Exhibit
10.106


 


AMENDMENT


TO


THEMAVEN,
INC. 2019 EQUITY INCENTIVE PLAN


OPTION
AGREEMENT


(INCENTIVE
STOCK OPTION OR NONQUALIFIED STOCK OPTION)


 


This
AMENDMENT (the “Amendment”), dated as of June 3, 2021 (the “Effective Date”), to
THEMAVEN, INC. 2019 EQUITY INCENTIVE PLAN OPTION AGREEMENT, by and between TheMaven, Inc. (the “Company”) and
James Heckman (“Optionee” or “you”).


 


RECITALS:


 


The
Company and Optionee entered into an Option Agreement, dated as of April 10, 2019 (the “Option Agreement”),
issued under the TheMaven, Inc. 2019 Equity Incentive Plan (the “Plan”), which sets forth certain terms and
conditions related to the option grant made by the Company to you to purchase up to 14,509,205 shares of common stock of the Company.
The Company and Optionee agree to enter into this Amendment to modify certain terms and conditions of the Option Agreement solely as
specified below.


 


Except
as expressly provided herein, all other terms and conditions of the Option Agreements, except those in conflict with this Amendment,
shall be unaffected by this Amendment and shall remain in full force and effect. Capitalized terms not defined in this Amendment will
have the meanings given them in the Option Agreements. Any terms and conditions in conflict with this Amendment shall be superseded by
this Amendment.


 


NOW,
THEREFORE, in consideration of the mutual agreements herein contained, and other good and valuable consideration, the sufficiency
of which is hereby acknowledged, the parties agree as follows:


 


		1.	The
                                            Option shall be reclassified as a Non-statutory Stock Option.



 


		2.	Exhibit
                                            A of the Option Agreement is deleted in its entirety and the following is inserted in place
                                            thereof:



 


Exhibit
A


 


Vesting
and Forfeiture. Holder’s rights under this Option are subject to vesting and vesting contingencies (as described below) that
must be satisfied before a corresponding portion of this Option may be exercised.


 


a.
Currently Vested. As of the Effective Date, 2,000,000 shares shall be fully vested under this Option.


 




    	 



     


    

 


b.
Performance-Vesting. The remaining portion of this Option shall be subject to performance-vesting, in a matter tied to Company’s
stock price. Specifically, to become performance-vested (i) Company’s common stock must be listed on a national securities exchange
registered with the Securities and Exchange Commission under Section 6 of the Securities Exchange Act of 1934, as amended (the “Exchange”);
and (ii) the price of Company’s common stock traded on the Exchange, based on a 45-day Volume Weighted Average Price (“VWAP”),
during which time the average monthly trading volume of the common stock must be at least 15% of Company’s market capitalization
(the “Stock Price”), must reach a Stock Price Target described in the chart below, at which point shares will be deemed
performance-vested in number listed alongside that Stock Price Target shown in the following chart.


 


	Stock
    Price Target	 	Number
    of Shares that performance-vests
	$	0.65	 	 	 	2,508,759	 
	$	1.00	 	 	 	3,333,482	 
	$	1.50	 	 	 	3,333,482	 
	$	2.00	 	 	 	3,333,482	 




 


		3.	Notwithstanding
                                            the terms of the Plan or the Option Agreement, the Option Agreement shall be exercisable
                                            for the remainder of its full term.



 


IN
WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the day and year set forth above.


 


	THEMAVEN, INC.	 	James Heckman
	 	 	 	 	 
	By:	           	 	By:	           
	Name:		 	Name:	
	Title:  		 	Title: