reasonably incurred by Indemnitee in connection with such Proceeding (including with respect to Indemnitee's
counterclaims and cross-claims made in such action), unless a court of competent jurisdiction determines that each of lndemnitee's material
defenses to such action were made in bad faith or were frivolous.


 


		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 Delaware, without giving effect to principles of conflicts of law.


 


(b)
Entire Agreement; Binding Effect. Without limiting any of the rights of Indemnitee described in Section 3(b), this Agreement
sets forth the entire agreement and understanding of the parties relating to the subject matter herein and merges all prior discussions
and supersedes any and all previous agreements between them covering the subject matter herein. The indemnification provided under this
Agreement applies with respect to events occurring before or after the effective date of this Agreement, and shall continue to apply
even after Indemnitee has ceased to serve the Company in any and all indemnified capacities.


 






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


 


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


 


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


 


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


 


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


 


(h)
Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered
shall be deemed an original, and all of which together shall constitute one and the same agreement. Execution of a facsimile copy will
have the same force and effect as execution of an original, and a facsimile signature will be deemed an original and valid signature.


 






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(i)
No Employment Rights. Nothing contained in this Agreement is intended to create in Indemnitee any right to continued employment.


 


(j)
Company Position. The Company shall be precluded from asserting, in any Proceeding brought for purposes of establishing,
enforcing or interpreting any right to indemnification under this Agreement, that the procedures and presumptions of this Agreement are
not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement
and is precluded from making any assertion to the contrary.


 


(k)
Subrogation. Subject to Section 3(e), in the event of payment under this Agreement, the Company shall be subrogated to
the extent of such payment to all of the rights of recovery of Indernnitee, who shall execute all documents required and shall do all
acts that may be necessary to secure such rights and to enable the Company to effectively bring suit to enforce such rights.


 


[Signature
Page Follows]


 




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


 


	 	THE
    COMPANY:
	 	 	 
	 	SEZZLE INC.
	 	 	 
	 	By:	 
	 	 	                      (Signature)
	 	 	 
	 	Name:	 
	 	Title:	 
	 	Address:	 



 


AGREED
TO AND ACCEPTED:


 


INDEMNITEE:


 


(PRINT
NAME)


 


(Signature)


 


Address:


 


Email: