Exhibit 10.2


 


NON-QUALIFIED STOCK OPTION AGREEMENT


 


This Non-Qualified
Stock Option Agreement (this “Agreement”) is made as of [Grant Date], between CuriosityStream Inc., a
Delaware corporation (the “Company”), and [Grantee Name] (the “Optionee”).


 


WHEREAS, each
stock option granted hereunder shall be subject to the terms and conditions of the Company’s 2020 Omnibus Incentive Plan (the “Plan”);


 


WHEREAS, the
Company desires to grant to the Optionee the stock options as provided herein; and


 


WHEREAS, the
Company and the Optionee understand and agree that any capitalized terms used herein, if not otherwise defined, shall have the
same meanings as in the Plan (the Optionee being referred to in the Plan as a “Participant”).


 


NOW, THEREFORE,
in consideration of the forgoing and following mutual covenants and for other good and valuable consideration, the parties agree
as follows:


 


1. Grant
of Option. The Company grants to the Optionee the right and option to purchase all or any part of an aggregate of [# Shares
Subject to Option] Shares (the “Option”) on the terms and conditions and subject to all the limitations
set forth herein and in the Plan, which is incorporated herein by reference. The Optionee acknowledges receipt of a copy of the
Plan and acknowledges that the definitive records pertaining to the grant of this Option, and exercises of rights hereunder, shall
be retained by the Company. The Option granted herein is intended to be a Nonstatutory Option as defined in the Plan.


 


2. Exercise
Price. The purchase price of the Shares subject to the Option shall be [Exercise Price] per Share (the “Exercise
Price”).


 


3. Vesting.
To the extent not previously forfeited and except as set forth in the Plan, the Option shall become vested over four years in equal
increments of 1/16th of the Option on the last day of every third month, commencing with the first full month following
the grant date, in each case, if the Optionee is continuously employed by the Company through the applicable vesting date. Except
as provided  in the Plan, in the event the Optionee’s employment terminates prior to the applicable vesting date, the Option
that would have vested on such date shall be forfeited by the Optionee. Once vested, the Option may be exercised at any time and
from time to time prior to the 10th anniversary of the date hereof, or such earlier time as is provided in the Plan. Options may
only be exercised with respect to whole Shares.


 




     



     


    

 


4. Manner
of Exercise. Subject to such reasonable administrative regulations as the Administrator may adopt from time to time, the
exercise of the Option by the Optionee shall be pursuant to procedures set forth in the Plan or established by the Administrator
from time to time and shall include the Optionee specifying the proposed date on which the Optionee desires to exercise the Option
(the “Exercise Date”), the number of whole Shares with respect to which the Option is being exercised
(the “Exercise Shares”) and the aggregate Exercise Price for such Exercise Shares or such other or different
requirements as may be imposed by the Company. Unless otherwise determined by the Administrator, and subject to such other terms,
representations and warranties as the Administrator may deem appropriate, (i) on or before the Exercise Date, the Optionee shall
deliver to the Company full payment for the Exercise Shares in United States dollars in cash, or cash equivalents satisfactory
to the Company, in an amount equal to the aggregate Exercise Price plus, if required by the Administrator, any required withholding
taxes or other similar taxes, charges or fees (including, if made available by the Company, pursuant to a broker-assisted cashless
exercise program established by the Company whereby the Optionee may exercise the Option by an exercise-and-sell procedure in which
the Exercise Price (together with any required withholding taxes or other similar taxes, charges or fees) is obtained from the
sale of shares in the public market, or other net cashless exercise or tax withholding arrangements) and (ii) the Company shall
register the issuance of the Exercise Shares on its records (or direct such issuance to be registered by the Company’s transfer
agent). The Company may require the Optionee to furnish or execute such other documents as the Company shall reasonably deem necessary
(i) to evidence such exercise or (ii) to comply with or satisfy the requirements of the Securities Act, applicable state or non-U.S.
securities laws or any other law.


 


5. Non-Assignability.
The Option shall not be transferable by the Optionee and shall be exercisable only by the Optionee, except as the Plan or this
Agreement may otherwise provide.


 


6. Notices.
Any notices required or permitted by the terms of this Agreement or the Plan shall be given by registered or certified mail, return
receipt requested, addressed as follows:


 


	 	To the Company:	CuriosityStream Inc.
	 	 	8484 Georgia Ave., Ste. 700
	 	 	Silver Spring, MD 20910
	 	 	Attn: General Counsel  


 


And to the Optionee at the most
recent address the Optionee has provided to the Company. Any such notice shall be deemed to have been given when mailed in accordance
with the foregoing provisions.


 


7. Governing
Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware.


 


8. Waiver
of Jury Trial. Each of the parties hereto hereby irrevocably waives any and all right to trial by jury of any claim or
cause of action in any legal proceeding arising out of or related to this Agreement or the transactions or events contemplated
hereby or any course of conduct, course of dealing, statements (whether verbal or written) or actions of any party hereto. The
parties hereto each agree that any and all such claims and causes of action shall be tried by a court trial without a jury. Each
of the parties hereto further waives any right to seek to consolidate any such legal proceeding in which a jury trial has been
waived with any other legal proceeding in which a jury trial cannot or has not been waived.


 




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9. Binding
Effect. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties
hereto.


 


10. Authorization
To Share Personal Data. The Optionee authorizes the Company and any Affiliate of the Company that employs the Optionee
or that otherwise has or lawfully obtains personal data relating to the Optionee to divulge or transfer such personal data to the
Company or to a third party, in each case in any jurisdiction, if and to the extent appropriate in connection with this Agreement
or the administration of the Plan.


 


11. No
Rights as Stockholder; No Voting Rights. The Optionee shall have no rights as a stockholder of the Company with respect
to any Shares covered by the Option until the exercise of the Option and delivery of the Exercise Shares.


 


12. Recoupment.
The Options (and gains earned or accrued in connection with the Options) shall be subject to such generally applicable policies
as to forfeiture and recoupment (including, without limitation, upon the occurrence of material financial or accounting errors,
financial or other misconduct or Competitive Activity) as may be adopted by the Administrator or the Board (or committee thereof)
from time to time. Any such policies may (in the discretion of the Administrator or the Board) be applied to the Options at the
time of adoption of such policies, or on a prospective basis only. The Optionee shall also forfeit and disgorge to the Company
the Options and any gains earned or accrued due to the exercise of the Options or the sale of any Company Common Stock to the extent
required by applicable law or as required by any stock exchange or quotation system on which the Company Common Stock is listed
or quoted, in each case in effect on or after the Effective Date, including but not limited to Section 304 of the Sarbanes-Oxley
Act of 2002 and Section 10D of the Exchange Act. The implementation of policies and procedures pursuant to this Section 12 and
any modification of the same shall not be subject to any restrictions on amendment or modification of Awards.


 


13. No
Right to Continued Employment. Nothing in this Agreement shall be deemed to confer on the Optionee any right to continue
in the employ of the Company or any Subsidiary, or to interfere with or limit in any way the right of the Company or any Subsidiary
to terminate such employment at any time.


 


14. Waiver;
Amendment. Any party hereto or beneficiary hereof may by written notice to the other parties (A) extend the time for the
performance of any of the obligations or other actions of the other parties under this Agreement, (B) waive compliance with any
of the conditions or covenants of the other parties contained in this Agreement and (C) waive or modify performance of any of the
obligations of the other parties under this Agreement. Except as provided in the preceding sentence, no action taken pursuant to
this Agreement, including, without limitation, any investigation by or on behalf of any party or beneficiary, shall be deemed to
constitute a waiver by the party or beneficiary taking such action of compliance with any representations, warranties, covenants
or agreements contained herein. The waiver by any party hereto or beneficiary hereof of a breach of any provision of this Agreement
shall not operate or be construed as a waiver of any preceding or succeeding breach and no failure by a party or beneficiary to
exercise any right or privilege hereunder shall be deemed a waiver of such party’s or beneficiary’s rights or privileges
hereunder or shall be deemed a waiver of such party’s or beneficiary’s rights to exercise the same at any subsequent
time or times hereunder. This Agreement may not be amended, modified or supplemented orally, but only by a written instrument executed
by the Optionee and the Company.








 


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IN WITNESS WHEREOF,
the Company and the Optionee have caused this Agreement to be executed on their behalf, by their duly authorized representatives,
all on the day and year first above written.


 


	CURIOSITYSTREAM INC.	 	OPTIONEE
	 	 	 
	By:	                        	 	 
	Its:	 	 	 


 


 


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