Exhibit 10.19


 





 



 


20
June 2019


 


Karen
Hartje Miller


251
1st Avenue N., Suite 200 


Minneapolis,
MN, 55401


 


Dear
Karen:


 


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 Financial 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 Chief Executive Officer. 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$195,000 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.



 


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.


  






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


     


    


 





 



 



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 6 months; or


 


 (e) by yourself, with advance written notice of at least 6 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/ Charles G. Youakim
	 	Charles G. Youakim
	 	Title:	Chief Executive Officer


 


	ACCEPTED AND AGREED TO BY:	 
	 	 
	 /s/
    Karen Hartje Miller	 
	Karen Hartje Miller	 
	 	 
	06 / 20 / 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	Karen’s
employment agreement

	FILE NAME	Karen
Hartje Offe...t (20.06.19).DOCX

	DOCUMENT ID	140429acdd052cbeb1c43aa3d9e64bbafa53bc2c
	STATUS	●  Completed


 





 



 


Document
History 


 


	 	06/20/2019

17:11:23 UTC-6

 	Sent for signature to Charles G. Youakim

(charlie.youakim@sezzle.com) and Karen Hartje Miller

(karen.hartje@sezzle.com) from don.mcconnell@sezzle.com IP: 65.126.92.250
	 	 	 
	 	06/20/2019

18:35:27 UTC-6	Viewed by Charles G. Youakim (charlie.youakim@sezzle.com)

IP: 61.238.159.38
	 	 	 
		06/20/2019

18:35:37 UTC-6	Signed by Charles G. Youakim (charlie.youakim@sezzle.com)

IP: 61.238.159.38
	 	 	 
		06/20/2019

20:16:08 UTC-6	Viewed by Karen Hartje Miller (karen.hartje@sezzle.com)

IP: 172.56.13.89
	 	 	 
		06/20/2019

20:22:15 UTC-6	Signed by Karen Hartje Miller (karen.hartje@sezzle.com)

IP: 61.238.159.38
	 	 	 
	  	06/20/2019

20:22:15 UTC-6	The document has been completed.