Exhibit
10.69


 


DIRECTOR
AGREEMENT


 


THIS
DIRECTOR AGREEMENT (the “Agreement”) is made effective as of the 1st day of January, 2020 (the “Effective
Date”), between THEMAVEN, INC., a Delaware corporation with an address at 1500 Fourth Avenue, Suite 200, Seattle, WA
98101 (the “Company”), and JOSHUA JACOBS (“Director”).


 


WHEREAS,
it is essential to the Company to retain and attract as directors the most capable persons available to serve on the board of
directors of the Company (the “Board”);


 


WHEREAS,
pursuant to an Amended & Restated Executive Employment Agreement dated as of January 1, 2018 (the “Employment Agreement”)
was previously employed by the Company;


 


WHEREAS,
the Company believes that Director possesses the necessary qualifications and abilities to continue to serve as a director of
the Company and to perform the functions and meet the Company’s needs related to its Board.


 


NOW,
THEREFORE, in consideration of the mutual promises contained herein, the benefits to be derived by each party hereunder and
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:


 


	 	1.	Service
    as Director. Director will serve as a director of the Company and perform all duties as a director of the Company, including
    without limitation (collectively, the “Services”):


 


	 	a.	Attending
    meetings of the Board
	 	 	 
	 	b.	Overseeing
    the Company’s operational budget oversight, revenue/forecast review
	 	 	 
	 	c.	Participating
    in annual shareholder presentation preparation
	 	 	 
	 	d.	Serving
    on one or more committees of the Board (each a “Committee”) and attending meetings of each Committee of
    which Director is a member
	 	 	 
	 	e.	Using
    reasonable efforts to promote the business of the Company.


 


The
Company currently intends to hold at least one in-person regular meeting of the Board and each Committee each quarter, together
with additional meetings of the Board and Committees as may be required by the business and affairs of the Company. In fulfilling
his responsibilities as a director of the Company, Director agrees that he shall act honestly and in good faith with a view to
the best interests of the Company and exercise the care, diligence and skill that a reasonably prudent person would exercise in
comparable circumstances.


 




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	 	2.	Compensation
    and Expenses.


 


	 	a.	Maintenance
    of Option Grants. Director’s continuous service on the Board shall be deemed to be a continuation of his service
    under the Employment Agreement for the purposes of maintaining the currency of the all stock option grants previously made
    to Director by the Company (the “Option Grants”), however all vesting under the Option Grants shall cease
    as of December 31, 2019.
	 	 	 
	 	b.	COBRA
    Benefits. The Company will reimburse Director for the cost of continued health insurance costs under the Consolidated
    Omnibus Budget Reconciliation Act of 1985 (COBRA) through January 31, 2020.
	 	 	 
	 	c.	Board
    Compensation Plan. For the Services provided to the Company as director from and after the Effective Date, Director will
    be entitled to the compensation (i) for the first two years following the Effective Date, not to exceed the compensation provided
    for in the Outside Director Compensation Plan of the Company as in effect on the Effective Date and (ii) thereafter, as provided
    for in the Outside Director Compensation Plan then in effect, as such plan may be amended, modified or replaced from time
    to time.
	 	 	 
	 	d.	Expenses.
    Upon submission of appropriate receipts, invoices or vouchers as may be reasonably required by the Company, the Company will
    reimburse Director for all reasonable out-of-pocket expenses incurred in connection with the performance of Director’s
    duties under this Agreement.


 


	 	3.	Term;
    Termination.


 


	 	a.	Term.
    The terms of this Agreement shall be effective as of the Effective Date until the earlier of (i) the resignation of Director
    as a director of the Company or any successor thereof, (ii) the failure of Director to be re-elected by the stockholders of
    the Company and (ii) the termination of this Agreement by either party in accordance with Subsection 3(b) below. 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 Director’s continuing obligations under the Employment 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.
	 	 	 
	 	b.	Early
    Termination. The term of this Agreement may be earlier terminated by Director or Company, provided that termination of
    this Agreement by the Company shall not imply the removal from the Director from the Board, as follows:


 


	 	i.	Termination
    for Cause. The Company may upon the affirmative vote of a majority of the disinterested independent members of the Board
    terminate this Agreement at any time for Cause upon written notice to Director setting forth the termination date and, in
    reasonable detail, the circumstances claimed to provide a basis for termination pursuant to this Section 3(b)(i), without
    any requirement of a notice period and the Option Grants shall immediately terminate.


 




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	 	ii.	Termination
    without Cause. The Company upon the affirmative vote of a majority of the disinterested independent members of the Board
    terminate this Agreement at any time without Cause upon written notice to Director, subject to Section 3(c).
	 	 	 
	 	iii.	Permanent
    Incapacity. In the event of the “Permanent Incapacity” of Director (which shall mean by reason of illness
    or disease or accidental bodily injury, Director is so disabled that Director is unable to ever work again), this Agreement
    may thereupon be terminated by the Company upon written notice to Director, and the Option Grants shall remain exercisable
    for a period of one year thereafter.
	 	 	 
	 	iv.	Death.
    If this Agreement is terminated by reason of Director’s death, the Option Grants shall remain exercisable for a period
    of one year thereafter.
	 	 	 
	 	v.	Termination
    by Director. Director may terminate this Agreement upon written notice to the Company. Director may resign for Good Reason
    subject to Sections 3(c). If Director resigns for any reason not constituting Good Reason, the Option Grants shall remain
    exercisable for a period of one year thereafter.
	 	 	 
	 	vi.	Director
    not Re-Elected. In the event that Director is not re-elected to the Board by the stockholders of the Company, this Agreement
    shall automatically terminate immediately following Director’s last day in office, and the Option Grants shall remain
    exercisable for a period of one year thereafter.


 


	 	c.	Termination
    without Cause or by Director for Good Reason. If this Agreement is terminated under Section 3(b), by the Company without
    Cause or by Director for Good Reason, then the Option Grants shall remain exercisable for a period of one year thereafter.
	 	 	 
	 	d.	Certain
    Definitions.


 


“Cause”
means (i) Director’s willful and continued failure substantially to perform the duties of Director under this Agreement
(other than any such failure resulting from incapacity due to physical or mental illness); (ii) Director’s engagement in
dishonesty, illegal conduct, or willful misconduct, which is, in each case, materially and demonstrably injurious to the Company
or its affiliates; (iii) Director’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony
(or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude if such felony or misdemeanor is
work-related, materially impairs Director’s ability to perform his duties, or results in a material loss to the Company
or material damage to the reputation of the Company; (iv) Director’s material breach of any material obligation under this
Agreement or any other written agreement between Director and the Company. No act or failure to act on the part of the Executive
shall be considered “willful” unless it is done, or omitted to be done, by Director in bad faith or without reasonable
belief that Director’s action or omission was in the best interests of the Company.


 




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“Good
Reason” means any of the following events, which has not been either consented to in advance by Director in writing
or cured by the Company within a reasonable period of time, not to exceed 30 days, after Director’s provides written notice
within 30 days of the initial existence of one or more of the following events: (i) in any merger or sale of all or substantially
all of the assets of the Company or any other acquisition of the Company, the failure of the acquirer of the Company or its assets
to assume all rights and obligations under this Agreement and the Stock Option Grants or (ii) a material breach of this Agreement
by the Company. Good Reason shall not exist unless Director terminates this Agreement within seventy-five (75) days following
the initial existence of the condition or conditions that the Company has failed to cure, if applicable.


 


	 	4.	Method
    of Provision of Services.


 


	 	a.	Director’s
    relationship with the Company will be that of an independent contractor and not that of an employee.
	 	 	 
	 	b.	Director
    shall be solely responsible for determining the method, details and means of performing the Services.


 


	 	5.	No
    Authority to Bind Company. Director acknowledges and agrees that Director has no authority by reason of his position as
    a Director or under this Agreement, 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.
	 	 	 
	 	6.	Withholding;
    Indemnification. Director shall have full responsibility for applicable withholding taxes for all compensation paid to
    Director under this Agreement, and for compliance with all applicable labor and employment requirements with respect to Director’s
    self-employment, sole proprietorship or other form of business organization, including state worker’s compensation insurance
    coverage requirements and any U.S. immigration visa requirements. Director agrees to indemnify, defend and hold the Company
    and its affiliates harmless from any liability for, or assessment of, any claims or penalties with respect to such withholding
    taxes, labor or employment requirements, including any liability for, or assessment of, withholding taxes imposed on the Company
    or any affiliate by the relevant taxing authorities with respect to any compensation paid to Director.


 






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	 	7.	Director
    and Officer Liability Insurance. To the extent the Company maintains an insurance policy or policies providing directors’
    and officers’ liability insurance, Director shall be covered by such policy or policies, in accordance with its or their
    terms, to the maximum extent of the coverage available for any of the Company’s directors or officers.
	 	 	 
	 	8.	Conflicts
    with this Agreement. Director represents and warrants that Director is under no pre-existing obligation in conflict or
    in any way inconsistent with the provisions of this Agreement. Director represents and warrants that Director’s performance
    of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by
    Director in confidence or in trust prior to commencement of this Agreement.
	 	 	 
	 	9.	Limitation
    of Liability; Right to Indemnification. Director shall be entitled to limitations of liability and the right to indemnification
    against expenses and damages in connection with claims against Director relating to his service to the Company to the fullest
    extent permitted by the Company’s Certificate of Incorporation, as amended, and Bylaws (as such documents may be amended
    from time to time), the General Corporation Law of the State of Delaware and other applicable law.
	 	 	 
	 	10.	Amendments
    and Waiver. No supplement, modification or amendment of this Agreement will be binding unless executed in writing by both
    parties. No waiver of any provision of this Agreement on a particular occasion will be deemed or will constitute a waiver
    of that provision on a subsequent occasion or a waiver of any other provision of this Agreement.
	 	 	 
	 	11.	Binding
    Effect. This Agreement will be binding upon and inure to the benefit of and be enforceable by the parties and their respective
    successors and assigns.
	 	 	 
	 	12.	Severability.
    The provisions of this Agreement are severable, and any provision of this Agreement that is held by a court of competent jurisdiction
    to be invalid, void, or otherwise unenforceable in any respect will not affect the validity or enforceability of any other
    provision of this Agreement.
	 	 	 
	 	13.	Governing
    Law. This Agreement will be governed by and construed and enforced in accordance with the laws of the State of Delaware
    applicable to contracts made and to be performed in that state without giving effect to the principles of conflicts of laws.
	 	 	 
	 	14.	Entire
    Agreement. This Agreement, together with the Consulting Agreement and the Confidentiality and Proprietary Rights Agreement
    dated as of the Effective Date between Director and the Company constitutes the entire understanding between the parties with
    respect to the subject matter hereof, superseding all negotiations, prior discussions and prior agreements and understanding
    relating to such subject matter.



 






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	 	15.	Miscellaneous.
    This Agreement may be executed by the Company and Director in any number of counterparts, each of which shall be deemed an
    original instrument, but all of which together shall constitute but one and the same instrument. Any party may execute this
    Agreement by facsimile signature and the other party will be entitled to rely on such facsimile signature as evidence that
    this Agreement has been duly executed by such party. Any party executing this Agreement by facsimile signature will promptly
    forward to the other party an original signature page by overnight courier. Director acknowledges that this Agreement does
    not constitute a contract of employment and does not imply that the Company will continue his service as a director for any
    period of time.


 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date shown above.


 


	THEMAVEN, INC.	 	DIRECTOR
	 	 	 	 	 
	By:
    	/s/ James Heckman	 	 	/s/ Joshua Jacobs
	Name: 	James
    Heckman	 	Name: 
    	Joshua
Jacobs
	Title:	CEO	 	 	 



 






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