Exhibit
10.17


 


 


 


 






 


20
June 2019


 


Charles
Youakim,


 


2201
Humboldt Avenue South


Minneapolis,
MN, 55405


 


Dear
Charles:


 


Sezzle
Inc., a Delaware corporation (the “Company”), is pleased to offer you the revised terms of employment described below,
which shall become effective upon 21 June 2019 (the “Effective Date”).


 


1. Position. You
will serve in a full-time position as Chief Executive Officer. Your primary duties will be providing vision, leadership,
strategy, and executing on the Company’s mission. You shall have the normal duties, responsibilities, and authority of an
employee serving in your position, subject to any modifications by the Company, and shall perform those duties and responsibilities
to the best of your abilities in a diligent, trustworthy, businesslike and efficient manner. While in this position, you shall
report directly to the Board of Directors of the Company. By signing this letter, you confirm with the Company that you are under no
contractual or other legal obligations that would prohibit you from performing your duties with the Company.


 


2. Compensation
and Employee Benefits. You will be paid a salary at the rate of US$225,000 per year, payable on the Company’s
regular payroll dates. You also will be eligible for other Company-provided benefits pursuant to Company policy, which may be
changed at the Company’s discretion. The benefits currently available in association with your employment with the Company are
set out in the attached Appendix A and any other applicable policies, plan documents, or related materials.


 


		3.	Employee
                                            Stock Option Plan.



 


		A.	Eligibility.
                                            You are entitled to participate in the Company’s Employee Stock Option Plan, under
                                            the terms and conditions set forth therein.



 


		B.	Effect
                                            of Termination on Employee Stock Option Plan. The Company agrees that, if a Change of
                                            Control occurs and your employment is terminated by the Company any successor or other new
                                            owner either (a) in connection therewith or (b) within 36 months following the Change of
                                            Control, all options issued to you under the Company’s Employee Stock Option Plan will
                                            immediately vest and become exercisable in accordance with their terms. For the purpose of
                                            this paragraph 3 and its subparts, “Change of Control” has the meaning given
                                            to that term in the Company’s Employee Stock Option Plan from time to time.



 



    Sezzle Inc. | sezzle.com | (651) 504-5294 | 251 1st Ave N, Ste 200, Minneapolis, MN 55401


     


    

 


 


 


 






 


4. Proprietary
Information, Inventions, Non-Competition and Non-Solicitation. If you previously have entered into a Proprietary
Information, Inventions, Non-Competition and Non-Solicitation Agreement with the Company (“Fair Competition Agreement”),
that Fair Competition Agreement shall remain in full force and effect, and shall not be altered or superseded by this letter, except
with respect to a matter where this letter and the Fair Competition Agreement directly conflict (such as with respect to your term
of employment), in which case this letter shall control. If you have not entered into any Fair Competition Agreement with the
Company, you will be required to do so as a condition of your employment with the Company, and as consideration for the promises and
obligations provided by the Company in this letter.


 


5. Term
of Employment. You shall be employed by the Company indefinitely, except that, subject to the remaining provisions of this
paragraph 5, the employment relationship may be terminated:


 


		(a)	at
                                            any time upon written agreement between yourself and the



 


Company;


 


	 	(b)	by the Company
immediately and without prior notice upon a Termination for Cause;



 


		(c)	immediately
                                            upon your death or a Permanent Disability (as defined



 


below);


 


	 	(d)	by the Company,
other than a Termination for Cause, with advance written notice of at least 12 months; or



 


		(e)	by
                                            yourself, with advance written notice of at least 12 months.



 


A.
Termination for Cause. Notwithstanding any other provision in this letter, your employment relationship will end immediately
upon a Termination for Cause. Termination for Cause will exist if the Company terminates the employment relationship due to: (i)
materially dishonest or disparaging statements or acts by you pertaining to your employment and causing the Company to incur
material damage, loss, or other harm; (ii) your failure or refusal to perform adequately your duties and responsibilities or comply
with any valid and legal directive; (iii) a material violation by you of any applicable policies or rules; (iv) your negligence or
willful misconduct in connection with your employment causing the Company to incur material damage, loss, or other harm; or (v) a
material breach by your of your obligations under this letter or any Fair Competition Agreement. In the event of a Termination for
Cause, you shall be entitled to your salary only through your final date of employment, and you shall not be entitled to
compensation for any portion of the Notice Period.


 


B.
Notice Period. In the event the Company provides you with written notice of termination as set forth above, except in the event
of a Termination for Cause, the Company may decide, in its sole discretion, to:


 


(a)
elect to make payment to you in lieu of notice instead of requiring or permitting you to work for part, or all, of the notice
period, in which case your employment ends at the time elected; or


 



    Sezzle Inc. | sezzle.com | (651) 504-5294 | 251 1st Ave N, Ste 200, Minneapolis, MN 55401


     


    

 


 


  


 



 


(b)
remove any or all of your job duties and authority during the Notice Period, with the understanding that you shall nevertheless
receive your regular compensation through the conclusion of the Notice Period (“Notice Period Compensation”).


 


C.
Release Agreement. In exchange for any Notice Period Compensation, the Company may require you to accept and enter into a
release agreement, in a form acceptable to the Company, that releases any claims or causes of action you may have against the
Company and certain affiliated individuals and entities.


 


D.
Permanent Disability. A “Permanent Disability” will exist if you, because of accident, disability, or physical or
mental illness, become incapable either on an indefinite basis or for a period amounting in the aggregate to 90 days within any one
period of 365 days of performing your key duties to the Company or any Company-Related Party, as determined by a licensed physician
reasonably selected by the Company’s CEO. The physician’s determination that you have a Permanent Disability will be
final and binding for purposes of determining the rights and obligations of you and the Company under this Agreement.


 


6. Outside
Activities. While you render services to the Company, you agree that you will not engage in any other employment, consulting
or other business activity without the written consent of the Company, and you shall comply with the terms of any Fair Competition
Agreement.


 


7. Taxes,
Withholding and Required Deductions. All forms of compensation or benefits referred to in this letter are subject to all
applicable taxes, withholding and any other deductions required by applicable law.


 


		8.	Miscellaneous.



 


(a)       Company
Policies. In addition to the obligations set forth in this letter, you will be responsible for following all applicable Company
rules, policies, and procedures. The Company shall make such rules, policies, and procedures available to you in writing.


 


(b)       Governing
Law. The validity, interpretation, construction and performance of this letter, and all acts and transactions pursuant hereto
and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of state
of Minnesota, without giving effect to principles of conflicts of law.


 


(c)       Entire
Agreement. This letter sets forth the entire agreement and understanding of the parties relating to the subject matter herein
and, except as noted below, supersedes all prior or contemporaneous discussions, understandings and agreements, whether oral or written,
between them relating to the subject matter hereof (including, but not limited to, by superseding the terms of any prior offer letter
between you and the Company). Notwithstanding the foregoing in this subparagraph, this letter shall not alter or supersede the terms
of any Indemnification Agreement between you and the Company or, as set forth further above, the terms of any Fair Competition Agreement
between you and the Company. The terms and conditions of this letter may not be changed other than by an express written agreement signed
by you and executed by the Company.


 






    Sezzle Inc. | sezzle.com | (651) 504-5294 | 251 1st Ave N, Ste 200, Minneapolis, MN 55401


     


    

 


 


 


 






 


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


 


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


 


[Signature
Page Follows]


  



    Sezzle Inc. | sezzle.com | (651) 504-5294 | 251 1st Ave N, Ste 200, Minneapolis, MN 55401


     


    

 


 


 


 






 


If
you wish to accept this revised letter, please sign and date both the enclosed duplicate original of this letter and return them to me.
This offer, if not accepted, will expire at the close of business on 21 June 2019.


 


	 	SEZZLE
    INC.
	 	 
	 	By:	/s/
    Paul Paradis
	 	Paul
    Paradis
	 	Title:
    Chief Revenue Officer


 


	ACCEPTED
    AND AGREED TO BY:	 
	 	 
	/s/
    Charlie Youakim 	 
	Charlie
    Youakim	 
	 	 
	06
    / 21 / 2019	 
	Date	 


 






    Sezzle Inc. | sezzle.com | (651) 504-5294 | 251 1st Ave N, Ste 200, Minneapolis, MN 55401


     


    

 


 


 


 



 


Appendix
A


Employment
Benefits (clause 2)


  


The
following are the benefits currently available in association with your employment with Sezzle Inc., a Delaware corporation (the “Company”).
Please note that these are subject to change at the Company’s discretion, and are governed by any other applicable policies, plan
documents, or related materials.


 


		1	Vacation
                                            Benefit.



 


The
Company has a 2 week vacation policy for all new hires. At your 1-year anniversary your vacation benefit will increase to 3 weeks per
year. At your 4-year anniversary your vacation benefit will increase to 4 weeks per year. The maximum accumulated vacation balance is
4 weeks. All vacation requests must be approved by your manager and there is no guarantee a request will be approved. If an event comes
up that requires additional time off please talk with your manager.


 


		2	Sick/Emergency
                                            Leave Benefit.



 


The
Company has a 1 week sick policy. If you are sick, let your supervisor know as soon as you can and please stay home. In the case of an
emergency leave request, please let your supervisor know as far in advance as possible.


 


		3	Paternity/Maternity
                                            Leave.



 


We
love additions to the Sezzle family, and so should you. Fathers are allowed 4 weeks of paid paternity leave and mothers are allowed 12
weeks of paid maternity leave. You also will be entitled to any leave that is available by law (including, but not limited to, the Family
and Medical Leave Act), which shall run concurrently with this paid maternity or paternity leave.


 


		4	Health
                                            Insurance.



 


The
Company provides employees with insurance through Health Partners. Please see the attached for details on that plan. The applicable plan
documents will govern the terms of the insurance coverage.


 


		5	Vision/Dental
                                            Coverage.



 


The
Company also offers a vision and dental package. Please see the attached for details on these plans. The applicable plan documents will
govern the terms of the insurance coverage.


 



    Sezzle Inc. | sezzle.com | (651) 504-5294 | 510 1st Ave N, Ste 305, Minneapolis, MN 5540


     


    

 


 


  


 






 


		6	401k.



 


The
Company offers employees of the company the option of enrolling in both a Roth and traditional 401k. Please see the SEZZLE 401(K) PLAN
SUMMARY PLAN DESCRIPTION.


 


		7	Sezzle
                                            Employee Stock Option Plan.



 


The
Company has an employee stock option plan that allows the company to reward employees with ownership in the company. Awards are granted
based on your performance in the Company. The applicable plan documents will govern the terms of the employee stock option plan and awards
granted thereunder.


 



    Sezzle Inc. | sezzle.com | (651) 504-5294 | 510 1st Ave N, Ste 305, Minneapolis, MN 5540


     


    

  


	 	Audit
Trail



    


 






 


	TITLE	Charlie's
    employment agreement
	 	 
	FILE
    NAME	Charlie
    Youakim O...20.06.19) v1.DOCX
	 	 
	DOCUMENT
    ID	46e100997669bfd45ecc65664c4bd3d617efc755
	 	 
	STATUS	● Completed


   


 






 


Document
History 


 


	 	06/20/2019	Sent for signature to Charlie Youakim
	11:42:33 UTC-6	(charlie.youakim@sezzle.com) and Paul Paradis
	 	(paul.paradis@sezzle.com) from don.mcconnell@sezzle.com IP: 65.126.92.250
	 	 	 
	 	06/20/2019	Viewed by Charlie Youakim (charlie.youakim@sezzle.com)
	14:49:47 UTC-6	IP: 172.56.12.69
	 	 	 
	 	06/20/2019	Signed by Charlie Youakim (charlie.youakim@sezzle.com)
	14:49:57 UTC-6	IP: 172.56.12.69
	 	 	 
	 	06/20/2019	Viewed by Paul Paradis (paul.paradis@sezzle.com)
	18:41:26 UTC-6	IP: 61.238.159.38
	 	 	 
	 	06/20/2019	Signed by Paul Paradis (paul.paradis@sezzle.com)
	18:41:48 UTC-6	IP: 61.238.159.38
	 	 	 
	 	06/20/2019	The document has been completed.
	18:41:48 UTC-6