Exhibit 10.6


 


Sezzle inc.

2021 Equity INCENTIVE PLAN


 


		1.	DEFINED TERMS



 


Exhibit A, which is
incorporated by reference, defines certain terms used in the Plan and includes certain operational rules related to those terms.


 


		2.	PURPOSE



 


The Plan has been established
to advance the interests of the Company by providing for the grant to Participants of Stock and Stock-based Awards.


 


		3.	ADMINISTRATION



 


The Plan will be administered
by the Administrator. The Administrator has discretionary authority, subject only to the express provisions of the Plan, to administer
and interpret the Plan and any Awards; to determine eligibility for and grant Awards; to determine the exercise price, base value from
which appreciation is measured, or purchase price, if any, applicable to any Award, to determine, modify, accelerate or waive the terms
and conditions of any Award; to determine the form of settlement of Awards (whether in cash, shares of Stock, other Awards or other property);
to prescribe forms, rules and procedures relating to the Plan and Awards; and to otherwise do all things necessary or desirable to carry
out the purposes of the Plan or any Award. Determinations of the Administrator made with respect to the Plan or any Award are conclusive
and bind all persons.


 


		4.	SHARE POOL; LIMITS ON AWARDS



 


(a) Number
of Shares. Subject to adjustment as provided in Section 7(b) below, the maximum number of shares of Stock that may be delivered
in satisfaction of Awards under the Plan is twenty-five million shares (the “Initial Share Pool”). The Initial Share
Pool will automatically increase on January 1st of each year from 2022 to 2031 by the lesser of (i) 4 percent of the number of shares
of Stock outstanding as of the close of business on the immediately preceding December 31st and (ii) the number of shares of Stock determined
by the Board on or prior to such date for such year (the Initial Share Pool, as it may be so increased, the “Share Pool”).
Up to twenty-five million shares of Stock from the Share Pool may be delivered in satisfaction of ISOs, but nothing in this Section 4(a)
will be construed as requiring that any, or any fixed number of, ISOs be granted under the Plan. For purposes of this Section 4(a), shares
of Stock shall not be treated as delivered under the Plan, and will not reduce the Share Pool, unless and until, and to the extent, they
are actually delivered to a Participant. Without limiting the generality of the foregoing, the Share Pool shall not be reduced by (i)
any shares of Stock withheld by the Company in payment of the exercise price or purchase price of an Award or in satisfaction of tax withholding
requirements with respect to an Award or (ii) any shares of Stock underlying any portion of an Award that is settled in cash or that expires,
becomes unexercisable, terminates or is forfeited to or repurchased by the Company, in any case, without the delivery (or retention, in
the case of Restricted Stock or Unrestricted Stock) of Stock. For the avoidance of doubt, the Share Pool will not be increased by any
shares of Stock delivered under the Plan that are subsequently repurchased using proceeds directly attributable to Stock Option exercises.
The limits set forth in this Section 4(a) will be construed to comply with the applicable requirements of Section 422.






     


     


    

 


(b)
Substitute Awards. The Administrator may grant Substitute Awards under the Plan. To the extent consistent with the requirements
of Section 422 and the regulations thereunder and other applicable legal requirements (including applicable stock exchange requirements),
shares of Stock delivered in respect of Substitute Awards will be in addition to and will not reduce the Share Pool. Notwithstanding the
foregoing or anything in Section 4(a) above to the contrary, if any Substitute Award is settled in cash or expires, becomes unexercisable,
terminates or is forfeited to or repurchased by the Company without the delivery (or retention, in the case of Restricted Stock or Unrestricted
Stock) of Stock, the shares of Stock previously subject to such Award will not increase the Share Pool or otherwise be available for future
delivery under the Plan. The Administrator will determine the extent to which the terms and conditions of the Plan apply to Substitute
Awards, if at all; provided, however, that Substitute Awards will not be subject to the limits described in Section 4(d) below.


 


(c) Type
of Shares. Stock delivered by the Company under the Plan may be authorized but unissued Stock, treasury Stock or previously issued
Stock acquired by the Company. No fractional shares of Stock will be delivered under the Plan.


 


(d) Director
Limits. Notwithstanding anything to the contrary under the Plan, the aggregate value of all compensation granted or paid to any
Director with respect to any calendar year, including Awards granted under the Plan and cash fees or other compensation paid by the Company
to such Director outside of the Plan for his or her services as a Director during such year, may not exceed $750,000.00 in the aggregate
($1,000,000.00 in the aggregate with respect to a Director’s first calendar year of service on the Board), calculating the value
of any Awards based on the grant date fair value in accordance with the Accounting Rules, assuming a maximum payout. For the avoidance
of doubt, the limitation in this Section 4(d)(2) will not apply to any compensation granted or paid to a Director for his or her services
to the Company or a subsidiary other than as a Director, including, without limitation, as a consultant or advisor to the Company or a
subsidiary.


 


		5.	ELIGIBILITY AND PARTICIPATION



 


The Administrator will select
Participants from among Employees and Directors of, and consultants to, the Company and its subsidiaries. Eligibility for ISOs is limited
to individuals described in the first sentence of this Section 5 who are employees of the Company or of a “parent corporation”
or “subsidiary corporation” of the Company as those terms are defined in Section 424 of the Code. Eligibility for Stock Options,
other than ISOs, and SARs is limited to individuals described in the first sentence of this Section 5 who are providing direct services
on the date of grant of the Award to the Company or to a subsidiary of the Company that would be described in the first sentence of Section
1.409A-1(b)(5)(iii)(E) of the Treasury Regulations.


 






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		6.	RULES APPLICABLE TO AWARDS



 


(a) All
Awards.


 


(1) Award
Provisions. The Administrator will determine the terms and conditions of all Awards, subject to the limitations provided herein.
No term of an Award shall provide for automatic “reload” grants of additional Awards upon the exercise of an Option or SAR.
By accepting (or, under such rules as the Administrator may prescribe, being deemed to have accepted) an Award, the Participant will be
deemed to have agreed to the terms and conditions of the Award and the Plan. Notwithstanding any provision of the Plan to the contrary,
Substitute Awards may contain terms and conditions that are inconsistent with the terms and conditions specified herein, as determined
by the Administrator.


 


(2) Term
of Plan. No Awards may be made after ten years from the Date of Adoption, but previously granted Awards may continue beyond that
date in accordance with their terms.


 


(3) Transferability.
Neither ISOs nor, except as the Administrator otherwise expressly provides in accordance with the third sentence of this Section 6(a)(3),
other Awards may be transferred other than by will or by the laws of descent and distribution. During a Participant’s lifetime,
ISOs and, except as the Administrator otherwise expressly provides in accordance with the third sentence of this Section 6(a)(3), SARs
and NSOs may be exercised only by the Participant. The Administrator may permit the gratuitous transfer (i.e., transfer not for
value) of Awards other than ISOs, subject to applicable securities and other laws and such terms and conditions as the Administrator may
determine.


 


(4) Vesting;
Exercisability.  The Administrator will determine the time or times at which an Award vests or becomes exercisable and the terms
and conditions on which a Stock Option or SAR remains exercisable. Without limiting the foregoing, the Administrator may at any time accelerate
the vesting and/or exercisability of an Award (or any portion thereof), regardless of any adverse or potentially adverse tax or other
consequences resulting from such acceleration. Unless the Administrator expressly provides otherwise, however, the following rules will
apply if a Participant’s Employment ceases:


 


(A) Except
as provided in (B) and (C) below, immediately upon the cessation of the Participant’s Employment, each Stock Option and SAR (or
portion thereof) that is then held by the Participant or by the Participant’s permitted transferees, if any, will cease to be exercisable
and will terminate and each other Award that is then held by the Participant or by the Participant’s permitted transferees, if any,
to the extent not then vested, will be forfeited.


 


(B) Subject
to (C) and (D) below, each vested and unexercised Stock Option and SAR (or portion thereof) held by the Participant or the Participant’s
permitted transferees, if any, immediately prior to the cessation of the Participant’s Employment, to the extent then exercisable,
will remain exercisable for the lesser of (i) a period of three months following such cessation of Employment or (ii) the period ending
on the latest date on which such Stock Option or SAR could have been exercised without regard to this Section 6(a)(4), and will thereupon
immediately terminate.


 






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(C) Subject
to (D) below, each vested and unexercised Stock Option and SAR (or portion thereof) held by a Participant or the Participant’s permitted
transferees, if any, immediately prior to the cessation of the Participant’s Employment due to his or her death or by the Company
due to his or her Disability, to the extent then exercisable, will remain exercisable for the lesser of (i) the one-year period ending
on the first anniversary of such cessation of Employment or (ii) the period ending on the latest date on which such Stock Option or SAR
could have been exercised without regard to this Section 6(a)(4), and will thereupon immediately terminate.


 


(D) All
Awards (whether or not vested or exercisable) held by a Participant or the Participant’s permitted transferees, if any, immediately
prior to the cessation of the Participant’s Employment will immediately terminate upon such cessation of Employment if the termination
is for Cause or occurs in circumstances that in the determination of the Administrator would have constituted grounds for the Participant’s
Employment to be terminated for Cause (in each case, without regard to the lapsing of any required notice or cure periods in connection
therewith).


 


(5) Recovery
of Compensation. The Administrator may provide in any case that any outstanding Award (whether or not vested or exercisable),
the proceeds from the exercise or disposition of any Award or Stock acquired under any Award, and any other amounts received in respect
of any Award or Stock acquired under any Award will be subject to forfeiture and disgorgement to the Company, with interest and other
related earnings, if the Participant to whom the Award was granted is not in compliance with any provision of the Plan or any applicable
Award or any non-competition, non-solicitation, no-hire, non-disparagement, confidentiality, invention assignment or other restrictive
covenant by which he or she is bound. Each Award will be subject to any policy of the Company or
any of its subsidiaries that relates to trading on non-public information and permitted transactions with respect to shares
of Stock, including limitations on hedging and pledging. In addition, each Award will be subject to any policy of the Company or any of
its affiliates that provides for forfeiture, disgorgement, or clawback with respect to incentive compensation that includes Awards under
the Plan and will be further subject to forfeiture and disgorgement to the extent required by law or applicable stock exchange
listing standards, including, without limitation, Section 10D of the Exchange Act. Each Participant, by accepting or being deemed to have
accepted an Award under the Plan, agrees (or will be deemed to have agreed) to the terms of this Section 6(a)(5) and to any clawback,
recoupment or similar policy of the Company or any of its subsidiaries and further agrees (or will be deemed to have further agreed) to
cooperate fully with the Administrator, and to cause any and all permitted transferees of the Participant to cooperate fully with the
Administrator, to effectuate any forfeiture or disgorgement described in this Section 6(a)(5). Neither the Administrator nor the Company
nor any other person, other than the Participant and his or her permitted transferees, if any, will be responsible for any adverse tax
or other consequences to a Participant or his or her permitted transferees, if any, that may arise in connection with this Section 6(a)(5).


 






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(6) Taxes.
The grant of an Award and the issuance, delivery, vesting and retention of Stock, cash or other property under an Award are conditioned
upon the full satisfaction by the Participant of all tax and other withholding requirements with respect to the Award. The Administrator
will prescribe such rules for the withholding of taxes and other amounts with respect to any Award as it deems necessary. Without limitation
to the foregoing, the Company or any affiliate of the Company will have the authority and the right to deduct or withhold (by any means
set forth herein or in an Award agreement), or require a Participant to remit to the Company or an affiliate of the Company, an amount
sufficient to satisfy all U.S. and non-U.S. federal, state and local income tax, social insurance, payroll tax, fringe benefits tax, payment
on account or other tax-related items related to participation in the Plan and any Award hereunder and legally applicable to the Participant
and required by law to be withheld (including, any amount deemed by the Company, in its discretion, to be an appropriate charge to the
Participant even if legally applicable to the Company or any affiliate of the Company). The Administrator, in its sole discretion, may
hold back shares of Stock from an Award or permit a Participant to tender previously-owned shares of Stock in satisfaction of tax or other
withholding requirements (but not in excess of the maximum withholding amount consistent with the Award being subject to equity accounting
treatment under the Accounting Rules). Any amounts withheld pursuant to this Section 6(a)(6) will be treated as though such amounts had
been paid directly to the applicable Participant. In addition, the Company may, to the extent permitted by law, deduct any such tax and
other withholding amounts from any payment of any kind otherwise due to a Participant from the Company or any of its affiliates.


 


(7) Dividend
Equivalents. The Administrator may provide for the payment of amounts (on terms and subject to such conditions established by
the Administrator) in lieu of cash dividends or other cash distributions with respect to Stock subject to an Award whether or not the
holder of such Award is otherwise entitled to share in the actual dividend or distribution in respect of such Award; provided, however,
that (a) dividends or dividend equivalents relating to an Award that, at the dividend payment date, remains subject to a risk of forfeiture
(whether service-based or performance-based) shall be subject to the same risk of forfeiture as applies to the underlying Award and (b)
no dividends or dividend equivalents shall be payable with respect to Stock Options or SARs. Any entitlement to dividend equivalents or
similar entitlements will be established and administered either consistent with an exemption from, or in compliance with, the applicable
requirements of Section 409A.


 


(8) Rights
Limited. Nothing in the Plan or any Award will be construed as giving any person the right to be granted an Award or to continued
employment or service with the Company or any of its subsidiaries, or any rights as a stockholder except as to shares of Stock actually
delivered under the Plan. The loss of existing or potential profit in any Award will not constitute an element of damages in the event
of a termination of a Participant’s Employment for any reason, even if the termination is in violation of an obligation of the Company
or any of its subsidiaries to the Participant.


 


(9) Coordination
with Other Plans.  Shares of Stock and/or Awards under the Plan may be issued or granted in tandem with, or in satisfaction of
or substitution for, other Awards under the Plan or awards made under other compensatory plans or programs of the Company or any of its
subsidiaries. For example, but without limiting the generality of the foregoing, awards under other compensatory plans or programs of
the Company or any of its subsidiaries may be settled in Stock (including, without limitation, Unrestricted Stock) under the Plan if the
Administrator so determines, in which case the shares delivered will be treated as awarded under the Plan (and will reduce the Share Pool).


 






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(10) Section
409A.


 


(A) Without
limiting the generality of Section 11(b) hereof, each Award will contain such terms as the Administrator determines and will be construed
and administered, such that the Award either qualifies for an exemption from the requirements of Section 409A or satisfies such requirements.


 


(B) Notwithstanding
anything to the contrary in the Plan or any Award agreement, the Administrator may unilaterally amend, modify or terminate the Plan or
any outstanding Award, including, without limitation, changing the form of the Award, if the Administrator determines that such amendment,
modification or termination is necessary or desirable to avoid the imposition of an additional tax, interest or penalty under Section
409A.


 


(C) If
a Participant is determined on the date of the Participant’s termination of Employment to be a “specified employee”
within the meaning of that term under Section 409A(a)(2)(B) of the Code, then, with regard to any payment that is considered nonqualified
deferred compensation under Section 409A, to the extent applicable, payable on account of a “separation from service”, such
payment will be made or provided on the date that is the earlier of (i) the first business day following the expiration of the six-month
period measured from the date of such “separation from service” and (ii) the date of the Participant’s death (the “Delay
Period”). Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 6(a)(10)(C) (whether they would
have otherwise been payable in a single lump sum or in installments in the absence of such delay) will be paid, without interest, on the
first business day following the expiration of the Delay Period in a lump sum and any remaining payments due under the Award will be paid
in accordance with the normal payment dates specified for them in the applicable Award agreement.


 


(D) For
purposes of Section 409A, each payment made under the Plan or any Award will be treated as a separate payment.


 


(E) With
regard to any payment considered to be nonqualified deferred compensation under Section 409A, to the extent applicable, that is payable
upon a change in control of the Company or other similar event, to the extent required to avoid the imposition of an additional tax, interest
or penalty under Section 409A, no amount will be payable unless such change in control constitutes a “change in control event”
within the meaning of Section 1.409A-3(i)(5) of the Treasury Regulations.


 


(b) Stock
Options and SARs.


 


(1) Time
and Manner of Exercise.  Unless the Administrator expressly provides otherwise, no Stock Option or SAR will be deemed to have
been exercised until the Administrator receives a notice of exercise in a form acceptable to the Administrator that is signed by the appropriate
person and accompanied by any payment required under the Award. The Administrator may limit or restrict the exercisability of any Stock
Option or SAR in its discretion, including in connection with any Covered Transaction. Any attempt to exercise a Stock Option or SAR by
any person other than the Participant will not be given effect unless the Administrator has received such evidence as it may require that
the person exercising the Award has the right to do so.


 






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(2) Exercise
Price. The exercise price (or the base value from which appreciation is to be measured) per share of each Award requiring exercise
must be no less than 100% (in the case of an ISO granted to a 10-percent stockholder within the meaning of Section 422(b)(6) of the Code,
110%) of the Fair Market Value of a share of Stock, determined as of the date of grant of the Award, or such higher amount as the Administrator
may determine in connection with the grant.


 


(3) Payment
of Exercise Price. Where the exercise of an Award (or portion thereof) is to be accompanied by a payment, payment of the exercise
price must be made by cash or check acceptable to the Administrator or, if so permitted by the Administrator and if legally permissible,
(i) through the delivery of previously acquired unrestricted shares of Stock, or the withholding of unrestricted shares of Stock otherwise
deliverable upon exercise, in either case, that have a Fair Market Value equal to the exercise price; (ii) through a broker-assisted cashless
exercise program acceptable to the Administrator; (iii) by other means acceptable to the Administrator; or (iv) by any combination of
the foregoing permissible forms of payment. The delivery of previously acquired shares in payment of the exercise price under clause (i)
above may be accomplished either by actual delivery or by constructive delivery through attestation of ownership, subject to such rules
as the Administrator may prescribe.


 


(4) Maximum
Term. The maximum term of Stock Options and SARs must not exceed 10 years from the date of grant (or five years from the date
of grant in the case of an ISO granted to a 10-percent stockholder described in Section 6(b)(2) above).


 


(5) No
Repricing. Except in connection with a corporate transaction involving the Company (which term includes, without limitation, any
stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off,
combination or exchange of shares) or as otherwise contemplated by Section 7 below, the Company may not, without obtaining stockholder
approval, (i) amend the terms of outstanding Stock Options or SARs to reduce the exercise price or base value of such Stock Options or
SARs; (ii) cancel outstanding Stock Options or SARs in exchange for Stock Options or SARs that have an exercise price or base value that
is less than the exercise price or base value of the original Stock Options or SARs; or (iii) cancel outstanding Stock Options or SARs
that have an exercise price or base value greater than the Fair Market Value of a share of Stock on the date of such cancellation in exchange
for cash or other consideration.


 






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		7.	EFFECT OF CERTAIN TRANSACTIONS



 


(a) Mergers,
etc. Except as otherwise expressly provided in an Award or other agreement or by the Administrator, the following
provisions will apply in the event of a Covered Transaction:


 


(1) Assumption
or Substitution. If the Covered Transaction is one in which there is an acquiring or surviving entity, the Administrator may provide
for (i) the assumption or continuation of some or all outstanding Awards or any portion thereof or (ii) the grant of new awards in substitution
therefor by the acquiror or survivor or an affiliate of the acquiror or survivor.


 


(2) Cash-Out
of Awards.  Subject to Section 7(a)(5) below, the Administrator may provide for payment (a “cash-out”), with
respect to some or all Awards or any portion thereof (including only the vested portion thereof, with the unvested portion terminating
without payment due as provided in Section 7(a)(4) below), equal in the case of each applicable Award or portion thereof to the excess,
if any, of (i) the fair market value of one share of Stock multiplied by the number of shares of Stock subject to the Award or such portion,
minus (ii) the aggregate exercise or purchase price, if any, of such Award or such portion thereof (or, in the case of a SAR, the aggregate
base value above which appreciation is measured), in each case, on such payment and other terms and subject to such conditions (which
need not be the same as the terms and conditions applicable to holders of Stock generally), as the Administrator determines, including
that any amounts paid in respect of such Award in connection with the Covered Transaction be placed in escrow or otherwise made subject
to such restrictions as the Administrator deems appropriate. For the avoidance of doubt, if the per share exercise or purchase price (or
base value) of an Award or portion thereof is equal to or greater than the fair market value of one share of Stock, such Award or portion
may be cancelled with no payment due hereunder or otherwise in respect thereof.


 


(3) Acceleration
of Certain Awards.  Subject to Section 7(a)(5) below, the Administrator may provide that any Award requiring exercise will become
exercisable, in full or in part, and/or that the delivery of any shares of Stock remaining deliverable under any outstanding Award of
Stock Units (including Restricted Stock Units and Performance Awards to the extent consisting of Stock Units) will be accelerated, in
full or in part, in each case on a basis that gives the holder of the Award a reasonable opportunity, as determined by the Administrator,
following the exercise of the Award or the delivery of the shares, as the case may be, to participate as a stockholder in the Covered
Transaction.


 


(4) Termination
of Awards upon Consummation of Covered Transaction. Except as the Administrator may otherwise determine, each Award will automatically
terminate (and in the case of outstanding shares of Restricted Stock, will automatically be forfeited) immediately upon the consummation
of the Covered Transaction, other than (i) any Award that is assumed, continued or substituted for pursuant to Section 7(a)(1) above and
(ii) any Award that by its terms, or as a result of action taken by the Administrator, continues following the Covered Transaction.


 






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(5) Additional
Limitations. Any share of Stock and any cash or other property or other award delivered pursuant to Section 7(a)(1), Section 7(a)(2)
or Section 7(a)(3) above with respect to an Award may, in the discretion of the Administrator, contain such restrictions, if any, as the
Administrator deems appropriate, including to reflect any performance or other vesting conditions to which the Award was subject and that
did not lapse (and were not satisfied) in connection with the Covered Transaction. For purposes of the immediately preceding sentence,
a cash-out under Section 7(a)(2) above or an acceleration under Section 7(a)(3) above will not, in and of itself, be treated as the lapsing
(or satisfaction) of a performance or other vesting condition. In the case of Restricted Stock that does not vest and is not forfeited
in connection with the Covered Transaction, the Administrator may require that any amounts delivered, exchanged or otherwise paid in respect
of such Stock in connection with the Covered Transaction be placed in escrow or otherwise made subject to such restrictions as the Administrator
deems appropriate to carry out the intent of the Plan.


 


(6) Uniform
Treatment. For the avoidance of doubt, the Administrator need not treat Participants or Awards (or portions thereof) in a uniform
manner, and may treat different Participants and/or Awards differently, in connection with a Covered Transaction.


 


(b) Changes
in and Distributions with Respect to Stock.


 


(1) Basic
Adjustment Provisions. In the event of a stock dividend, stock split or combination of shares (including a reverse stock split),
recapitalization or other change in the Company’s capital structure that constitutes an equity restructuring within the meaning
of the Accounting Rules, the Administrator shall make appropriate adjustments to the Share Pool, and shall make appropriate adjustments
to the number and kind of shares of stock or securities underlying Awards then outstanding or subsequently granted, any exercise or purchase
prices (or base values) relating to Awards and any other provision of Awards affected by such change.


 


(2) Certain
Other Adjustments. The Administrator may also make adjustments of the type described in Section 7(b)(1) above to take into account
distributions to stockholders other than those provided for in Sections 7(a) and 7(b)(1) above, or any other event, if the Administrator
determines that adjustments are appropriate to avoid distortion in the operation of the Plan or any Award.


 


(3) Continuing
Application of Plan Terms. References in the Plan to shares of Stock will be construed to include any stock or securities resulting
from an adjustment pursuant to this Section 7.


 


		8.	LEGAL CONDITIONS ON DELIVERY OF STOCK



 


The Company will not be obligated
to deliver any shares of Stock pursuant to the Plan or to remove any restriction from shares of Stock previously delivered under the Plan
until: (i) the Company is satisfied that all legal matters in connection with the issuance and delivery of such shares have been addressed
and resolved; (ii) if the outstanding Stock is at the time of delivery listed on any stock exchange or national market system, the shares
to be delivered have been listed or authorized to be listed on such exchange or system upon official notice of issuance; and (iii) all
conditions of the Award have been satisfied or waived. The Company may require, as a condition to the exercise of an Award or the delivery
of shares of Stock under an Award, such representations or agreements as counsel for the Company may consider appropriate to avoid violation
of the Securities Act of 1933, as amended, or any applicable state or non-U.S. securities law. Any Stock delivered under the Plan will
be evidenced in such manner as the Administrator determines appropriate, including book-entry registration or delivery of stock certificates.
In the event that the Administrator determines that stock certificates will be issued in connection with Stock issued under the Plan,
the Administrator may require that such certificates bear an appropriate legend reflecting any restriction on transfer applicable to such
Stock, and the Company may hold the certificates pending the lapse of the applicable restrictions.


 






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		9.	AMENDMENT AND TERMINATION



 


The Administrator may at any
time or times amend the Plan or any outstanding Award for any purpose which may at the time be permitted by applicable law, and may at
any time terminate the Plan as to any future grants of Awards; provided, however, that except as otherwise expressly provided in
the Plan or the applicable Award, the Administrator may not, without the Participant’s consent, alter the terms of an Award so as
to affect materially and adversely the Participant’s rights under the Award, unless the Administrator expressly reserved the right
to do so in the Plan or at the time the applicable Award was granted. Any amendments to the Plan will be conditioned upon stockholder
approval only to the extent, if any, such approval is required by applicable law (including the Code) or stock exchange requirements,
as determined by the Administrator. For the avoidance of doubt, without limiting the Administrator’s rights hereunder, no adjustment
to any Award pursuant to the terms of Section 7 or Section 12 hereof will be treated as an amendment requiring a Participant’s consent.


 


		10.	OTHER COMPENSATION ARRANGEMENTS



 


The existence of the Plan
or the grant of any Award will not affect the right of the Company or any of its subsidiaries to grant any person bonuses or other compensation
in addition to Awards under the Plan.


 


		11.	MISCELLANEOUS



 


(a) Waiver
of Jury Trial. By accepting or being deemed to have accepted an Award under the Plan, each Participant waives (or will be deemed
to have waived), to the maximum extent permitted under applicable law, any right to a trial by jury in any action, proceeding or counterclaim
concerning any rights under the Plan or any Award, or under any amendment, waiver, consent, instrument, document or other agreement delivered
or which in the future may be delivered in connection therewith, and agrees (or will be deemed to have agreed) that any such action, proceedings
or counterclaim will be tried before a court and not before a jury. By accepting (or being deemed to have accepted) an Award under the
Plan, each Participant certifies that no officer, representative, or attorney of the Company has represented, expressly or otherwise,
that the Company would not, in the event of any action, proceeding or counterclaim, seek to enforce the foregoing waivers. Notwithstanding
anything to the contrary in the Plan, nothing herein is to be construed as limiting the ability of the Company and a Participant to agree
to submit any dispute arising under the terms of the Plan or any Award to binding arbitration or as limiting the ability of the Company
to require any individual to agree to submit such disputes to binding arbitration as a condition of receiving an Award hereunder.


 






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(b) Limitation
of Liability. Notwithstanding anything to the contrary in the Plan or any Award, none of the Company, nor any of its subsidiaries,
nor the Administrator, nor any person acting on behalf of the Company, any of its subsidiaries, or the Administrator, will be liable to
any Participant, to any permitted transferee, to the estate or beneficiary of any Participant or any permitted transferee, or to any other
person by reason of any acceleration of income, any additional tax, or any penalty, interest or other liability asserted by reason of
the failure of an Award to satisfy the requirements of Section 422 or Section 409A or by reason of Section 4999 of the Code, or otherwise
asserted with respect to any Award.


 


(c) Unfunded
Plan. The Company’s obligations under the Plan are unfunded, and no Participant will have any right to specific assets of
the Company in respect of any Award. Participants will be general unsecured creditors of the Company with respect to any amounts due or
payable under the Plan.


 


		12.	ESTABLISHMENT OF SUB-PLANS



 


The Administrator may at any
time and from time to time (including before or after an Award is granted) establish, adopt, or revise any rules and regulations as it
may deem necessary or advisable to administer the Plan for Participants based outside of the U.S. and/or subject to the laws of countries
other than the U.S., including by establishing one or more sub-plans, supplements or appendices under the Plan or any Award agreement
for the purpose of complying or facilitating compliance with non-U.S. laws or taking advantage of tax favorable treatment or for any other
legal or administrative reason determined by the Administrator. Any such sub-plan, supplement or appendix may contain, in each case, (i)
such limitations on the Administrator’s discretion under the Plan and (ii) such additional or different terms and conditions, as
the Administrator deems necessary or desirable and will be deemed to be part of the Plan but will apply only to Participants within the
group to which the sub-plan, supplement or appendix applies (as determined by the Administrator); provided, however, that no sub-plan,
supplement or appendix, rule or regulation established pursuant to this provision shall increase the Share Pool.


 


		13.	GOVERNING LAW



 


(a) In
General. Awards and shares of Stock will be granted, issued and administered consistent with the requirements of applicable Delaware
law relating to the issuance of stock and the consideration to be received therefor, and with the applicable requirements of the stock
exchanges or other trading systems on which the Stock is listed or entered for trading, in each case, as determined by the Administrator.
Except as otherwise provided by the express terms of an Award agreement, under a sub-plan described in Section 12 above or as provided
in Section 13(a) above, the domestic substantive laws of the State of Delaware govern the provisions of the Plan and of Awards under the
Plan and all claims or disputes arising out of or based upon the Plan or any Award under the Plan or relating to the subject matter hereof
or thereof without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic
substantive laws of any other jurisdiction.


 






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(b) Jurisdiction.
Subject to Section 11(a) above, by accepting (or being deemed to have accepted) an Award, each Participant agrees or will be deemed
to have agreed to (i) submit irrevocably and unconditionally to the jurisdiction of the federal and state courts located within the geographic
boundaries of the United States District Court for the District of Delaware for the purpose of any suit, action or other proceeding arising
out of or based upon the Plan or any Award; (ii) not commence any suit, action or other proceeding arising out of or based upon the Plan
or any Award, except in the federal and state courts located within the geographic boundaries of the United States District Court for
the District of Delaware; and (iii) waive, and not assert, by way of motion as a defense or otherwise, in any such suit, action or proceeding,
any claim that he or she is not subject personally to the jurisdiction of the above-named courts that his or her property is exempt or
immune from attachment or execution, 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 the Plan or any Award or the subject matter thereof may not be enforced in or by such court.


 


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EXHIBIT A


 


Definition
of Terms


 


The following terms, when
used in the Plan, have the meanings and are subject to the provisions set forth below:


 


“Accounting Rules”:
Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor provision.


 


“Administrator”:
 The Compensation Committee, except that the Board may at any time act in the capacity of the Administrator (including with respect
to such matters that are not delegated to the Compensation Committee by the Board (whether pursuant to committee or charter), if applicable).
The Compensation Committee (or the Board) may delegate (i) to one or more of its members (or one or more other members of the Board) such
of its duties, powers and responsibilities as it may determine; (ii) to one or more officers of the Company the power to grant Awards
to the extent permitted by applicable law; and (iii) to such Employees or other persons as it determines such ministerial tasks as it
deems appropriate. For purposes of the Plan, the term “Administrator” will include the Board, the Compensation Committee,
and the person or persons delegated authority under the Plan to the extent of such delegation, as applicable.


 


“Award”: 
Any or a combination of the following:


 


(i) Stock Options.


 


(ii) SARs.


 


(iii) Restricted
Stock.


 


(iv) Unrestricted
Stock.


 


(v) Stock Units,
including Restricted Stock Units.


 


(vi) Performance
Awards.


 


(vii) Awards (other
than Awards described in (i) through (vi) above) that are convertible into or otherwise based on Stock.


 


“Board”: The
Board of Directors of the Company.


 


“Cause”: 
In the case of any Participant who is party to an employment, change of control or severance-benefit agreement that contains a definition
of “Cause,” the definition set forth in such agreement applies with respect to such Participant for purposes of the Plan for
so long as such agreement is in effect. In every other case, “Cause” means, as determined by the Administrator, (i) the Participant’s
material failure to perform (other than by reason of disability), or substantial negligence in the performance of, the Participant’s
duties and responsibilities to the Company or any of its affiliates; (ii) the Participant’s material breach of the Plan, any Award
agreement or any other agreement between the Participant and the Company or any of its affiliates or any policy of the Company or any
of its affiliates, including any non-competition, non-solicitation, no-hire, non-disparagement, confidentiality, invention assignment
or other restrictive covenant by which he or she is bound; (iii) the Participant’s commission of, or plea of nolo contendere to,
a felony or other crime involving moral turpitude; or (iv) other conduct by the Participant that is or could reasonably be expected to
be materially harmful to the business interests or reputation of the Company or any of its affiliates.


 






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“Code”: The
U.S. Internal Revenue Code of 1986, as from time to time amended and in effect, or any successor statute as from time to time in effect.


 


“Company”:
Sezzle Inc., a Delaware corporation.


 


“Compensation Committee”:
 The Compensation Committee of the Board.


 


“Covered Transaction”:
 Any of (i) a consolidation, merger or similar transaction or series of related transactions, including a sale or other disposition
of stock, in which the Company is not the surviving corporation or which results in the acquisition of all or substantially all of the
Company’s then outstanding common stock by a single person or entity or by a group of persons and/or entities acting in concert;
(ii) a sale or transfer of all or substantially all the Company’s assets; (iii) a dissolution or liquidation of the Company or (iv)
any other transaction the Administrator determines to be a Covered Transaction. Where a Covered Transaction involves a tender offer that
is reasonably expected to be followed by a merger described in clause (i) (as determined by the Administrator), the Covered Transaction
will be deemed to have occurred upon consummation of the tender offer.


 


“Date of Adoption”:
The date the Plan is approved by the Company’s stockholders.


 


“Director”:
A member of the Board who is not an Employee.


 


“Disability”:
In the case of any Participant who is party to an employment, change of control or severance-benefit agreement that contains a definition
of “Disability” (or a corollary term), the definition set forth in such agreement applies with respect to such Participant
for purposes of the Plan for so long as such agreement is in effect. In every other case, “Disability” means, as determined
by the Administrator, absence from work due to a disability for a period in excess of ninety (90) days in any twelve (12)-month period
that would entitle the Participant to receive benefits under the Company’s long-term disability program as in effect from time to
time (if the Participant were a participant in such program).


 


“Employee”:
 Any person who is employed by the Company or any of its subsidiaries.


 


“Employment”:
A Participant’s employment or other service relationship with the Company or any of its subsidiaries. Employment will be deemed
to continue, unless the Administrator otherwise determines, so long as the Participant is employed by, or otherwise is providing services
in a capacity described in Section 5 of the Plan to, the Company or any of its subsidiaries. If a Participant’s employment or other
service relationship is with any subsidiary of the Company and that entity ceases to be a subsidiary of the Company, the Participant’s
Employment will be deemed to have terminated when the entity ceases to be a subsidiary of the Company unless the Participant transfers
Employment to the Company or one of its remaining subsidiaries. Notwithstanding the foregoing, in construing the provisions of any Award
relating to the payment of “nonqualified deferred compensation” (subject to Section 409A) upon a termination or cessation
of Employment, references to termination or cessation of employment, separation from service, retirement or similar or correlative terms
will be construed to require a “separation from service” (as that term is defined in Section 1.409A-1(h) of the Treasury Regulations,
after giving effect to the presumptions contained therein) from the Company and from all other corporations and trades or businesses,
if any, that would be treated as a single “service recipient” with the Company under Section 1.409A-1(h)(3) of the Treasury
Regulations. The Company may, but need not, elect in writing, subject to the applicable limitations under Section 409A, any of the special
elective rules prescribed in Section 1.409A-1(h) of the Treasury Regulations for purposes of determining whether a “separation from
service” has occurred. Any such written election will be deemed a part of the Plan.


 






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“Exchange Act”:
The Securities Exchange Act of 1934, as amended.


 


“Fair Market Value”:
As of a particular date, (i) the closing price for a share of Stock reported on the national securities exchange on which the Stock
is then listed for that date or, if no closing price is reported for that date, the closing price on the immediately preceding date on
which a closing price was reported or (ii) in the event that the Stock is not traded on a national securities exchange, the fair market
value of a share of Stock determined by the Administrator consistent with the rules of Section 422 and Section 409A to the extent applicable.


 


“ISO”: 
A Stock Option intended to be an “incentive stock option” within the meaning of Section 422. Each Stock Option granted pursuant
to the Plan will be treated as providing by its terms that it is to be an NSO unless, as of the date of grant, it is expressly designated
as an ISO in the applicable Award agreement.


 


“NSO”: A
Stock Option that is not intended to be an “incentive stock option” within the meaning of Section 422.


 


“Participant”:
 A person who is granted an Award under the Plan.


 


“Performance Award”:
An Award subject to performance vesting conditions, which may include Performance Criteria.


 


“Performance Criteria”:
Specified criteria, other than the mere continuation of Employment or the mere passage of time, the satisfaction of which is a condition
for the grant, exercisability, vesting or full enjoyment of an Award. A Performance Criterion and any targets with respect thereto need
not be based upon an increase, a positive or improved result or avoidance of loss and may be applied to a Participant individually, or
to a business unit or division of the Company or to the Company as a whole. A Performance Criterion may also be based on individual performance
and/or subjective performance criteria. The Administrator may provide that one or more of the Performance Criteria applicable to such
Award will be adjusted in a manner to reflect events (for example, but without limitation, acquisitions or dispositions) occurring during
the performance period that affect the applicable Performance Criterion or Criteria.


 






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“Plan”: This
Sezzle Inc. 2021 Equity Incentive Plan, as from time to time amended and in effect.


 


“Prior Plan”:
The Sezzle Inc. 2019 Equity Incentive Plan.


 


“Restricted Stock”:
 Stock subject to restrictions requiring that it be forfeited, redelivered or offered for sale to the Company if specified performance
or other vesting conditions are not satisfied.


 


“Restricted Stock
Unit”:  A Stock Unit that is, or as to which the delivery of Stock or of cash in lieu of Stock is, subject to the satisfaction
of specified performance or other vesting conditions.


 


“SAR”: A
right entitling the holder upon exercise to receive an amount (payable in cash or in shares of Stock of equivalent value) equal to the
excess of the Fair Market Value of the shares of Stock subject to the right over the base value from which appreciation under the SAR
is to be measured.


 


“Section 409A”:
 Section 409A of the Code and the regulations thereunder.


 


“Section 422”:
 Section 422 of the Code and the regulations thereunder.


 


“Stock”: 
Common stock of the Company, par value $0.00001 per share.


 


“Stock Option”:
 An option entitling the holder to acquire shares of Stock upon payment of the exercise price.


 


“Stock Unit”:
 An unfunded and unsecured promise, denominated in shares of Stock, to deliver Stock or cash measured by the value of Stock in the
future.


 


“Substitute Award”:
An Award granted under the Plan in substitution for one or more equity awards of an acquired company that are converted, replaced
or adjusted in connection with the acquisition.


 


“Unrestricted Stock”:
Stock not subject to any restrictions under the terms of the Award.


 


 


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