Form of Unrestricted Stock Award Agreement

Congratulations. You have been awarded certain shares of Unrestricted Stock (the “Award”) of Sezzle Inc., a Delaware corporation (the “Company”), issuable from the Company’s 2021 Equity Incentive Plan (as amended and/or restated from time to time, the “Plan”), and subject to the following terms and conditions. Capitalized terms used in this Notice have the meanings set forth in the Plan, unless otherwise defined in this Notice.

Award Terms:

By your signature or acceptance of this Award, you acknowledge and agree that this Award is granted under and governed by and subject to the terms and conditions of this Notice, the Plan and the Equity Award Agreement, both of which are attached to and made a part of this Notice.

In addition, you agree and acknowledge that your rights to any shares of Unrestricted Stock or the Award is not consideration for services you rendered to the Company prior to the Date of Award, and that nothing in this Notice, the Plan or Equity Award Agreement confers upon you any right to continue your employment or consulting relationship with the Company for any period of time, nor does it interfere in any way with your right or the Company’s right to terminate that relationship at any time, for any reason, with or without Cause, subject to applicable laws and any employment agreements that may exist between the Company and you.

SEZZLE INC.

By:     

Name:

Title:

(PRINT NAME)

(Signature)

1.    Award. Sezzle Inc., a Delaware corporation (the “Company”), hereby grants to the person (“Participant”) named in the attached Notice of Award (the “Notice”), those shares of Unrestricted Stock set forth in the Notice, subject to the terms and conditions of the Company’s 2021 Equity Incentive Plan (as amended and/or restated from time to time, the “Plan”), which is incorporated in this Equity Award Agreement (this “Agreement”) by reference. Each share of Unrestricted Stock is subject to the terms and conditions set forth in this Agreement and the Plan. Unless otherwise defined in this Agreement or the Notice, the terms used in this Agreement shall have the meanings defined in the Plan.

2.    Settlement of Unrestricted Stock. The Company shall issue or transfer to you, or cause to be issued or transferred to you, the number of shares of Unrestricted Stock that vested on such Vesting Date, and shall either (A) deliver, or cause to be delivered, to you a certificate or certificates therefor, registered in your name; or (B) cause such shares to be credited to your account at a third-party stock plan administrator as may be arranged for by the Company or the Administrator from time to time for purposes of the administration of outstanding Awards under the Plan. You shall be deemed the owner of the shares of Unrestricted Stock at the close of business on the applicable Vesting Date and shall be entitled to any dividend or distribution for which the record date occurs after the close of business on such Vesting Date.

3.    Termination of Employment. Following the date of termination of Participant’s Employment status for any reason (the “Termination Date”), your rights in respect of all of your then unvested Unrestricted Stock shall terminate and be forfeited, subject to the terms and conditions set forth in the Notice. For the avoidance of doubt and for purposes of this Award only, termination of Employment status and the Termination Date will be deemed to occur as of the date Participant is no longer actively providing services as an Employee, as determined by the Administrator (except to the extent Participant is on a Company-approved leave of absence), and will not be extended by any notice period or “garden leave” that is required contractually or under applicable laws.

4.    Non-Transferability of Unrestricted Stock. Subject to any exceptions set forth in this Agreement or the Plan, until such time as Unrestricted Stock are settled in accordance with Section 2, the Unrestricted Stock or the rights relating thereto may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by Participant. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Unrestricted Stock or the rights relating thereto shall be wholly ineffective and, if any such attempt is made, the Unrestricted Stock will be forfeited by the Participant and all of Participant’s rights to such the Unrestricted Stock shall immediately terminate without any payment or consideration by the Company.

5.    Effect of Agreement. Participant acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof (and has had an opportunity to consult counsel regarding the terms of the Award), and hereby accepts and agrees to be bound by the terms as set forth in the Notice, this Agreement and in the Plan. This Agreement is subject to the Plan as approved by the Company's stockholders. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between the terms and provisions of the Plan and the terms and provisions of the Notice and this Agreement, the Plan terms and provisions shall prevail. Participant hereby agrees to accept as binding, conclusive and final all decisions and interpretations of the Administrator regarding any questions relating to this Award.

6.    Imposition of Other Requirements. The Company reserves the right to impose other requirements on Participant’s participation in the Plan, including the Unrestricted Stock, to the extent the Company determines it is necessary or advisable in order to comply with applicable laws or facilitate the administration of the Plan. Participant agrees to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. Furthermore, Participant acknowledges that the laws of the country (including any rules or regulations governing securities, foreign exchange, tax, labor, or other matters) in which Participant is working at the time of grant or vesting of the shares of Unrestricted Stock may subject Participant to additional procedural or regulatory requirements that Participant is and will be solely responsible for and must fulfill.

7.    Electronic Delivery. The Administrator may, in its sole and absolute discretion deliver any documents related to Participant’s current or future participation in the Plan, the shares of Unrestricted Stock, any other Company securities or any other Company-related documents, by electronic means. Participant hereby (i) consents to receive such documents by electronic means, (ii) consents to the use of electronic signatures, and (iii) if applicable, agrees to participate in the Plan and/or receive any such documents through an on-line or electronic system established and maintained by the Company or a third party designated by the Company. If Participant has been provided a copy of this Agreement, the Notice, the Plan, or any other documents relating to this Award in a language other than English, the English language documents will prevail in case of any ambiguities or divergences as a result of translation.

8.    No Acquired Rights. In accepting the Award, Participant acknowledges that the Plan is established voluntarily by the Company, is discretionary in nature, and may be modified, amended, suspended or terminated by the Company at any time. The Award is voluntary and occasional and does not create any contractual or other right to receive future grants, other awards or benefits in lieu of awards under the Plan, even if grants have been granted repeatedly in the past, and all decisions with respect to future grants or other awards, if any, will be at the sole discretion of the Administrator. In addition, Participant’s participation in the Plan is voluntary, and the shares of Unrestricted Stock are extraordinary items that do not constitute regular compensation for services rendered to the Company or any subsidiary or affiliate and are outside the scope of Participant’s employment contract, if any. The shares of Unrestricted Stock are not intended to replace any pension rights or compensation and are not part of normal or expected salary or compensation of Participant for any purpose, including but not limited to calculating severance payments, if any, upon termination of Employment.

9.    Taxes. The Company’s obligation to issue and deliver any shares of Unrestricted Stock is conditioned upon the full satisfaction by Participant of all tax and other withholding requirements with respect to the Award. Upon each Vesting Date, the Company will hold back shares from those shares issuable as a result of the vesting of Unrestricted Stock in 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 the vesting of the subject Unrestricted Stock on such Vesting Date and legally applicable to 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) unless, contemporaneously with such grant, Participant tenders previously-owned shares of Stock or additional cash in satisfaction of all of the tax or other withholding requirements applicable on such Vesting Date, if any. Any amounts withheld pursuant to this Section 9 will be treated as though such amounts had been paid directly to 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 Participant from the Company or any of its affiliates. Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains Participant’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting or settlement of shares of Unrestricted Stock or the subsequent sale of any shares; and (b) does not commit to structure the Unrestricted Stock to reduce or eliminate Participant’s liability for Tax-Related Items.

10.    Data Privacy. Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Participant’s personal data (as described below) by and among, as applicable, the Company and any subsidiary or affiliate for the exclusive purpose of implementing, administering, and managing Participant’s participation in the Plan. Participant understands that refusal or withdrawal of consent may affect Participant’s ability to participate in the Plan or to realize benefits from the Award.

11.    Clawback. By accepting the Award, Participant acknowledges that the Award (whether or not vested or exercisable), the proceeds from the exercise or disposition of the Award or Shares acquired under any Award, and any other amounts received in respect of any Award or Shares acquired under any Award will be subject to forfeiture and disgorgement to the Company, with interest and other related earnings, upon those terms describe in Section 6(a)(5) of the Plan, and Participant is fully bound by, and subject to all of the terms and conditions of, those agreements and policies described in Section 6(a)(5) of the Plan. Participant agrees to abide by such agreements and policies. To the extent that the Administrator determines that all or any portion of the shares of Unrestricted Stock (or the value of those shares) must be cancelled, forfeited, repaid, or otherwise recovered by the Company, Participant shall promptly take whatever action is necessary to effectuate such cancellation, forfeiture, repayment, or recovery.

12.    Section 409A. This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A of the Code and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A of the Code.

13.    Miscellaneous.

(a)    Governing Law. Subject to Section 11(a) of the Plan, Participant agrees 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.

(b)    Entire Agreement. This Agreement, together with the Notice and Plan, collectively sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior or contemporaneous discussions, understandings and agreements, whether oral or written, between them relating to the subject matter hereof.

(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. Except as otherwise provided in this Agreement or the Plan, this Agreement, and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives. The Company may assign any of its rights and obligations under this Agreement upon those terms and subject to those conditions set forth in the Plan. No other party to this Agreement may assign, whether voluntarily or by operation of law, any of its rights and obligations under this Agreement, except with the prior written consent of the Company.

(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 laws, 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.