Exhibit 10.64


 


THEMAVEN,
INC.


2016
STOCK INCENTIVE PLAN


 


STOCK
OPTION AWARD AGREEMENT


 


This
Stock Option Award Agreement (“Agreement”) is made and entered into by and between THEMAVEN, INC., a Delaware
corporation (the “Company”) and Alex Nesbitt (“Participant”). This Agreement is entered
into with reference to the 2016 Stock Incentive Plan of the Company (the “Plan”). All capitalized terms not
defined in this Agreement have the meaning set forth in the Plan, the terms of which are incorporated herein.


 


	 	1.	Grant.
    Subject to the Plan, the Company grants to the Participant an option (“Option”) to purchase shares of the
    common stock of the Company as follows:


 


	Participant:	 
	Plan:	A
    copy of the Plan is attached hereto as Exhibit 1.
	Grant
    Date: 	 
	Vesting
    Start Date:	 
	Shares	Common
    Stock
	Shares
    Subject to Option: 	 
	Exercise
    Price:	 
	Type
    of Option:	 
	Option
    Expiration Date:	 
	 	(subject
    to early termination in accordance with Plan) 
	 	 
	Vesting
    Period:	 
	Vesting
    Schedule:	 


 


THE
GRANT OF THE OPTION IS MADE IN CONSIDERATION OF THE SERVICES TO BE RENDERED BY THE PARTICIPANT TO THE COMPANY AND IS SUBJECT TO
THE TERMS AND CONDITIONS OF THE PLAN. THE OPTION MAY BE EXERCISED ONLY FOR WHOLE SHARES.


 


2.
Option Provisions.


 


2.1
Termination. (a) Except as follows below, upon the termination of the continuous Service of the Participant with the Company
and all Subsidiaries for any reason other than death, Disability, or Retirement, or if Participant’s Service is to a Subsidiary
and the Subsidiary ceases to be a Subsidiary of the Company (unless the Participant continues to provide Service to the Company
or another Subsidiary), then (a) all vesting of the Option shall immediately cease and (b) any and all Options then held by the
Participant will, to the extent vested as of such termination of Service, remain exercisable in full for a period of one (1) month
after such termination of Service (but in no event after the expiration date of any such Option), unless the termination is for
Cause. If termination of continuous Service is for Cause, all Options shall immediately terminate as further provided in the Plan.
If the termination of continuous Service is due to Disability or Retirement, then the Option shall be exercisable as provided
in the Plan.


 




    	 



     


    


 


2.2
Certain Definitions.


 


“Cause”
(i) shall have the meaning, if any, ascribed such term in the employment or other agreement pursuant to which Participant provides
Service to the Company contains a definition or (ii) otherwise, the meaning set forth in the Plan.


 


“Consultant”
means a person, excluding Employees and Outside Directors, who performs bona fide services for the Company, a Parent or a Subsidiary
as a consultant or advisor and who qualifies as a consultant or advisor under Rule 701(c)(1) of the Securities Act or under Instruction
A.1.(a)(1) of Form S-8 under the Securities Act.


 


“Employee”
means any individual who is a common law employee of the Company, a Parent or a Subsidiary.


 


“Outside
Director” means a member of the Board of Directors who is not an Employee.


 


“Service”
means service as an Employee, Outside Director or Consultant.


 


2.3
Exercise. To exercise the Option, the Participant (or person then entitled to exercise the Option under the Plan) must
deliver to the Company an executed stock option exercise agreement in such form as is approved by the Committee from time to time
(“Exercise Agreement”), which shall set forth, inter alia: (a) the Participant’s election to exercise
the Option; (b) the number of shares of Common Stock being purchased; (c) any restrictions imposed on the shares of Common Stock
being purchased; and (d) such representations, warranties, and agreements regarding the Participant’s investment intent
and access to information as may be required by the Company to comply with applicable securities laws.


 


2.4
Payment of Exercise Price. The Exercise Price of the Option shall be payable in full in cash, or its equivalent at the
time of exercise in the manner then designated by the Committee, unless otherwise agreed by the Committee.


 


2.5
Vesting. All Options not vested will be terminated and forfeited upon the Participant’s termination of Service. Any
and all Options that have not vested as provided in Section 1 of this Agreement shall terminate immediately upon the termination,
for any reason whatsoever, of the Service of the Participant with the Company and all Subsidiaries, or if Participant is in the
Service of a Subsidiary and the Subsidiary ceases to be a Subsidiary of the Company (unless the Participant continues in the Service
of the Company or another Subsidiary).


 


3.
Taxation.


 


3.1
Tax Liability and Withholding. Notwithstanding any action the Company takes with respect to any or all income tax, social
insurance, payroll tax, or other tax-related withholding (“TaxRelated Items”), the ultimate liability for all
Tax-Related Items is and remains the Participant’s sole responsibility. The Company makes no representation or undertakings
regarding the treatment of any Tax-Related Items in connection with the grant, vesting, or exercise of the Option or the subsequent
sale of any shares of Common Stock acquired on exercise and does not commit to structure the Option to reduce or eliminate the
Participant’s liability for Tax-Related Items.


 


3.2
Disqualifying Disposition. If the Option is an ISO and the Participant disposes of the shares of Common Stock prior to
the expiration of either two (2) years from the Grant Date or one (1) year from the date the shares are transferred to the Participant
pursuant to the exercise of the Option, the Participant shall notify the Company in writing within thirty (30) days after such
disposition of the date and terms of such disposition. The Participant also agrees to provide the Company with any information
concerning any such dispositions as the Company requires for tax purposes.


 




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4.
Compliance with Law. The exercise of the Option and the issuance and transfer of the shares of Common Stock shall be subject
to compliance by the Company and the Participant with any and all applicable requirements of federal and state securities laws
and with all applicable requirements of any stock exchange on which the Company’s shares of Common Stock may be listed.
No shares of Common Stock shall be issued pursuant to this Option unless and until any then-applicable requirements of state or
federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel. The Participant
understands that the Company is under no obligation to register the shares with the Securities and Exchange Commission, any state
securities commission, or any stock exchange to effect such compliance.


 


5.
General Terms.


 


5.1
Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by electronic
means intended to preserve the original graphic and pictorial appearance of a document will have the same effect as physical delivery
of the paper document bearing an original signature.


 


5.2
Discretionary Nature of Plan. The Plan is discretionary and may be amended, cancelled, or terminated by the Company at
any time, in its discretion. The grant of the Option in this Agreement does not create any contractual right or other right to
receive any Options or other Awards in the future. Future Awards, if any, will be at the sole discretion of the Company. Any amendment,
modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions of the Participant’s
Service with the Company.


 


5.3
Governing Law. This Agreement will be construed and interpreted in accordance with the laws of the State of Delaware without
regard to conflict of law principles.


 


5.4
Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by the Participant or the
Company to the Committee for review. The resolution of such dispute by the Committee shall be final and binding on the Participant
and the Company.









 


5.5
No Right to Continued Employment; No Rights as Shareholder. Neither the Plan nor this Agreement shall confer upon the Participant
any right to be retained in any position with the Company. Nothing in the Plan or this Agreement shall be construed to limit the
discretion of the Company to terminate the Service of Participant at any time, with or without Cause. The Participant shall not
have any rights as a shareholder with respect to any shares of Common Stock subject to the Option unless and until certificates
representing the shares have been issued by the Company to the holder of such shares, or the shares have otherwise been recorded
on the books of the Company or of a duly authorized transfer agent as owned by such holder.


 






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5.6
Options Subject to Plan. In the event of a conflict between any term or provision contained herein and a term or provision
of the Plan, the applicable terms and provisions of the Plan will govern and prevail.


 


5.7
Severability. The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity
or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall
be severable and enforceable to the extent permitted by law.


 


5.8
Successors and Assigns. The Company may assign any of its rights under this Agreement. This Agreement will be binding upon
and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein,
this Agreement will be binding upon the Participant and the Participant’s beneficiaries, executors, administrators and the
person(s) to whom this Agreement may be transferred by will or the laws of descent or distribution.


 


[SIGNATURE
PAGE TO STOCK OPTION AWARD AGREEMENT TO FOLLOW]




 




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[SIGNATURE
PAGE TO STOCK OPTION AWARD AGREEMENT]


 


	THEMAVEN,
    INC. 	 	 	 
	 	 	 	 	 
	 	 	 	 
	By: 	                  	 	 	 
	Title:
    	C	 	 	 
	Date:
    	 	 	 	 
	 	 	 	 	 
	 	 	 	PARTICIPANT
	 	 	 	 
	 	 	 	 
	 	 	 	Name:	                       
	 	 	 	Date:
    	 


 


PARTICIPANT
ACKNOWLEDGES RECEIPT OF A COPY OF THE PLAN AND THIS AGREEMENT. PARTICIPANT HAS READ AND UNDERSTANDS THE TERMS AND PROVISIONS THEREOF,
AND ACCEPTS THE OPTION SUBJECT TO ALL OF THE TERMS AND CONDITIONS OF THE PLAN AND THIS AGREEMENT. PARTICIPANT ACKNOWLEDGES THAT
THERE MAY BE ADVERSE TAX CONSEQUENCES UPON EXERCISE OF THE OPTION OR DISPOSITION OF THE UNDERLYING SHARES AND THAT THE PARTICIPANT
SHOULD CONSULT A TAX ADVISOR PRIOR TO SUCH EXERCISE OR DISPOSITION.


 


Attachments:


 


Exhibit
1- Plan 


 


 


EXHIBIT
1


 


 PLAN




 


See
attached.


 



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