EX-10.10



 EXHIBIT 10.10 

FORM OF PROPOSED 
 GAIA,
INC. 
 2015 LONG-TERM INCENTIVE PLAN 

Section 1. Purpose. The purpose of this Plan is to advance the interests of Gaia, Inc. and its shareholders by
providing incentives to certain Eligible Persons (as defined below) who contribute significantly to the strategic and long-term performance objectives and growth of the Company. 

Section 2. Definitions. Certain capitalized terms applicable to this Plan are set forth in Appendix A. 

Section 3. Administration. The Committee shall administer this Plan and shall have all the powers vested in it by
the terms of this Plan, such powers to include exclusive authority to select the Eligible Persons to be granted Awards under this Plan, to determine the type, size, terms and conditions of the Award to be made to each Eligible Person selected, to
modify or waive the terms and conditions of any Award that has been granted, to determine the time when Awards will be granted, to establish performance objectives, to make any adjustments necessary or desirable as a result of the granting of Awards
to Eligible Persons located outside the United States and to prescribe the form of the agreements evidencing Awards made under this Plan. Awards may, in the discretion of the Committee, be made under this Plan in assumption of, or in substitution
for, outstanding Awards previously granted by the Company, or an entity acquired by the Company or with which the Company combines. The number of Class A Shares underlying such substitute Awards shall be counted against the aggregate number of
Class A Shares available for Awards under this Plan. 
 The Committee is authorized to interpret this Plan and the Awards granted under
this Plan, to establish, amend and rescind any rules and regulations relating to this Plan, and to make any other determinations that it deems necessary or desirable for the administration of this Plan. The Committee may correct any defect or supply
any omission or reconcile any inconsistency in this Plan or in any Award in the manner and to the extent the Committee deems necessary or desirable to carry it into effect. Any decision of the Committee in the interpretation and administration of
this Plan, as described in this Plan, shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned. The Committee may act only by a majority of its members in office, except that the
Committee may authorize any one or more of its members or any officer of the Company to execute and deliver documents or to take any other ministerial action on behalf of the Committee with respect to Awards made to Participants or to be made to
Eligible Persons. Notwithstanding the foregoing or any other provision of this Plan, the Committee shall not have the authority to accelerate the time or schedule of any payment in a manner which is not permitted under Code Section 409A, or to
grant or amend any Award in any manner which would result in an inclusion of any amount in gross income under Code Section 409A(a)(1). 







 No member of the Committee and no officer of the Company shall be liable for anything done or
omitted to be done by such member or officer, by any other member of the Committee or by any officer of the Company in connection with the performance of duties under this Plan, except for such member’s or officer’s own willful
misconduct or as expressly provided by law. In addition to all other rights of indemnification and reimbursement to which a member of the Committee and an officer of the Company may be entitled, Gaia shall indemnify and hold harmless each such
member or officer who was or is a party or is threatened to be made a party to any threatened, pending or completed proceeding or suit in connection with the performance of duties under this Plan against expenses (including reasonable
attorneys’ fees), judgments, fines, liabilities, losses and amounts paid in settlement actually and reasonably incurred by him in connection with such proceeding or suit, except for his own willful misconduct or as expressly provided
otherwise by law. Expenses (including reasonable attorneys’ fees) incurred by such a member or officer in defending any such proceeding or suit shall be paid by Gaia in advance of the final disposition of such proceeding or suit upon receipt of
a written affirmation by such member or officer of his good faith belief that he has met the standard of conduct necessary for indemnification and a written undertaking by or on behalf of such member or officer to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by Gaia as authorized in this Section. 
 Section 4.
Participation. Consistent with the purposes of this Plan, the Committee shall have exclusive power to select the Eligible Persons who may participate in this Plan and be granted Awards under this Plan. Eligible Persons may be selected
individually or by groups or categories, as determined by the Committee in its discretion. 
 Section 5. Awards under this
Plan. 
 (a) Types of Awards. Awards under this Plan may include, but need not be limited
to, one or more of the following types, either alone or in any combination thereof: (i) Stock Options, (ii) Stock Appreciation Rights, (iii) Restricted Stock, (iv) Restricted Stock Units, (v) Performance Grants and
(vi) any other type of Award deemed by the Committee in its discretion to be consistent with the purposes of this Plan (including, but not limited to, Awards of or options or similar rights granted with respect to unbundled stock units or
components thereof, and Awards to be made to Participants who are foreign nationals or are employed or performing services outside the United States). 

(b) Maximum Number of Shares that May be Issued. There may be issued under this Plan (as Restricted Stock, as
Restricted Stock Units, in payment of Performance Grants, pursuant to the exercise of Stock Options or Stock Appreciation Rights or in payment of or pursuant to the exercise of such other Awards as the Committee, in its discretion, may determine) an
aggregate of not more than
                    (                    )
Class A Shares, subject to adjustment as provided in Section 15. No Eligible Person may receive Awards under this Plan for more than 100,000 Class A Shares in any one fiscal year of the Company, subject to adjustment as provided in
Section 15. The maximum aggregate number of Class A Shares that may be issued pursuant to the exercise of Incentive Stock Options shall be
                    (                    ),
subject to adjustment as provided in Section 15. Class A Shares issued pursuant to this Plan may be either authorized but unissued 

  
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shares, treasury shares, reacquired shares or any combination thereof. If any Class A Shares issued as Restricted Stock, Restricted Stock Units or otherwise subject to repurchase or
forfeiture rights are reacquired by the Company pursuant to such rights or, if any Award is canceled, terminates or expires unexercised, any Class A Shares that would otherwise have been issuable pursuant thereto will be available for issuance
under new Awards. 
 (c) Rights with Respect to Class A Shares and Other Securities. Except as provided in
Section 8(d) with respect to Awards of Restricted Stock and unless otherwise determined by the Committee in its discretion, a Participant to whom an Award is made (and any person succeeding to such a Participant’s rights pursuant to this
Plan) shall have no rights as a shareholder with respect to any Class A Shares or as a holder with respect to other securities, if any, issuable pursuant to any such Award until the date of the issuance of a book entry or stock certificate to
such Participant for such Class A Shares or other instrument of ownership, if any. Except as provided in Section 15, no adjustment shall be made for dividends, distributions or other rights (whether ordinary or extraordinary, and whether
in cash, securities, other property or other forms of consideration, or any combination thereof) for which the record date is prior to the date such book entry or stock certificate or other instrument of ownership, if any, is required to be issued
based upon the date any Award was exercised. In all events, a Participant with whom an Award agreement is made to issue Class A Shares in the future shall have no rights as a shareholder with respect to such Class A Shares related to such
agreement until issuance to such Participant of a book entry or stock certificate representing such shares. 
 Section 6.
Stock Options. The Committee may sell Purchased Options or grant other Stock Options either alone, or in conjunction with other Awards, either at the time of grant or by amendment thereafter; provided that an Incentive Stock Option
may be granted only to Eligible Persons who are employees of Gaia (or any parent or subsidiary of Gaia as defined in Sections 424(e) and 424(f) of the Code) and who have other Awards only to the extent that such other Awards do not disqualify the
Incentive Stock Option’s status as such under the Code. Each Stock Option granted or sold under this Plan shall be evidenced by an agreement in such form as the Committee shall prescribe from time to time in accordance with this Plan and shall
comply with the applicable terms and conditions of this Plan, and with such other terms and conditions, including, but not limited to, restrictions upon the Stock Option or the Class A Shares issuable upon exercise thereof, as the Committee, in
its discretion, shall establish. 
 (a) The exercise price of a Stock Option shall be equal to or greater than the
Fair Market Value of the Class A Shares subject to such Stock Option at the time the Stock Option is granted, as determined by the Committee; provided, however, that, in the case of an Incentive Stock Option granted to a Ten
Percent Employee, such exercise price shall not be less than 110% of such Fair Market Value at the time the Stock Option is granted. Notwithstanding the preceding sentence, a Stock Option, including an Incentive Stock Option, may be granted with an
exercise price less than one hundred percent (100%) of the Fair Market Value of the Class A Shares subject to the Stock Option at the time the Stock Option is granted if such Stock Option is granted pursuant to an assumption or
substitution for another option in a manner consistent with the applicable provisions of the Code. 

  
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 (b) The Committee shall determine the number of Class A Shares to be
subject to each Stock Option. In the case of a Stock Option awarded in conjunction with another Award, the number of Class A Shares subject to an outstanding Stock Option may be reduced on an appropriate basis to the extent that the other Award
has been exercised, paid to or otherwise received by the Participant, as determined by the Committee. 
 (c) Any Stock
Option may be exercised during its term only at such time or times and in such installments as the Committee may establish. 

(d) A Stock Option shall not be exercisable: 

(i) in the case of any Incentive Stock Option granted to a Ten Percent Employee, after the expiration of five years from
the date it is granted, and, in the case of any other Stock Option, after the expiration of ten years from the date it is granted; and 

(ii) unless payment in full is made for the shares being acquired thereunder at the time of exercise as provided in
Section 6(i). 
 (e) The Committee shall determine in its discretion and specify in each agreement evidencing a
Stock Option the effect, if any, the termination of the Participant’s employment with or performance of services for the Company shall have on the exercisability of the Stock Option; provided, however, that an Incentive Stock
Option shall not be exercisable at a time that is beyond the time an Incentive Stock Option may be exercised in order to qualify as such under the Code and provided, further, that if a Participant’s employment is terminated for a
reason other than “cause” (as defined in such Participant’s Award agreement or employment agreement, if any), then such Participant’s right to exercise his or her Stock Options (to the extent that the Participant is entitled to
exercise on the date employment terminates) shall continue until the earlier of the option expiration date or (i) at least six (6) months from the date of termination if termination was caused by death or disability and (ii) at least
thirty (30) days from the date of termination if termination was caused other than by death or disability. 
 (f)
It is the intent of Gaia that Nonqualified Stock Options granted under this Plan not be classified as Incentive Stock Options, that the Incentive Stock Options granted under this Plan be consistent with and contain or be deemed to contain all
provisions required under Section 422 and the other appropriate provisions of the Code and any implementing regulations (and any successor provisions thereof), and that any ambiguities in construction shall be interpreted in order to effectuate
such intent. If a Stock Option is intended to be an Incentive Stock Option, and if for any reason such Stock Option (or portion thereof) shall fail to qualify as an Incentive Stock Option, then, to the extent of such failure, such Stock Option (or
portion thereof) shall be regarded as a Nonqualified Stock Option granted under this Plan; provided, that, such Stock Option (or portion thereof) otherwise complies with this Plan’s requirements relating to


  
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Nonqualified Stock Options. In no event shall any member of the Committee or the Company (or its employees, officers or directors) have any liability to any Participant (or any other person) due
to the failure of a Stock Option to qualify for any reason as an Incentive Stock Option. 
 (g) To the extent that the
aggregate Fair Market Value (determined at the time of grant) of the Class A Shares with respect to which Incentive Stock Options are exercisable for the first time by any Participant during any calendar year (under all plans of the Company)
exceeds one hundred thousand dollars ($100,000), the Incentive Stock Options or portions thereof that exceed such limit (according to the order in which they were granted) shall be treated as Nonqualified Stock Options. 

(h) A Purchased Option may contain such additional terms not inconsistent with this Plan, including but not limited to
the circumstances under which the purchase price of such Purchased Option may be returned to the holder of the Purchased Option, as the Committee may determine in its sole discretion. 

(i) For purposes of payments made to exercise Stock Options, such payment shall be made in such form (including, but not
limited to, cash, Class A Shares, the surrender of all or part of an Award or another outstanding Award under this Plan or any combination thereof) as the Committee may determine in its discretion. 

Section 7. Stock Appreciation Rights. The Committee may grant Stock Appreciation Rights either alone, or in
conjunction with other Awards, either at the time of grant or by amendment thereafter. Each Award of Stock Appreciation Rights granted under this Plan shall be evidenced by an agreement in such form as the Committee shall prescribe from time to time
in accordance with this Plan and shall comply with the applicable terms and conditions of this Plan, and with such other terms and conditions, including, but not limited to, restrictions upon the Award of Stock Appreciation Rights or the
Class A Shares issuable upon exercise thereof, as the Committee, in its discretion, shall establish. 
 (a) The
Committee shall determine the number of Class A Shares to be subject to each Award of Stock Appreciation Rights. In the case of an Award of Stock Appreciation Rights awarded in conjunction with another Award, the number of Class A Shares
subject to an outstanding Award of Stock Appreciation Rights may be reduced on an appropriate basis to the extent that the other Award has been exercised, paid to or otherwise received by the Participant, as determined by the Committee. 

(b) The Committee shall determine in its discretion and specify in each agreement evidencing an Award of Stock
Appreciation Rights the effect, if any, the termination of the Participant’s employment with or performance of services for the Company shall have on the exercisability of the Award of Stock Appreciation Rights. 

(c) An Award of Stock Appreciation Rights shall entitle the holder to exercise such Award or to surrender unexercised
another Award (or any portion of such other Award) to Gaia and to receive from Gaia in exchange thereof, without payment to Gaia, that number of Class A Shares having an aggregate value equal to (or, in the discretion of


  
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the Committee, less than) the excess of the Fair Market Value of one share, at the time of such exercise, over the exercise price, times the number of shares subject to the Award, or portion
thereof, that is so exercised or surrendered, as the case may be. The Committee shall be entitled in its discretion to elect to settle the obligation arising out of the exercise of a Stock Appreciation Right by the payment of cash or Other Gaia
Securities or property, or other forms of payment or any combination thereof, as determined by the Committee, equal to the aggregate value of the Class A Shares it would otherwise be obligated to deliver. Any such election by the Committee
shall be made as soon as practicable after the receipt by the Committee of written notice of the exercise of the Stock Appreciation Right. 

(d) A Stock Appreciation Right may provide that it shall be deemed to have been exercised at the close of business on
the business day preceding the expiration date of the Stock Appreciation Right or of the related Stock Option (or other Award), or such other date as specified by the Committee, if at such time such Stock Appreciation Right has a positive value.
Such deemed exercise shall be settled or paid in the same manner as a regular exercise thereof as provided in Section 7(c). 

Section 8. Restricted Stock and Restricted Stock Units. The Committee may grant Awards of Restricted Stock and
Restricted Stock Units either alone, or in conjunction with other Awards, either at the time of grant or by amendment thereafter. Each Award of Restricted Stock or Restricted Stock Units under this Plan shall be evidenced by an agreement in such
form as the Committee shall prescribe from time to time in accordance with this Plan and shall comply with the applicable terms and conditions of this Section and this Plan, and with such other terms and conditions as the Committee, in its
discretion, shall establish. 
 (a) The Committee shall determine: 

(i) the number of Class A Shares to be issued to a Participant pursuant to an Award of Restricted Stock, 

(ii) the number of Class A Shares to which an Award of Restricted Stock Units relates, 

(b) The Committee, in its discretion, may allow for an Award of Restricted Stock or Restricted Stock Units to be settled
in cash, other consideration, or both. 
 (c) Until the expiration of such period as the Committee shall determine
from the date on which the Award is granted and subject to such other terms and conditions as the Committee in its discretion shall establish (the “Restricted Period”), a Participant to whom an Award of Restricted Stock is
made shall be issued, but shall not be entitled to the delivery of, a book entry or stock certificate representing the Class A Shares subject to such Award. 

(d) Unless otherwise determined by the Committee in its discretion, a Participant to whom an Award of Restricted Stock
has been made (and any person succeeding to such a participant’s rights pursuant to this Plan) shall have, after issuance of a certificate for the number of Class A Shares awarded and prior to the expiration of


  
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the Restricted Period, ownership of such Class A Shares, including the right to vote such Class A Shares and to receive dividends or other distributions made or paid with respect to
such Class A Shares (provided that such Class A Shares, and any new, additional or different shares, or Other Gaia Securities or property, or other forms of consideration that the Participant may be entitled to receive with respect
to such Class A Shares as a result of a stock split, stock dividend or any other change in the corporation or capital structure of Gaia, shall be subject to the restrictions set forth in this Plan as determined by the Committee in its
discretion), subject, however, to the options, restrictions and limitations imposed thereon pursuant to this Plan. 
 (e)
The Committee shall determine in its discretion and specify in each agreement evidencing an Award of Restricted Stock or Restricted Stock Units the effect, if any, the termination of the Participant’s employment with or performance of
services for the Company during the Restricted Period shall have on such Award of Restricted Stock. 
 (f) The
Committee may grant Awards of Dividend Equivalents to Participants in connection with Awards of Restricted Stock Units. The Committee may provide, at the date of grant or thereafter, that Dividend Equivalents shall be paid or distributed when
accrued or shall be deemed to have been reinvested in additional Class A Shares, or other investment vehicles as the Committee may specify; provided that, unless otherwise determined by the Committee, Dividend Equivalents shall be subject to
all conditions and restrictions of the underlying Restricted Stock Units to which they relate. 
 Section 9. Performance
Grants. The Committee may grant Awards of Performance Grants either alone, or in conjunction with other Awards, either at the time of grant or by amendment thereafter. The Award of a Performance Grant to a Participant will entitle him to
receive a specified amount determined by the Committee (the “Actual Value”), if the terms and conditions specified in this Plan and in the Award are satisfied. Each Award of a Performance Grant shall be subject to the
applicable terms and conditions of this Plan, and to such other terms and conditions, including but not limited to, restrictions upon any cash, Class A Shares, Other Gaia Securities or property, or other forms of payment, or any combination
thereof, issued with respect to the Performance Grant, as the Committee, in its discretion, shall establish, and shall be embodied in an agreement in such form and substance as is determined by the Committee. 

(a) The Committee shall determine the value or range of values of a Performance Grant to be awarded to each Participant
selected for an Award and whether such a Performance Grant is granted in conjunction with another Award. As determined by the Committee, the maximum value of each Performance Grant (the “Maximum Value”) shall be: (i) an
amount fixed by the Committee at the time the Award is made or amended thereafter, (ii) an amount that varies from time to time based in whole or in part on the then current value of the Class A Shares, Other Gaia Securities or property,
or other securities or property, or any combination thereof or (iii) an amount that is determinable from criteria specified by the Committee. Performance Grants may be issued in different classes or series having different names, terms and
conditions. In the case of a Performance Grant awarded in conjunction with another Award, the Performance Grant may be reduced on an appropriate basis to the extent that the other Award has been exercised, paid to or otherwise received by the
Participant, as determined by the Committee. 

  
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 (b) The award period (“Award Period”) related to
any Performance Grant shall be a period determined by the Committee. At the time each Award is made or within the first 90 days of any performance period, the Committee shall establish performance objectives to be attained within the Award Period as
the means of determining the Actual Value of such a Performance Grant. The performance objectives shall be based on such measure or measures of performance, which may include, but need not be limited to, the performance of the Participant, the
Company or one or more of its divisions or units, or any combination of the foregoing, as the Committee shall determine, and may be applied on an absolute basis or be relative to industry or other indices or any combination thereof. The Actual Value
of a Performance Grant shall be equal to its Maximum Value only if the performance objectives are attained in full, but the Committee shall specify the manner in which the Actual Value of Performance Grants shall be determined if the performance
objectives are met in part. Such performance measures, the Actual Value or the Maximum Value, or any combination thereof, may be adjusted in any manner by the Committee in its discretion at any time and from time to time during or as soon as
practicable after the Award Period, if it determines that such performance measures, the Actual Value or the Maximum Value, or any combination thereof, are not appropriate under the circumstances. 

(c) The Committee shall determine in its discretion and specify in each agreement evidencing a Performance Grant the
effect, if any, the termination of the Participant’s employment with or performance of services for the Company during the Award Period shall have on such Performance Grant. 

(d) The Committee shall determine whether the conditions of a Performance Grant have been met and, if so, shall
ascertain the Actual Value of the Performance Grant. If the Performance Grant has no Actual Value, the Award and such Performance Grant shall be deemed to have been canceled and the any associated Award, if any, may be canceled or permitted to
continue in effect in accordance with its terms. If the Performance Grant has any Actual Value and: 
 (i) was not
awarded in conjunction with another Award, the Committee shall cause an amount equal to the Actual Value of the Performance Grant earned by the Participant to be paid to him or his permitted assignee or Beneficiary; or 

(ii) was awarded in conjunction with another Award, the Committee shall determine, in accordance with criteria specified
by the Committee (A) to cancel the Performance Grant, in which event no amount with respect thereto shall be paid to the Participant or his permitted assignee or Beneficiary, and the associated Award may be permitted to continue in effect in
accordance with its terms, (B) to pay the Actual Value of the Performance Grant to the Participant or his permitted assignee or Beneficiary as provided below, in which event the associated Award may be canceled or (C) to pay to the
Participant or his Beneficiary, the Actual Value of only a portion of the Performance Grants, in which event all or a portion of the associated Award may be permitted to continue in effect in accordance with its terms or be canceled, as determined
by the Committee. 

  
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 Such determination by the Committee shall be made as promptly as practicable following the end of
the Award Period or upon the earlier termination of employment or performance of services, or at such other time or times as the Committee shall determine, and shall be made pursuant to criteria specified by the Committee. 

(e) Payment of any amount with respect to the Performance Grants that the Committee determines to pay as provided above
shall be made by Gaia as promptly as practicable after the end of the Award Period or at such other time or times as the Committee shall determine, and may be made in cash, Class A Shares, Other Gaia Securities or property, or other forms of
payment, or any combination thereof or in such other manner, as determined by the Committee in its discretion. Notwithstanding anything in this Section to the contrary, the Committee may, in its discretion, determine and pay out the Actual Value of
the Performance Grants at any time during the Award Period. 
 Section 10. Deferral of
Compensation. The Committee shall determine whether an Award shall be made in conjunction with the deferral of the Participant’s salary, bonus or other compensation, or any combination thereof, and whether such deferred amounts may be
(i) forfeited to Gaia or to other Participants or any combination thereof, under certain circumstances (which may include, but need not be limited to, certain types of termination of employment or performance of services for the Company); (ii)
subject to increase or decrease in value based upon the attainment of or failure to attain, respectively, certain performance measures; and/or; (iii) credited with income equivalents (which may include, but need not be limited to, interest,
dividends or other rates of return) until the date or dates of payment of the Award, if any. Notwithstanding the foregoing or any other provision of this Plan, any deferral of compensation under this Section 10 must comply with the applicable
provisions of Code Section 409A, and no deferral of compensation under this Section 10 which would result in an inclusion of any amount in gross income under Code Section 409A(a)(1) is permitted. 

Section 11. Deferred Payment of Awards. The Committee may specify that the payment of all or any portion of cash,
Class A Shares, Other Gaia Securities or property, or any other form of payment, or any combination thereof, under an Award shall be deferred until a later date. Deferrals shall be for such periods or until the occurrence of such events, and
upon such terms, as the Committee shall determine in its discretion, provided however, that any such deferral shall comply with the applicable requirements of Code Section 409A. Deferred payments of Awards may be made by undertaking to make
payment in the future based upon the performance of certain investment equivalents (which may include, but need not be limited to, government securities, Class A Shares, other securities, property or consideration, or any combination thereof),
together with such additional amounts of income equivalents (which may be compounded and may include, but need not be limited to, interest, dividends or other rates of return or any combination thereof) as may accrue thereon until the date or dates
of payment, such investment equivalents and such additional amounts of income equivalents to be determined by the Committee in its discretion. 

  
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 Section 12. Transferability of Awards. A Participant’s rights and
interest under this Plan or any Award may not be assigned or transferred, hypothecated or encumbered in whole or in part either directly or by operation of law or otherwise, including, but not by way of limitation, execution, levy, garnishment,
attachment, pledge, bankruptcy or in any other manner; provided, however, the Committee may permit such transfer to a Permitted Transferee; and provided, further, that, unless otherwise permitted by the Code, any
Incentive Stock Option granted pursuant to this Plan shall not be transferable other than by will or the laws of descent and distribution and shall be exercisable during the Participant’s lifetime only by the Participant. 

Section 13. Amendment or Substitution of Awards under this Plan. The terms of any outstanding Award under this Plan
may be amended or modified from time to time by the Committee in its discretion in any manner that it deems appropriate (including, but not limited to, acceleration of the date of exercise of any Award and/or payments thereunder and repricing of any
Award) if the Committee could grant such amended or modified Award under the terms of this Plan at the time of such amendment or modification; provided that no such amendment or modification shall adversely affect in a material manner any
right of a Participant under the Award without such Participant’s written consent, unless the Committee determines in its discretion that there have occurred or are about to occur significant changes in the Participant’s position, duties
or responsibilities, or significant changes in economic, legislative, regulatory, tax, accounting or cost/benefit conditions that are determined by the Committee in its discretion to have or to be expected to have a substantial effect on the
performance of the Company, or any affiliate, division or department thereof, on this Plan or on any Award under this Plan and provided further that the Committee shall not have the authority to accelerate the time or schedule of any payment in a
manner which is not permitted under Code Section 409A, or to grant or amend any Award in any manner which would result in an inclusion of any amount in gross income under Code Section 409A(a)(1). The Committee may, in its discretion,
permit holders of Awards under this Plan to surrender outstanding Awards in order to exercise or realize the rights under other Awards, or in exchange for the grant of new Awards, or require holders of Awards to surrender outstanding Awards as a
condition precedent to the grant of new Awards under this Plan. 
 Section 14. Termination of a Participant. For
all purposes under this Plan, the Committee shall determine whether a Participant has terminated employment with, or the performance of services for, the Company, provided, however, an absence or leave approved by the Company, to the
extent permitted by applicable provisions of the Code, shall not be considered an interruption of employment or performance of services for any purpose under this Plan. 

Section 15. Dilution and Other Adjustments. If any change in the outstanding Class A Shares of the Company
occurs by reason of any stock split, reverse stock split, stock dividend, split-up, split-off, spin-off, recapitalization, merger, consolidation, rights offering, reorganization, combination, subdivision or exchange of shares, any distribution to
shareholders other than a normal cash dividend, or other extraordinary or unusual event, the Committee shall make such adjustment in: (i) the aggregate number of shares that may be delivered under the Plan as described in Section 5(b) and
the individual Award maximums under Section 5(b); (ii) the number and exercise price of outstanding Stock Options and outstanding Stock Appreciation Rights; (iii) the number of outstanding Restricted Stock Units; and (iv) the
number of shares 

  
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subject to any other Awards granted under the Plan (provided that the number of shares of subject to Awards shall always be a whole number), in each case as may be determined to be appropriate by
the Committee, and such adjustments shall be final, conclusive and binding for all purposes of the Plan. The Committee may also provide for the adjustment and settlement of outstanding Awards as it deems appropriate and consistent with the
Plan’s purpose in the event of a change in control of Gaia, and such adjustments or settlements shall be final, conclusive and binding for all purposes of the Plan. 

Section 16. Designation of Beneficiary by Participant. A Participant may name a beneficiary to receive any payment
to which such Participant may be entitled with respect to any Award under this Plan in the event of death, on a written form to be provided by and filed with the Committee, and in a manner determined by the Committee in its discretion (a
“Beneficiary”). The Committee reserves the right to review and approve Beneficiary designations. A Participant may change his Beneficiary from time to time in the same manner, unless such Participant has made an irrevocable
designation. Any designation of a Beneficiary under this Plan (to the extent it is valid and enforceable under applicable law) shall be controlling over any other disposition, testamentary or otherwise, as determined by the Committee in its
discretion. If no designated Beneficiary survives the Participant and is living on the date on which any amount becomes payable to such a Participant’s Beneficiary, such payment will be made to the legal representatives of the
Participant’s estate, and the term “Beneficiary” as used in this Plan shall be deemed to include such person or persons. If there are any questions as to the legal right of any Beneficiary to receive a distribution under
this Plan, the Committee in its discretion may determine that the amount in question be paid to the legal representatives of the estate of the Participant, in which event the Company, the Board, the Committee, the Designated Administrator (if any),
and the members thereof, will have no further liability to anyone with respect to such amount. 
 Section 17. Financial
Assistance. If the Committee determines that such action is advisable, the Company may assist any Participant in obtaining financing from the Company (or under any program of the Company approved pursuant to applicable law), or from a bank
or other third party, on such terms as are determined by the Committee, and in such amount as is required to accomplish the purposes of this Plan, including, but not limited to, to permit the exercise of an Award, the participation therein, and/or
the payment of any taxes with respect thereto. Such assistance may take any form that the Committee deems appropriate, including, but not limited to, a direct loan from the Company, a guarantee of the obligation by the Company or the maintenance by
the Company of deposits with such bank or third party. 
 Section 18. Miscellaneous Provisions. 

(a) Any proceeds from Awards shall constitute general funds of Gaia. 

(b) Except as otherwise determined by the Committee, no fractional shares may be delivered under an Award, but in lieu
thereof a cash or other adjustment may be made as determined by the Committee in its discretion. 
 (c) No Eligible
Person or other person shall have any claim or right to be granted an Award under this Plan. Determinations made by the Committee under this 

  
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Plan need not be uniform and may be made selectively among Eligible Persons under this Plan, regardless of whether such Eligible Persons are similarly situated. Neither this Plan nor any action
taken hereunder shall be construed as giving any Eligible Person any right to continue to be employed by or perform services for the Company, and the Company’s right to terminate the employment of or performance of services by Eligible Persons
at any time and for any reason is specifically reserved. 
 (d) No Participant or other person shall have any right
with respect to this Plan, the Class A Shares reserved for issuance under this Plan or in any Award, contingent or otherwise, until written evidence of the Award shall have been delivered to the recipient and all the terms, conditions and
provisions of this Plan and the Award applicable to such recipient (and each person claiming under or through him) have been met. 

(e) No Class A Shares, Other Company Securities, other securities or property or other forms of payment shall be
issued hereunder with respect to any Award unless counsel for Gaia shall be satisfied that such issuance will be in compliance with applicable law and any applicable rules of any stock exchange or other market quotation system on which Class A
Shares are listed. 
 (f) It is the intent of Gaia that this Plan comply in all respects with any applicable
provisions of Rule 16b-3 and Section 162(m) with respect to Awards granted to executive officers of Gaia, that any ambiguities or inconsistencies in construction of this Plan be interpreted and administered to give effect to such intention and
that if any provision of this Plan is found not to be in compliance with any applicable provisions of Rule 16b-3 or Section 162(m), such provision shall be deemed null and void with respect to Awards granted to executive officers of the Company
to the extent required to permit such Awards to comply with Rule 16b-3 and Section 162(m). It is also the intent of Gaia that this Plan comply in all respects with the provisions of the Code providing favorable treatment to Incentive Stock
Options, that any ambiguities or inconsistencies in construction of this Plan be interpreted and administered to give effect to such intention and that if any provision of this Plan is found not to be in compliance with the Incentive Stock Option
provisions of the Code, such provision shall be deemed null and void with respect to Incentive Stock Options granted to employees of Gaia (or any parent or subsidiary of Gaia) to the extent required to permit such Incentive Stock Options to receive
favorable treatment under the Code. 
 It is the intent of Gaia that this Plan comply in all respects with any applicable
provisions of Code Section 409A with respect to Awards granted under this plan and any amendment or revision of such Awards, that any ambiguities or inconsistencies in construction of this Plan be interpreted and administered to give effect to
such intention and that if any provision of this Plan is found not to be in compliance with any applicable provisions of Code Section 409A such Plan provision shall be deemed null and void to the extent required to permit such Awards to comply
with any applicable provisions of Code Section 409A. Specifically, the Committee shall not have the authority to accelerate the time or schedule of any payment in a manner which is not permitted under Code Section 409A or the regulations
issued thereunder, or to grant or amend any Award in any manner which would result in an inclusion of any amount in gross income under Code Section 409A(a)(1). 

  
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 (g) The Company shall have the right to deduct from any payment made under
this Plan any federal, state, local or foreign income or other taxes required by law to be withheld with respect to such payment. It shall be a condition to any obligation of Gaia to issue Class A Shares, Other Gaia Securities or property,
other securities or property, or other forms of payment, or any combination thereof, upon exercise, settlement or payment of any Award under this Plan, that the Participant (or any Beneficiary or person entitled to act) pay to Gaia, upon its demand,
such amount as may be required by the Company for the purpose of satisfying any liability to withhold federal, state, local or foreign income or other taxes. If the amount requested is not paid, Gaia may refuse to issue Class A Shares, Other
Gaia Securities or property, other securities or property, or other forms of payment, or any combination thereof. Notwithstanding anything in this Plan to the contrary, the Committee may, in its discretion, permit a Participant (or any Beneficiary
or person entitled to act) to elect to pay a portion or all of the amount requested by the Company for such taxes with respect to such Award, at such time and in such manner as the Committee shall deem to be appropriate (including, but not limited
to, by authorizing Gaia to withhold, or agreeing to surrender to Gaia on or about the date such tax liability is determinable, Class A Shares, Other Gaia Securities or property, other securities or property, or other forms of payment, or any
combination thereof, owned by such person or a portion of such forms of payment that would otherwise be distributed, or have been distributed, as the case may be, pursuant to such Award to such person, having a Fair Market Value equal to the amount
of such taxes). 
 (h) The expenses of this Plan shall be borne by Gaia; provided, however, Gaia may
recover from a Participant or his Beneficiary, heirs or assigns any and all damages, fees, expenses and costs incurred by the Company arising out of any actions taken by a Participant in breach of this Plan or any agreement evidencing such
Participant’s Award. 
 (i) This Plan shall be unfunded. The Company shall not be required to establish any
special or separate fund or to make any other segregation of assets to assure the payment of any Award under this Plan, and rights to the payment of Awards shall be no greater than the rights of the Company’s general creditors. 

(j) By accepting any Award or other benefit under this Plan, each Participant and each person claiming under or through
such Participant shall be conclusively deemed to have indicated his acceptance and ratification of, and consent to, any action taken under this Plan by the Company, the Board, the Committee or the Designated Administrator (if applicable). 

(k) The appropriate officers of the Company shall cause to be filed any reports, returns or other information regarding
Awards hereunder of any Class A Shares issued pursuant hereto as may be required by applicable law and any applicable rules of any stock exchange or other market quotation system on which Class A Shares are listed. 

  
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 (l) The validity, construction, interpretation, administration and effect
of this Plan, and of its rules and regulations, and rights relating to this Plan and to Awards granted under this Plan, shall be governed by the substantive laws, but not the choice of law rules, of the State of Colorado. 

(m) Records of the Company shall be conclusive for all purposes under this Plan or any Award, unless determined by the
Committee to be incorrect. 
 (n) If any provision of this Plan or any Award is held to be illegal or invalid for any
reason, the illegality or invalidity shall not affect the remaining provisions of this Plan or any Award, but such provision shall be fully severable, and this Plan or Award, as applicable, shall be construed and enforced as if the illegal or
invalid provision had never been included in this Plan or Award, as applicable. 
 (o) The terms of this Plan shall
govern all Awards under this Plan and in no event shall the Committee have the power to grant any Award under this Plan that is contrary to any of the provisions of this Plan. 

(p) For purposes of interpretation of this Plan, the masculine pronoun includes the feminine and the singular includes
the plural wherever appropriate. 
 Section 19. Plan Amendment or Suspension. This Plan may be amended or
suspended in whole or in part at any time from time to time by the Board. No amendment of this Plan shall adversely affect in a material manner any right of any Participant with respect to any Award previously granted without such Participant’s
written consent, except as permitted under Section 13. 
 Section 20. Plan Termination. This Plan shall
terminate upon the earlier of the following dates or events to occur: 
 (a) the adoption of a resolution of the
Board terminating this Plan; or 
 (b) the close of business on the tenth anniversary of the Effective Date;
provided, however, that the Board may, prior to such date, extend the term of this Plan for an additional period of up to five years for the grant of Awards other than Incentive Stock Options. 

No termination of this Plan shall materially alter or impair any of the rights or obligations of any Participant, without such Participant’s consent,
under any Award previously granted under this Plan, except that subsequent to termination of this Plan, the Committee may make amendments or modifications permitted under Section 13. Notwithstanding anything in this Plan to the contrary, the
Committee shall not grant any Incentive Stock Options pursuant to this Plan after the tenth anniversary of the earlier to occur of (i) the date this Plan is adopted by the Board and (ii) the Effective Date. 

Section 21. Effective Date. This Plan shall become effective on and Awards may be granted on and after the date this
Plan is adopted by the Board, but no Award granted under this Plan may be exercised, and no shares shall be issued under this Plan, until the Effective Date. If the Effective Date does not occur within twelve months before or after the date on which
this Plan is adopted by the Board, then all Awards previously granted under the Plan shall terminate, and no further Awards shall be granted and no shares shall be issued under this Plan. 

  
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 APPENDIX A 

The following terms shall have the meaning indicated: 

“Actual Value” has the meaning set forth in Section 9. 

“Award” shall mean an award of rights to an Eligible Person under this Plan. 

“Award Period” has the meaning set forth in Section 9(b). 

“Beneficiary” has the meaning set forth in Section 16. 

“Board” shall mean the board of directors of Gaia. 

“Class A Shares” shall mean shares of Class A Common Stock, par value $.0001 per share, of Gaia and stock of any
other class into which such shares may thereafter be changed. 
 “Code” shall mean the Internal Revenue Code of
1986, as it now exists or may be amended from time to time, and the rules, regulations, and guidance promulgated thereunder, as they may exist or may be amended from time to time. 

“Code Section 409A” shall mean Section 409A of the Code, any rules, regulations and guidance promulgated
thereunder, as they may exist or may be amended from time to time, and any successor to such section. 
 “Committee”
shall mean the person or persons responsible for administering this Plan. The Board shall constitute the Committee until the Board appoints a Board Committee, after which time the Board Committee shall constitute the Committee, provided, however,
that at any time the Board may designate itself as the Committee or designate itself to administer certain of the Committee’s authority under this Plan, including administering certain Awards under this Plan, subject to satisfying the
requirements of Rule 16b-3 and Section 162(m), if applicable. The Board or the Board Committee may designate a Designated Administrator to constitute the Committee or to administer certain of the Committee’s authority under this Plan,
including administering certain Awards under this Plan, subject to the right of the Board or the Board Committee, as applicable, to revoke such designation at any time and to make such designation on such terms and conditions as it may determine in
its discretion. For purposes of this definition, the “Board Committee” shall mean a committee of the Board designated by the Board to administer this Plan. Except as otherwise determined by the Board, the Board Committee
(i) shall be comprised of not fewer than two directors, (ii) shall meet any applicable requirements under Rule 16b-3, including any requirement that the Board Committee consist of “nonemployee directors” (as defined in Rule
16b-3), (iii) shall meet any applicable requirements under Section 162(m), including any requirement that the Board Committee consist of “outside directors” (as defined in Treasury Regulation §1.162-27(e)(3)(i) or any
successor regulation), and (iv) shall meet any applicable requirements of any stock exchange or other market quotation system on which Class A Shares are listed. For purposes of this definition, the “Designated
Administrator” shall mean one or more persons designated by the Board or a Board Committee to act as a Designated Administrator pursuant to this Plan. Except as otherwise determined by the Board, a Designated Administrator shall only be
appointed if Rule 16b-3 and Section 162(m) permits such 







 
appointment and the exercise of any authority without adversely affecting the ability of Awards to officers of Gaia to comply with the conditions for Rule 16b-3 or Section 162(m). The
resolutions of the Board or Board Committee designating the authority of the Designated Administrator shall (i) specify the total number of Class A Shares subject to Awards that may be granted pursuant to this Plan by the Designated
Administrator, (ii) may not authorize the Designated Administrator to designate him or herself as the recipient of any Awards pursuant to this Plan and (iii) shall otherwise comply with the requirements of applicable law. 

“Company” shall mean Gaia and any parent, subsidiary or affiliate of Gaia. 

“Dividend Equivalents” shall mean an Award of cash or other Awards with a Fair Market Value equal to the dividends
which would have been paid on the Class A Shares underlying an outstanding Award of Restricted Stock Units had such Class A Shares been outstanding. 

“Effective Date” shall mean the date this plan is adopted by shareholders of Gaia. 

“Eligible Person(s)” shall mean those persons who are full or part-time employees of the Company or other individuals
who perform services for the Company, including, without limitation, directors who are not employees of the Company and consultants and advisors who perform services for the Company. 

“Exchange Act” shall mean the Securities Exchange Act of 1934, as it now exists or may be amended from time to time,
and the rules promulgated thereunder, as they may exist or may be amended from time to time. 
 “Fair Market Value”
shall mean such value rounded up to the nearest cent as determined by the Committee by reasonable application of a reasonable valuation method in accordance with applicable law, including Code Section 409A. 

“Gaia” shall mean Gaia, Inc., a Colorado corporation. 

“Incentive Stock Option” shall mean a Stock Option that is an incentive stock option as defined in Section 422 of
the Code. Incentive Stock Options are subject, in part, to the terms, conditions and restrictions described in Section 6. 

“Maximum Value” has the meaning set forth in subsection 9(a). 

“Nonqualified Stock Option” shall mean a Stock Option that is not an incentive stock option as defined in
Section 422 of the Code. Nonqualified Stock Options are subject, in part, to the terms, conditions and restrictions described in Section 6. 

“Other Gaia Securities” shall mean Gaia securities (which may include, but need not be limited to, unbundled stock
units or components thereof, debentures, preferred stock, warrants, securities convertible into Class A Shares or other property) other than Class A Shares. 

“Participant” shall mean an Eligible Person to whom an Award has been granted under this Plan. 

  
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 “Performance Grant” shall mean an Award subject, in part, to the terms,
conditions and restrictions described in Section 9, pursuant to which the recipient may become entitled to receive cash, Class A Shares, Other Gaia Securities or property, or other forms of payment, or any combination thereof, as
determined by the Committee. 
 “Permitted Transferee” means, except as otherwise determined by the Committee,
(i) any person defined as an employee in the Instructions to Registration Statement Form S-8 promulgated by the Securities and Exchange Commission, as such Form may be amended from time to time, which persons include, as of the date of adoption
of this Plan, executors, administrators or beneficiaries of the estates of deceased Participants, guardians or members of a committee for incompetent former Participants, or similar persons duly authorized by law to administer the estate or assets
of former Participants, (ii) Participants’ family members who acquire Awards from the Participant other than for value, through a gift or a domestic relations order, and (iii) any trust established for the benefit of any person
described in clause (i) above. For purposes of this definition, “family member” includes any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Participant’s household (other than a tenant or employee), a trust in which these persons have more than
fifty percent of the beneficial interest, a foundation in which these persons (or the Participant) control the management of assets, and any other entity in which these persons (or the Participant) own more than fifty percent of the voting
interests. For purposes of this definition, neither (i) a transfer under a domestic relations order in settlement of marital property rights; nor (ii) a transfer to an entity in which more than fifty percent of the voting interests are
owned by family members (or the Participant) in exchange for an interest in that entity is considered a transfer for “value”. 

“Plan” shall mean this Gaia, Inc. 2015 Long-Term Incentive Plan. 

“Purchased Option” shall mean a Stock Option that is sold to an Eligible Person at a price determined by the
Committee. Purchased Options are subject, in part, to the terms, conditions and restrictions described in Section 6. 

“Restricted Period” has the meaning set forth in Section 8(c). 

“Restricted Stock” shall mean an Award of Class A Shares that is issued subject, in part, to the terms,
conditions and restrictions described in Section 8. 
 “Restricted Stock Units” shall mean an Award of a right
to receive Class A Shares that is issued subject, in part, to the terms, conditions and restrictions described in Section 8. 

“Rule 16b-3” shall mean Rule 16b-3 promulgated by the Securities and Exchange Commission under the Exchange Act and
any successor rule. 
 “Section 162(m)” shall mean §162(m) of the Code, any rules or regulations promulgated
thereunder, as they may exist or may be amended from time to time, or any successor to such section. 

  
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 “Stock Appreciation Right” shall mean an Award of a right to receive
(without payment to Gaia) cash, Class A Shares, Other Gaia Securities or property, or other forms of payment, or any combination thereof, as determined by the Committee, based on the increase in the value of the number of Class A Shares
specified in the Stock Appreciation Right. Stock Appreciation Rights are subject, in part, to the terms, conditions and restrictions described in Section 7. 

“Stock Option” shall mean an Award of a right to purchase Class A Shares. The term Stock Option shall include
Nonqualified Stock Options, Incentive Stock Options and Purchased Options. 
 “Ten Percent Employee” shall mean an
employee of the Company who owns stock representing more than ten percent of the voting power of all classes of stock of Gaia or any parent or subsidiary of Gaia. 

“Treasury Regulation” shall mean a final, proposed or temporary regulation of the Department of Treasury under the
Code and any successor regulation. 

  
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