Exhibit
10.81


 


MAVEN
COALITION, INC.


 


AMENDED
& RESTATED CONSULTING AGREEMENT


 


This
Amended & Restated Consulting Agreement (this “Agreement”) is made as of January 1, 2019 (the “Effective
Date”) by and between Maven Coalition, Inc. (“Company”), a Nevada corporation and subsidiary of theMaven,
Inc. (“Parent”) and William C. “Bill” Sornsin, Jr. (“Consultant”). The Company and
Consultant are parties to a Consulting Agreement dated September 1, 2018 (the “Prior Agreement”) and desire
to amend and restate the Prior Agreement as of the Effective Date in accordance with the terms of this Agreement.


 


1.
Consulting Relationship. During the term of this Agreement, Consultant will provide consulting services to the Company
as described on Exhibit A hereto (the “Services”). Consultant represents that Consultant is duly licensed
(as applicable) and has the qualifications, the experience and the ability to properly perform the Services. Consultant shall
use Consultant’s best efforts to perform the Services such that the results are satisfactory to the Company.


 


2.
Fees. As consideration for the Services to be provided by Consultant and other obligations, the Company shall pay
to Consultant the amounts specified in Exhibit B hereto at the times specified therein.


 


3.
Expenses. Parking, business cell phone use and family healthcare insurance premiums (medical/dental/vision) shall
be reimbursed, consistent with Company policy. Consultant shall not otherwise be authorized to incur on behalf of the Company
any expenses and will be responsible for all expenses incurred while performing the Services unless otherwise agreed to by the
Company’s Chief Operating Officer (“COO”) or Chief Executive Officer (“CEO”), which
consent shall be evidenced in writing for any expenses in excess of $150. As a condition to receipt of reimbursement, Consultant
shall be required to submit to the Company reasonable evidence that the amount involved was both reasonable and necessary to the
Services provided under this Agreement.


 


4.
Term and Termination. Consultant shall serve as a consultant to the Company for a period commencing on the Effective
Date above and terminating on September 30, 2019 (the “Term”).


 


Notwithstanding
the above, either party may terminate this Agreement at any time upon ten business days’ written notice. In the event of
such termination, Consultant shall be paid for any portion of the Services that have been performed prior to the termination,
as governed by Exhibit B “Compensation”.


 


Should
either party default in the performance of this Agreement or materially breach any of its obligations under this Agreement, including
but not limited to Consultant’s obligations under the Confidential Information and Invention Assignment Agreement between
the Company and Consultant referenced below (the “Confidentiality Agreement”), the non-breaching party may
terminate this Agreement immediately if the breaching party fails to cure the breach within five business days after having received
written notice by the non-breaching party of the breach or default.


 




    	 	 	 



     


    

 





5.
Independent Contractor. Consultant’s relationship with the Company will be that of an independent contractor
and not that of an employee.


 


6.
Method of Provision of Services. Consultant shall be solely responsible for determining the method, details and
means of performing the Services. Consultant may, at Consultant’s own expense, employ or engage the services of such employees,
subcontractors, partners or agents, as Consultant deems necessary to perform the Services (collectively, the “Assistants”).
The Assistants are not and shall not be employees of the Company, and Consultant shall be wholly responsible for the professional
performance of the Services by the Assistants such that the results are satisfactory to the Company. Consultant shall expressly
advise the Assistants of the terms of this Agreement, and shall require each Assistant to execute and deliver to the Company a
Confidential Information and Invention Assignment Agreement satisfactory to the Company.


 


(a)
No Authority to Bind Company. Consultant acknowledges and agrees that Consultant and its Assistants have no authority
to enter into contracts that bind the Company or create obligations on the part of the Company without the prior written authorization
of the Company.


 


(b)
No Benefits. Consultant acknowledges and agrees that Consultant and its Assistants shall not be eligible for any
Company employee benefits and, to the extent Consultant otherwise would be eligible for any Company employee benefits but for
the express terms of this Agreement, Consultant (on behalf of itself and its employees) hereby expressly declines to participate
in such Company employee benefits.


 


(c)
Withholding; Indemnification. Consultant shall have full responsibility for applicable withholding taxes for all
compensation paid to Consultant or its Assistants under this Agreement, and for compliance with all applicable labor and employment
requirements with respect to Consultant’s self-employment, sole proprietorship or other form of business organization, and
with respect to the Assistants, including state worker’s compensation insurance coverage requirements and any U.S. immigration
visa requirements. Consultant agrees to indemnify, defend and hold the Company harmless from any liability for, or assessment
of, any claims or penalties with respect to Consultant failure to pay self-employment and related taxes on income received.


 


7.
Supervision of Consultant’s Services. All of the services to be performed by Consultant, including but not
limited to the Services, will be as agreed between Consultant and the Company’s COO or CEO. Consultant will be required
to report to the COO concerning the Services performed under this Agreement. The nature and frequency of these reports will be
left to the discretion of the COO.


 




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8.
Consulting or Other Services for Competitors. Consultant represents and warrants that Consultant does not presently
perform or intend to perform, during the term of the Agreement, consulting or other services for, or engage in or intend to engage
in an employment relationship with, companies whose businesses or proposed businesses in any way involve products or services
which would be competitive with the Company’s products or services, or those products or services proposed or in development
by the Company during the term of the Agreement. If, however, Consultant decides to do so, Consultant agrees that, in advance
of accepting such work, Consultant will promptly notify the Company in writing, specifying the organization with which Consultant
proposes to consult, provide services, or become employed by and to provide information sufficient to allow the Company to determine
if such work would conflict with the terms of this Agreement, including the terms of the Confidentiality Agreement, the interests
of the Company or further services which the Company might request of Consultant. If the Company determines that such work conflicts
with the terms of this Agreement, the Company reserves the right to terminate this Agreement immediately. In no event shall any
of the Services be performed for the Company at the facilities of a third party or using the resources of a third party.


 


9.
Confidential Information and Invention Assignment Agreement. The Confidential Information and Invention Assignment
Agreement dated as of July 22, 2016 between Consultant and the Company shall remain in full force and effect as if the provision
of services hereunder were employment.


 


10.
Conflicts with this Agreement. Consultant represents and warrants that neither Consultant nor any of the Assistants
is under any pre-existing obligation in conflict or in any way inconsistent with the provisions of this Agreement. Consultant
represents and warrants that Consultant’s performance of all the terms of this Agreement will not breach any agreement to
keep in confidence proprietary information acquired by Consultant in confidence or in trust prior to commencement of this Agreement.
Consultant warrants that Consultant has the right to disclose and/or or use all ideas, processes, techniques and other information,
if any, which Consultant has gained from third parties, and which Consultant discloses to the Company or uses in the course of
performance of this Agreement, without liability to such third parties. Notwithstanding the foregoing, Consultant agrees that
Consultant shall not bundle with or incorporate into any deliveries provided to the Company herewith any third party products,
ideas, processes, or other techniques, without the express, written prior approval of the Company. Consultant represents and warrants
that Consultant has not granted and will not grant any rights or licenses to any intellectual property or technology that would
conflict with Consultant’s obligations under this Agreement. Consultant will not knowingly infringe upon any copyright,
patent, trade secret or other property right of any former client, employer or third party in the performance of the Services.


 


11.
Miscellaneous.


 


(a)
Governing Law. The validity, interpretation, construction and performance of this Agreement, 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 the state of Washington, without giving effect to principles of conflicts of law.


 


(b)
Entire Agreement. This Agreement 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.


 




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(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, 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. 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 law, 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.


 


(i)
Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to this Agreement
or any notices required by applicable law or the Company’s Certificate of Incorporation or Bylaws by email or any other
electronic means. Consultant hereby consents to (i) conduct business electronically (ii) receive such documents and notices by
such electronic delivery and (iii) sign documents electronically and agrees to participate through an on-line or electronic system
established and maintained by the Company or a third party designated by the Company.


 




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The
parties have executed this Agreement as of the date first written above.


 


	 	THE
    COMPANY:
	 	 
	 	MAVEN
    COALITION, INC.
	 	 	 
	 	By:	/s/ Paul
    Edmondson
	 	 	(Signature)
	 	 	 
	 	Name:
    	Paul
    Edmondson
	 	Title:
    	COO
	 	 	 
	 	CONSULTANT:
	 	 
	 	BILL
    SORNSIN
	 	 	 
	 	 	/s/ Bill Sornsin
	 	 	(Signature)
	 	 	 
	 	Address:	5465
    43rd Ave W
	 	 	Seattle,
    WA
	 	 	98199
	 	 	
	 	Email:	billso@gnventures.net
	 	 	 
	 	Phone:	206.390.5428


 




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EXHIBIT
A


 


DESCRIPTION
OF CONSULTING SERVICES


 


The
Company Manager supervising this work is: Paul Edmondson, COO


 


	 	 	Role:
    Corporate communications & branding, and sports/political network development. Utilize exclusive & deep knowledge
    & experience as founder & former COO to fulfill broad role. Andrew Kraft replaces Michelle Panzer’s strategic
    partnerships role, Bill replaces Corp/Comm portion.
	 	 
	Consultant
    agrees to provide these services:
	 	 
	 	1)
    Corporate Communications, Branding and Community (EVP-level role)
	 	 
	 	●	Investors
	 	 
	 	 	 	○	Regular
    Update Newsletter (lands on corp page)
	 	 	 	 	 
	 	 	 	○	Organize
    earnings call w/CFO (logistics, presentation, top investors join)
	 	 
	 	●	Board
	 	 
	 	 	 	○	Regular
    update Newsletter
	 	 	 	 	 
	 	 	 	○	Board
    meeting presentation and preparation
	 	 	 	 	 
	 	 	 	○	Real
    time KPI Dashboard (revenue, engagement, performance) - CFO
	 	 
	 	●	Senior Exec Comms
	 	 
	 	 	 	○	Real
    Time Dashboard
	 	 	 	 	 
	 	 	 	○	Aid
    COO with weekly exec tracking assignments/deck
	 	 	 	 	 
	 	 	 	○	Offsite
	 	 
	 	●	Company Comms
	 	 
	 	 	 	○	Organize
    regular call
	 	 	 	 	 
	 	 	 	 	 	●	One
    exec presents
	 	 	 	 	 	 
	 	 	 	 	 	●	Update
    on company, Q/A
	 	 	 	 	 	 
	 	 	 	 	 	●	Includes
    headlines (tracking KPI’s, wins, etc.)
	 	 	 	 	 	 
	 	 	 	○	Assist
    HR on communication
	 	 	 	 	 
	 	 	 	○	Replace
    Slack (enforce use), w/Maven community channel (not maven.io)
	 	 
	 	●	Publishers (Mavens)
	 	 
	 	 	 	○	Weekly
    Update Newsletter
	 	 	 		 
	 	 	 	○	Monthly
    “all-network” call
	 	 	 	 	 
	 	 	 	○	Drive
    usage of Maven community channel for publishers
	 	 	 	 	 
	 	 	 	○	Ensure
    internal communication within networks (sports, politics, finance)
	 	 	 	 	 
	 	 	 	○	Assist
    Publisher Development team in presenting “Partner Review” calls to prospects


 




    	 	 	 



     


    

 


	 	●	General
    public distribution, communication & Branding
	 	 	 
	 	 	 	○	Work
    with contract PR company on distribution of PR
	 	 	 	 	 
	 	 	 	○	Network-wide
    distribution, communication and brand consistency
	 	 	 	 	 
	 	 	 	 	 	●	Search
    box - network navigation/drop-downs
	 	 	 	 	 	 
	 	 	 	 	 	●	Logos
    and brand throughout entire network
	 	 	 	 	 	 
	 	 	 	 	 	●	Network
    home - users (menu choices, order, featured, etc.)
	 	 	 	 	 	 
	 	 	 	 	 	●	Corp
    Home - investors, advertisers, publishers
	 	 	 	 	 	 
	 	 	 	 	 	●	Hubpages
    ingested within Maven
	 	 	 	 	 	 
	 	 	 	 	 	●	URL
    discipline, protocol, planning (flagships vs. maven.io)
	 
	 	2)	Sports/Political
    Initiative
	 	 	 
	 	●	Develop
    a network of state-by-state political sites for Maven, partnering with existing high-traffic team sports sites.
	 	 	 
	 	 	 	○	Work
    with Network Development team to assist signing sites;
	 	 	 	 	 
	 	 	 	○	with
    PubSupport team to assist launching sites;
	 	 	 	 	 
	 	 	 	○	and
    with product team to help define & develop community, social & engagement features needed for success


 




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EXHIBIT
B


 


COMPENSATION


 


The
Company shall pay Consultant a monthly base fee of $10,000, plus monthly Incentive Payments for each Target Site (“target”)
signed & launched on the Maven network, per the following chart:


 


	Team	 	State	 	Site	 	Incentive
    %	 	 	Monthly
    Payout	 
	Texas A&M	 	Texas	 	TexAgs.com	 	 	10.0	%	 	$	2,000	 
	USC	 	California	 	USCFootball.com	 	 	5.0	%	 	 	1,000	 
	Texas	 	Texas	 	OrangeBloods.com	 	 	5.0	%	 	 	1,000	 
	North Carolina	 	North Carolina	 	InsideCarolina.com	 	 	4.5	%	 	 	900	 
	Florida	 	Florida	 	GatorCountry.com	 	 	4.0	%	 	 	800	 
	Michigan	 	Michigan	 	MGoBlog.com	 	 	3.0	%	 	 	600	 
	NC State	 	North Carolina	 	PackPride.com	 	 	3.0	%	 	 	600	 
	Oklahoma	 	Oklahoma	 	OUInsider.com	 	 	3.0	%	 	 	600	 
	Penn State	 	Pennsylvania	 	Lions247.com	 	 	3.0	%	 	 	600	 
	Alabama	 	Alabama	 	BamaOnline.com	 	 	2.0	%	 	 	400	 
	Auburn	 	Alabama	 	AUTigers.com	 	 	2.0	%	 	 	400	 
	Stanford	 	California	 	TheBootleg.com	 	 	2.0	%	 	 	400	 
	UCLA	 	California	 	BruinReportOnline.com	 	 	2.0	%	 	 	400	 
	Illinois	 	Illinois	 	IlliniInquirer.com	 	 	2.0	%	 	 	400	 
	Iowa	 	Iowa	 	HawkeyeReport.com	 	 	2.0	%	 	 	400	 
	Kansas	 	Kansas	 	Phog.net	 	 	2.0	%	 	 	400	 
	Maryland	 	Maryland	 	InsideMDSports.com	 	 	2.0	%	 	 	400	 
	Duke	 	North Carolina	 	TheDevilsDen.com	 	 	2.0	%	 	 	400	 
	Cle Browns	 	Ohio	 	https://247sports.com/nfl/	 	 	2.0	%	 	 	400	 
	Ohio State	 	Ohio	 	BuckNuts.com	 	 	2.0	%	 	 	400	 
	Ohio State	 	Ohio	 	http://theozone.net	 	 	2.0	%	 	 	400	 
	West Virginia	 	West Virginia	 	EerSports.com	 	 	2.0	%	 	 	400	 
	Florida State	 	Florida	 	WarChant.com	 	 	1.5	%	 	 	300	 
	Auburn	 	Alabama	 	AuburnSports.com	 	 	1.0	%	 	 	200	 
	Fresno State	 	California	 	BarkBoard.com	 	 	1.0	%	 	 	200	 
	Miami	 	Florida	 	CaneSport.com	 	 	1.0	%	 	 	200	 
	Florida	 	Florida	 	GatorsTerritory.com	 	 	1.0	%	 	 	200	 
	Georgia	 	Georgia	 	UGASports.com	 	 	1.0	%	 	 	200	 
	Georgia Tech	 	Georgia	 	GoJackets.com	 	 	1.0	%	 	 	200	 
	Hawaii	 	Hawaii	 	WarriorSportsNetwork.com	 	 	1.0	%	 	 	200	 
	Indiana	 	Indiana	 	TheHoosier.com	 	 	1.0	%	 	 	200	 
	Purdue	 	Indiana	 	GoldAndBlack.com	 	 	1.0	%	 	 	200	 
	Notre Dame	 	Indiana	 	BlueAndGold.com	 	 	1.0	%	 	 	200	 
	Notre Dame	 	Indiana	 	IrishIllustrated.com	 	 	1.0	%	 	 	200	 



 






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	Kentucky	 	Kentucky	 	CatsIllustrated.com	 	 	1.0	%	 	 	200	 
	LSU	 	Louisiana	 	Geaux247.com	 	 	1.0	%	 	 	200	 
	Michigan	 	Michigan	 	TheWolverine.com	 	 	1.0	%	 	 	200	 
	Ole Miss	 	Mississippi	 	RebelGrove.com	 	 	1.0	%	 	 	200	 
	Missouri	 	Missouri	 	PowerMizzou.com	 	 	1.0	%	 	 	200	 
	Nebraska	 	Nebraska	 	HuskerOnline.com	 	 	1.0	%	 	 	200	 
	Ohio State	 	Ohio	 	BuckeyeGrove.com	 	 	1.0	%	 	 	200	 
	Oklahoma State	 	Oklahoma	 	OStateIllustrated.com	 	 	1.0	%	 	 	200	 
	Oklahoma	 	Oklahoma	 	SoonerScoop.com	 	 	1.0	%	 	 	200	 
	Penn State	 	Pennsylvania	 	BlueWhiteIllustrated.com	 	 	1.0	%	 	 	200	 
	Tennessee	 	Tennessee	 	Volquest.com	 	 	1.0	%	 	 	200	 
	Texas Tech	 	Texas	 	InsideTheRedRaiders.com	 	 	1.0	%	 	 	200	 
	Washington	 	Washington	 	Dawgman.com	 	 	1.0	%	 	 	200	 
	West Virginia	 	West Virginia	 	WVSports.com	 	 	1.0	%	 	 	200	 
	Arizona	 	Arizona	 	WildcatAuthority.com	 	 	0.5	%	 	 	100	 
	Arizona State	 	Arizona	 	ASUDevils.com	 	 	0.5	%	 	 	100	 
	Arizona State	 	Arizona	 	SunDevilSource.com	 	 	0.5	%	 	 	100	 
	Colorado	 	Colorado	 	BuffStampede.com	 	 	0.5	%	 	 	100	 
	Colorado	 	Colorado	 	CUSportsNation.com	 	 	0.5	%	 	 	100	 
	Iowa	 	Iowa	 	HawkeyeNation.com	 	 	0.5	%	 	 	100	 
	Detroit Lions	 	Michigan	 	https://247sports.com/nfl/	 	 	0.5	%	 	 	100	 
	MN Vikings	 	Minnesota	 	https://247sports.com/nfl/	 	 	0.5	%	 	 	100	 
	Ole Miss	 	Mississippi	 	OMSpirit.com	 	 	0.5	%	 	 	100	 
	Mississippi State	 	Mississippi	 	GenesPage.com	 	 	0.5	%	 	 	100	 
	South Carolina	 	S Carolina	 	GamecockCentral.com	 	 	0.5	%	 	 	100	 
	Texas Tech	 	Texas	 	RedRaiderSports.com	 	 	0.5	%	 	 	100	 
	WA State	 	Washington	 	Cougfan.com	 	 	0.5	%	 	 	100	 
	Wisconsin	 	Wisconsin	 	BadgerBlitz.com	 	 	0.5	%	 	 	100	 



 


Payments
for each target begin the first calendar month after the month of target’s live, consumer facing launch, and continue monthly
thereafter for duration of this Agreement, unless target launches within first 5 days of a month, in which case first payment
shall be made that same month, for the full monthly amount.


 


Base
payments shall be made on Maven’s normal payroll cycle, currently twice monthly. Incentive payments shall be made within
15 days of month-end. If contract is terminated, final base payment for that month shall be calculated on a pro-rata basis based
on termination date, but Incentive Payments for the month of the termination and the following month shall be made in full.


 




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