Exhibit
10.117


 


EXECUTIVE
EMPLOYMENT AGREEMENT


 


This
Executive Employment Agreement (this “Agreement”) is made and entered into as of November 2, 2019 (the “Effective
Date”) between TheMaven, Inc., a Delaware corporation (the “Company”) and Avi Zimak, an individual
(the “Executive”).


 


RECITALS


 


WHEREAS,
the Company desires to employ the Executive as Chief Revenue Officer and Head of Global Strategic Partnerships, and the Executive
desires to accept this offer of employment, effective as of the Effective Date.


 


WHEREAS,
the Company and the Executive have determined that the terms and conditions of this Agreement are reasonable and in their mutual
best interests and accordingly desire to enter into this Agreement in order to provide for the terms and conditions upon which
the Executive shall be employed by the Company.


 


NOW
THEREFORE, in consideration of the foregoing and the respective covenants, agreements and representations and warranties set
forth herein, the parties to this Agreement, intending to be legally bound, agree as follows:


 


Article
1.

TERMS OF EMPLOYMENT


 


1.1.
Employment and Acceptance.


 


(a).
Employment and Acceptance. On and subject to the terms and conditions of this Agreement, the Company shall employ the Executive
and the Executive hereby accepts such employment.


 


(b).
Title: Executive shall have the title of: Chief Revenue Officer and Head of Global Strategic Partnerships.


 


(c).
Responsibilities and Duties. The Executive’s duties shall consist of such duties and responsibilities as are consistent
with the position of a Chief Revenue Officer and Head of Global Strategic Partnerships, including duties and responsibilities
as are mutually determined from time to time by the Chief Executive Officer of the Company (the “CEO”) and
the Executive.


 


(d).
Reporting. The Executive shall report directly to the CEO.


 


(e).
Performance of Duties; Travel. With respect to Executive’s duties hereunder, at all times, the Executive shall be
subject to the reasonable instructions, control, and direction of the Board, and act in accordance with the Company’s Certificate
of Incorporation, bylaws and other governing policies, rules and regulations (copies of which shall be provided to Executive),
except to the extent that the Executive is aware that such documents conflict with applicable law. The Executive shall devote
Executive’s business time, attention and ability to serving the Company on an exclusive and full-time basis as aforesaid
and as the CEO may reasonably require, provided that the foregoing shall not prevent the Executive from (i) serving on the boards
of non-profit organizations, upon advance written approval from the CEO or Chief Operating Officer (“COO”), which
shall not be unreasonably withheld, or (ii) managing the Executive’s and Executive’s family’s passive personal
investments, so long as such activities in the aggregate do not materially interfere or materially conflict with the Executive’s
duties hereunder. The Executive will promptly disclose to the Company any conflicts or potential conflicts of interest, and may
not perform any decision-making role in any activities in which such a conflict arises. The Executive shall also travel as reasonably
required by Executive’s duties hereunder and shall comply with the Company’s then-current travel policies as approved
by the CEO. During the term of this Agreement, Executive shall be entitled to business class travel for all air travel related
to the performance of his services hereunder on the same basis as the CEO (but in all cases on air travel in excess of four hours
in duration).


 




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(f).
Location. Executive shall be based primarily in the Company’s New York City office.


 


(g).
Officer. The Executive shall, if requested, also serve as an officer of the Company or of any affiliate of the Company
for no additional compensation.


 


1.2
Compensation and Benefits.


 


(a).
Annual Salary. The Executive shall receive an annual salary of $450,000 (such annual base salary, as such amount may be
increased in accordance with this Agreement, the “Annual Salary”), which may not be decreased without the consent
of the Executive. The Annual Salary shall be payable in accordance with the payment schedule as used by the Company for its senior-level
Executives from time to time (but with pro-rata installments paid at least twice per calendar month), less such deductions as
shall be required to be withheld by applicable law and regulation and consistent with the Company’s practices. The Annual
Salary payable to the Executive will be reviewed, and may be increased, annually by the CEO.


 


(b).
Bonus.


 


(i).
For each calendar year during the Term starting with calendar year 2019, the Executive shall be eligible to earn an annual bonus
(the “Annual Bonus”) of up to $450,000 based upon the achievement in each calendar year of the Annual Revenue
Target, such amount to be pro-rated for partial years. In the event that in any calendar year the Company achieves 80% or more,
but less than 100%, of the Annual Revenue Target, the Annual Bonus with respect to such calendar year shall equal the percentage
of the Annual Revenue Target achieved multiplied by $450,000.


 


(ii).
Bonus payments will be made quarterly (each a “Quarterly Payment”). Each Quarterly Payment will be based on
the Annual Revenue Target extrapolated from the revenue, excluding subscription revenue, for the Company during such year up to
and including that quarter. Each Quarterly Payment will be paid within one and a half months of the end of the applicable quarter,
provided the Executive remains an employee in good standing with the Company as of the date of payment. Notwithstanding the foregoing,
in the event Executive dies, becomes Permanently Incapacitated, is terminated without Cause or resigns for Good Reason, Executive
shall be entitled to receive the Annual Bonus that would have been earned by the Executive had the Executive been employed with
the Company as of the date of payment of such Annual Bonus for such calendar year, such amount to be pro-rated for partial years
(including, for the avoidance of doubt, partial years by reason of such termination occurring prior to December 31 of such calendar
year). In the event Executive dies, becomes Permanently Incapacitated, is terminated without Cause or resigns for Good Reason,
any payment pursuant to this Section 1.2(b)(ii) is subject to the obligations set forth in Section 1.3(c)(iii).


 




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(iii).
Within 60 days following the end of the applicable calendar year, the Company shall conduct a reconciliation (a “Reconciliation”)
of the Quarterly Payments for such calendar year against the actual Annual Bonus earned for such year and provide the Executive
with a breakdown in accordance with the notice provisions of the Agreement (“Reconciliation Notice”). It is
specifically understood that if Executive’s employment ends prior to the end of the applicable year, the calculations the
Annual Bonus under this Section 1.2(b)(iii) will be pro-rated based on the amount of time during such year for which the payment
of such Annual Bonus was earned under Section 1.2(b)(ii).


 


(iv).
In the event it is determined as a result of the Reconciliation that the sum of the Quarterly Payments was less than the actual
Annual Bonus for the applicable calendar year, the Company will pay the difference to the Executive within 30 days following the
sending of the Reconciliation Notice. In the event of an overpayment to the Executive, such overpayment shall be deducted from
the subsequent Quarterly Payment (but such deduction shall not be reflected in the Reconciliation for such subsequent period).


 


(c).
Stock Option Grant. Within 30 days following the date hereof, the Company will grant to the Executive a ten-year option
(the “Option”) to purchase up to an aggregate of 2,250,000 shares of the common stock (“Common Stock”)
of the Company (the “Option Shares”) pursuant to the Company’s 2019 Equity Incentive Plan (the “Plan”).
The Option shall be subject to the terms and conditions set forth in the Plan. The Option shall vest as follows:


 


(i).
In accordance with the terms of the Plan, the portion of the Option to acquire 1,125,000 Option Shares (the “Performance
Option”) of Common Stock will vest based on the performance targets set forth in paragraphs (A), (B) and (C) below:


 


(A).
On December 31, 2020:


 


(1)
In the event the Company achieves the Annual Revenue Target for 2020, the Performance Option with respect to 375,000 Option Shares
shall vest;


 


(2)
In the event the Company achieves 80% or more, but less than 100%, of the Annual Revenue Target for 2020, the Performance Option
with respect to a number of Option Shares shall vest equal to the percentage of the Annual Revenue Target achieved multiplied
by 375,000 shares; or


 




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(3)
In the event the Company achieves less than 80% the Annual Revenue Target for 2020, the Performance Option with respect to no
Option Shares shall vest.


 


(B).
On December 31, 2021:


 


(1)
In the event the Company achieves the Annual Revenue Target for 2021, the Performance Option with respect to 375,000 Option Shares
shall vest;


 


(2)
In the event the Company achieves 80% or more, but less than 100%, of the Annual Revenue Target for 2021, the Performance Option
with respect to a number of Option Shares shall vest equal to the percentage of the Annual Revenue Target achieved multiplied
by 375,000 shares; or


 


(3)
In the event the Company achieves less than 80% the Annual Revenue Target for 2021, the Performance Option with respect to no
Option Shares shall vest.


 


(C).
On December 31, 2022:


 


(1)
In the event the Company achieves the Annual Revenue Target for 2022, the Performance Option with respect to 375,000 Option Shares
shall vest;


 


(2)
In the event the Company achieves 80% or more, but less than 100%, of the Annual Revenue Target for 2022, the Performance Option
with respect to a number of Option Shares shall vest equal to the percentage of the Annual Revenue Target achieved multiplied
by 375,000 shares; or


 


(3)
In the event the Company achieves less than 80% the Annual Revenue Target for 2022, the Performance Option with respect to no
Option Shares shall vest.


 


(ii).
In accordance with the terms of the Plan, the portion of the Option to acquire 1,125,000 Option Shares (the “Time Option”)
is subject, among other restrictions set forth in the Plan, to monthly vesting over 36 months commencing from the Effective Date,
with 1/3 vesting after 12 months, and 1/36th vesting at the end of each month thereafter and concluding 36 months from
the Effective Date, and to the Company’s right to cancel a portion the Time Options as described in the Plan.


 


(iii).
In connection with the Options:


 


(A).
The Executive acknowledges that as of the date of this Agreement, the Option Shares are not authorized and available for issuance,
therefore the Options are considered to be unfunded options. The Executive agrees that no portion of the Option may be exercised
except in accordance with the vesting conditions and exercise dates set forth in this Agreement. The Company agrees to timely
increase the authorized shares of common stock of the Company in sufficient number of shares to permit the exercise from time
to time of the Option in accordance with the vesting conditions and exercise dates set forth in this Agreement.


 




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(B).
If the majority of C-level executives are provided additional Common Stock, options or other equity incentives by the board of
directors as part of an incentive plan or otherwise, the Executive will participate in such grants or incentive plan on the same
terms and conditions and on a pro-rata basis, compared to the average increase in shares for other adjacent C-level executives
(not including the CEO). Notwithstanding the forgoing, the Executive will not be eligible to participate in grants or incentives
to the extent awarded to other personnel to address dilution resulting from or in connection with the acquisition by the Company
of TheStreet, Inc. or the entry by the Company into that certain Licensing Agreement dated as of June 14, 2019 between the Company
and ABG-SI LLC.


 


(d).
Restricted Stock Unit Award. As of the Effective Date, the Executive will be awarded restricted stock units (the “RSU
Grant”) for 250,000 shares of Common Stock (the “RSU Shares”). The RSU Grant shall vest on the first
anniversary of the Effective Date, so long as the Executive is continuously employed by the Company or any affiliate thereof,
and the underlying RSU Shares shall be delivered to Executive upon the earlier to occur of (i) the 5th anniversary
of the date of this Agreement and (ii) the date of any change of control transaction of the Company. The Executive acknowledges
that at the time of the RSU Grant the RSU Shares are not authorized and available for issuance, therefore the RSU Grant is considered
to be unfunded. The Executive agrees that no part of RSU Grant may vest except in accordance with the vesting conditions and exercise
date set forth in this Agreement. The Company agrees to timely increase the authorized shares of common stock of the Company in
sufficient number of shares to permit the exercise of the RSU Grant in accordance with the vesting conditions and exercise date
set forth in this Agreement. Notwithstanding the foregoing, if the Executive dies, becomes Permanently Incapacitated, resigns
for Good Reason or is terminated without Cause prior to the first anniversary of the Effective Date, the RSU Grant shall automatically
vest and the underlying RSU Shares shall be delivered to Executive upon the earlier to occur of (i) the 5th anniversary of the
date of this Agreement and (ii) the date of any change of control transaction of the Company.


 


(e).
Signing Bonus. So long as the Executive remains an employee in good standing with the Company as of the date of payment,
the Executive shall be paid a one-time signing bonus (the “Signing Bonus”) in the amount of $250,000 (less
such withholdings and deductions as shall be required by applicable law and regulation and consistent with the Company’s
practices) on or before the next regular payroll date following the commencement of the Executive’s employment. In the event
the Executive is terminated for Cause (as defined in this Agreement) or resigns other than for Good Reason (as defined in this
Agreement) on or before the second anniversary of the Effective Date, the Executive shall be obligated to repay to the Company
the Signing Bonus within 14 days of the Executive’s last day of employment. Moreover, unless there is a good faith dispute
between Executive and the Company as to whether Executive is required to repay the Signing Bonus in accordance with the immediately
preceding sentence, in the event the Company is required to initiate legal proceedings to recoup the Signing Bonus, the Executive
shall reimburse the Company for all attorneys’ fees and legal costs associated with recouping the Signing Bonus. For purposes
of clarity, if the Executive dies, becomes Permanently Incapacitated, resigns for Good Reason or is terminated without Cause,
the Executive shall not be required to repay the Signing Bonus.


 




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(f).
Expenses. The Executive shall be reimbursed for all ordinary and necessary out-of-pocket business expenses reasonably and
actually incurred or paid by the Executive in the performance of the Executive’s duties in accordance with the Company’s
policies applicable to executives of like seniority, and in the case of travel and accommodation expenses, applicable to the CEO
and President of the Company (but subject to the specific approval of the CEO or the President of the Company in each instance)
upon presentation of such expense statements or vouchers or such other supporting information as the Company may require.


 


(g).
Benefits. The Executive shall be entitled to fully participate in all benefit plans that are in place and available to
the CEO and President of the Company from time to time, including, without limitation, medical, dental, vision and life insurance
(if offered), in each case subject to the general eligibility, participation and other provisions set forth in such plans. Without
limiting the foregoing, with respect to Executive’s services, the Company shall indemnify Executive to the maximum extent
set forth in the organizational documents of the Company and Executive shall be covered on a Company directors and officers errors
and omissions insurance policy to the same extent that any other person is so covered.


 


(h).
Paid Time Off. The Executive shall be entitled to paid time off based on the Company’s policies applicable to other
C-level executives in effect from time to time, provided such duration shall not be less than four weeks annually.


 


(i).
Clawback Provisions. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation,
or any other compensation, paid to the Executive pursuant to this Agreement or any other agreement or arrangement with the Company
which is subject to recovery under any law, government regulation, or stock exchange listing requirement, will be subject to such
deductions and clawback as may be required to be made pursuant to such law, government regulation, or stock exchange listing requirement.


 


1.3
Term; Termination of Employment.


 


(a).
Term. The Executive’s initial term of employment hereunder shall begin on the date of commencement of Executive employment
with the Company, and, unless earlier terminated pursuant to Sections 1.3(b) or 1.3(c), shall continue until the second anniversary
of such date (the “Initial Term”), and, if not so earlier terminated, shall be automatically renewed for additional
one (1) year terms (each a “Renewal Term”, and together with the Initial Term, the “Term”)
thereafter unless written notice to the contrary is provided by either party to the other at least ninety (90) days prior to the
expiration of the Initial Term or then-existing Renewal Term, as applicable.


 




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(b).
Early Termination. The term of this Agreement may be earlier terminated by the Executive or the Company as follows:


 


(i).
Termination for Cause. The Company may terminate the Executive’s employment at any time for Cause upon written notice
to the Executive setting forth the termination date and, in reasonable detail, the circumstances claimed to provide a basis for
termination pursuant to this Section 1.3(b)(i), without any requirement of a notice period and without payment of any compensation
of any nature or kind; provided, however, that if the Cause is pursuant to subsections (i), (ii), (vi) or (vii)
of the definition of Cause (appearing below), the Chief Executive Officer must give the Executive the written notice referenced
above within (30) days of the date that the Chief Executive becomes aware or has knowledge of, or reasonably should have become
aware or had knowledge of, such act or omission, and the Executive will have thirty (30) days to cure such act or omission. Upon
payment of the amounts set forth in Section 1.3(d), the Executive shall not be entitled to any benefits or payments (other than
those required under Section 1.3(d) hereof), including any payment under the terms of the Plan.


 


(ii).
Termination without Cause. The Company may terminate the Executive’s employment at any time without Cause upon written
notice to the Executive, subject to Section 1.3(c) and 1.3(d).


 


(iii).
Permanent Incapacity. In the event of the “Permanent Incapacity” of the Executive (which shall mean
by reason of illness or disease or accidental bodily injury, the Executive is so disabled that the Executive is unable to ever
work again), the Executive may thereupon be terminated by the Company upon written notice to the Executive without payment of
any severance of any nature or kind (including, without limitation, by way of anticipated earnings, damages or payment in lieu
of notice); provided that, in the event of the Executive’s termination pursuant to this Subsection 1.3(b)(iii), the Company
shall pay or cause to be paid to the Executive (i) the amounts specified in Section 1.2(b), provided that the Executive signs
and does not revoke the release agreement referred to in Section 1.3(c)(iii), and amounts prescribed by Section 1.3(d) below through
the date of Permanent Incapacity, and (ii) the amounts specified in any benefit and insurance plans applicable to the Executive
as being payable in the event of the permanent incapacity or disability of the Executive, such sums to be paid in accordance with
the provisions of those plans as then in effect.


 


(iv).
Death. If the Executive’s employment is terminated by reason of the Executive’s death, the Executive’s
beneficiaries or estate will be entitled to receive and the Company shall pay or cause to be paid to them or it, as the case may
be, (i) the amounts specified in Section 1.2(b), provided that the Executive signs and does not revoke the release agreement referred
to in Section 1.3(c)(iii), and amounts prescribed by Section 1.3(d) through the date of death, and (ii) the amounts specified
in any benefit and insurance plans applicable to the Executive as being payable in the event of the death of the Executive, such
sums to be paid in accordance with the provisions of those plans as then in effect.


 


(v).
Termination by Executive. The Executive may terminate employment with the Company upon giving 30 days’ written notice
or such shorter period of notice as the Company may accept. The Executive may resign for Good Reason subject to Section 1.3(c)
and 1.3(d). If the Executive resigns for any reason not constituting Good Reason, the Executive shall not be entitled to any severance
or other benefits (other than those required under Section 1.3(d)).


 




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(c).
Termination without Cause or by the Executive for Good Reason. If the Executive’s employment with the Company is
terminated prior to the end of the Term, by the Company without Cause or by the Executive for Good Reason, then the Executive
shall receive the payments and benefits described in this Section 1.3(c).


 


(i).
Executive shall be entitled to (i) any amounts owed to the Executive pursuant Section 1.3(d), (ii) if Executive dies, becomes
Permanently Incapacitated, is terminated for Cause or resigns for Good Reason prior to the first anniversary of the Effective
Date, the RSU Grant and RSU Shares in accordance with Section 1.2(d), (iii) any amount owed pursuant to Section 1.2; (iv) if such
termination occurs during the Initial Term, to receive salary continuation (i.e., not a lump sum payment) through the longer of
(x) the end of the Initial Term and (y) one year following the Executive’s date of termination (the “Termination
Date”), and (v) if such termination occurs during a Renewal Term, to receive salary continuation (i.e., not a lump sum
payment) for a period of one year following the Termination Date. The period through which severance is paid pursuant to subclause
(iv) or subclause (v) to the Executive hereunder is referred to herein as the “Severance Period”. Payments
described in subclause (iv) or subclause (v) hereunder shall commence to be paid on the 60th day following the Termination Date,
provided that the first payment shall include all of the payments which should have been paid prior to such date, but were not
paid as a result of this sentence.


 


(ii).
If the Executive elects to receive continued medical, dental or vision coverage under one or more of the Company’s healthcare
plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company
shall directly pay, or reimburse the Executive, a portion of the COBRA premiums (based on the amount paid by the Company immediately
prior to the Executive’s Termination Date) for the Executive and the Executive’s covered dependents under such plans
during the period commencing on the Termination Date and ending upon the earliest of (X) the expiration of the Severance Period,
(Y) the date that the Executive and/or Executive’s covered dependents become no longer eligible for COBRA or (Z) the date
the Executive becomes eligible to receive healthcare coverage from a subsequent employer (and the Executive agrees to promptly
notify the Company of such eligibility). Notwithstanding the foregoing, if the Company cannot provide the foregoing COBRA premiums
without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or
incurring an excise tax, the Company shall in lieu thereof provide to the Executive a taxable monthly payment in an amount equal
to the monthly COBRA premium that the Executive would be required to pay to continue Executive’s and Executive’s covered
dependents’ group health coverage in effect on the Termination Date (which amount shall equal the amount paid by the Company
immediately prior to the Executive’s Termination Date), less the amount Executive would have had to pay to receive group
health coverage for Executive and Executive’s covered dependents based on the cost sharing levels in effect on the Termination
Date, which payments shall be made regardless of whether the Executive elects COBRA continuation coverage and shall commence in
the month following the month in which the Termination Date occurs and shall end on the earlier of (X) the expiration of the Severance
Period, (Y) the date that the Executive and/or Executive’s covered dependents become no longer eligible for COBRA or (Z)
the date the Executive becomes eligible to receive healthcare coverage from a subsequent employer (and Executive agrees to promptly
notify the Company of such eligibility).


 




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(iii).
The payments and benefits described in Section 1.3(c)(i) and Section 1.3(c)(ii), along with the vesting features of the Executive’s
equity awards as set forth in this Agreement, are the only severance, benefits or other payments in lieu of notice that the Executive
will be entitled to receive under this Agreement. Any right of the Executive (or the Executive’s estate) to payments and
benefits pursuant to Section 1.3(c)(i) and Section 1.3(c)(ii) shall be contingent on Executive (or an authorized representative
of Executive’s estate) signing and not revoking a standard form of release agreement with the Company in the form attached
hereto as Exhibit A (as such form may be modified solely to the extent required to conform to applicable laws).


 


(d).
Company Obligations upon Termination. Upon termination of Executive’s employment pursuant to any of the circumstances
listed in Section 1.3(b), Executive (or Executive’s estate) shall be entitled to receive: (i) the portion of Executive’s
Annual Salary earned through the date of termination, but not yet paid to Executive, (ii) any vacation time that has been accrued
but unused to the extent consistent with Company policy, (iii) any expense reimbursements owed to Executive pursuant to this Agreement,
and (iv) any amount accrued and arising from Executive’s participation in, or benefits accrued under any employee benefit
plans, programs or arrangements, which amounts shall be payable in accordance with the terms and conditions of such employee benefit
plans, programs or arrangements.


 


(e).
Statutory Deductions. All payments required to be made to the Executive, his beneficiaries, or his estate under this Section
shall be made net of all deductions required to be withheld by applicable law and regulation. The Executive shall be solely responsible
for the satisfaction of any taxes (including employment taxes imposed on employees and taxes on nonqualified deferred compensation).
Although the Company intends and expects that the Plan and its payments and benefits will not give rise to taxes imposed under
Code Section 409A, unless the Company is in breach of its obligations hereunder or applicable law with respect to taxes imposed
under Code Section 409A, neither the Company nor its employees, directors, or their agents shall have any obligation to hold the
Executive harmless from any or all of such taxes or associated interest or penalties.


 


(f).
Fair and Reasonable, etc. The parties acknowledge and agree that the payment provisions contained in this Section are fair
and reasonable, and the Executive acknowledges and agrees that such payments are inclusive of any notice or pay in lieu of notice
or vacation or severance pay to which he would otherwise be entitled under statute, pursuant to common law or otherwise in the
event that his employment is terminated pursuant to or as contemplated in this Section 1.3.


 




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1.4
Restrictive Covenants.


 


(a).
Non-Solicitation of Employees. During the Executive’s employment and for a period of one year following the termination
of the Executive’s employment with the Company for any reason, the Executive agrees and covenants not to directly or indirectly,
alone or in concert with others, solicit, encourage, influence, recruit, or induce or attempt to solicit, encourage, influence,
recruit or induce, or direct any other person or entity to take any of the aforementioned actions, any employee of the Company
to cease working for the Company and/or to begin working with any other person or entity. This non-solicitation provision explicitly
covers all forms of oral, written, or electronic communication, including, but not limited to, communications by email, regular
mail, express mail, telephone, fax, instant message, and social media, including, but not limited to, Facebook, LinkedIn, Instagram,
and Twitter, and any other social media platform, whether or not in existence at the time of entering into this Agreement.


 


Notwithstanding
the foregoing, this Section shall not deemed to have been breached or violated by the placement of general advertisements that
may be targeted to a particular geographic or technical area but that are not specifically targeted toward employees of the Company.


 


(b).
Non-Solicitation of Customers. The Company has a legitimate business interest in protecting its substantial and ongoing
customer relationships. The Executive understands and acknowledges that because of the Executive’s experience with and relationship
to the Company, the Executive will have access to and learn about much or all of the Company’s customer information. “Customer
Information” includes, but is not limited to, names, phone numbers, addresses, e-mail addresses, order history, order
preferences, chain of command, pricing information, and other information identifying facts and circumstances specific to the
customer and relevant to customer sales and the provision to customers of services.


 


The
Executive understands and acknowledges that loss of this customer relationship and/or goodwill will cause significant and irreparable
harm.


 


In
exchange for the Executive’s employment by the Company, and based on the Executive’s access to Customer Information
during the Executive’s employment and/or after the termination of the Executive’s employment with the Company for
any reason, the Executive agrees and covenants that, during the Executive’s employment and for a period of one year following
the termination of the Executive’s employment with the Company for any reason, the Executive will not directly or indirectly
solicit, contact (including but not limited to e-mail, regular mail, express mail, telephone, fax, instant message, or social
media, including but not limited to Facebook, LinkedIn, Instagram or Twitter, or any other social media platform, whether or not
in existence at the time of entering into this Agreement), attempt to contact, or meet with the Company’s customers or prospective
customers as described below for purposes of offering or accepting goods or services competitive with those offered by the Company.


 




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This
restriction shall only apply to:


 


(i).
Customers the Executive contacted in any way during the past 12 months;


 


(ii).
Customers about whom the Executive has trade secret or confidential information;


 


(iii).
Customers who became customers during the Executive’s employment with the Company;


 


(iv).
Customers about whom the Executive has information that is not available publicly; and


 


(v).
Prospective customers with whom the Executive is engaged in active sales communications or with whom the Executive is aware that
the Company is otherwise engaged in active sales communications.


 


(c).
Confidential Information; Proprietary Rights. You will have access to the trade secrets, business plans, and production
processes of the Company. You will be required to sign a customary Confidentiality and Proprietary Rights Agreement with the Company.


 


(d).
Acknowledgment by the Executive. The Executive acknowledges and confirms that: (i) the restrictive covenants contained
in this Section 1.4 are reasonably necessary to protect the legitimate business interests of the Company; (ii) the restrictions
contained in this Section 1.4 (including, without limitation, the length of the term of the provisions of this Section 1.4) are
not overbroad, overlong, or unfair and are not the result of overreaching, duress, or coercion of any kind; and (iii) the Executive’s
entry into this Agreement and, specifically this Section 1.4, is a material inducement and required condition to the Company’s
entry into this Agreement.


 


(e).
Reformation by Court. In the event that a court of competent jurisdiction shall determine that any provision of this Section
1.4 is invalid or more restrictive than permitted under the governing law of such jurisdiction, then only as to enforcement of
this Section 1.4 within the jurisdiction of such court, such provision shall be interpreted and enforced as if it provided for
the maximum restriction permitted under such governing law.


 


(f).
Survival. The provisions of this Section 1.4 shall survive the termination of this Agreement.


 


(g).
Injunction. It is recognized and hereby acknowledged by the parties hereto that a breach by the Executive of any of the
covenants contained in this Section 1.4 will cause irreparable harm and damage to the Company, the monetary amount of which may
be virtually impossible to ascertain. As a result, the Executive recognizes and hereby acknowledges that the Company shall be
entitled to an injunction from any court of competent jurisdiction enjoining and restraining any violation of any or all of the
covenants contained in this Section 1.4 by the Executive or any of Executive’s Affiliates, associates, partners or agents,
either directly or indirectly, and that such right to injunction shall be cumulative and in addition to whatever other remedies
the Company may possess.


 




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1.5
Definitions. The following capitalized terms used herein shall have the following meanings:


 


(a).
“Affiliate” shall mean, with respect to any Person, any other Person, directly or indirectly, controlling,
controlled by or under common control with such Person.


 


(b).
“Agreement” shall mean this Agreement, as amended from time to time.


 


(c).
“Annual Revenue Target” shall mean, in respect of any calendar year, the annual revenue target, excluding subscription
revenue, for the Company for such calendar year as approved and/or revised by the Board, in effect on the last day of such calendar
year.


 


(d).
“Annual Salary” shall have the meaning specified in Section 1.2(a).


 


(e).
“Board” shall mean the Board of Directors of the Company.


 


(f).
“Cause” means the (i) Executive’s willful and continued failure substantially to perform the duties of
the Executive under this Agreement (other than any such failure resulting from incapacity due to physical or mental illness),
provided that the mere failure to achieve specified objectives shall not constitute Cause; (ii) the Executive’s willful
and continued failure to comply with any valid and legal directive of the Chief Executive Officer in accordance with this Agreement,
provided that the mere failure to achieve specified objectives shall not constitute Cause; (iii) the Executive’s engagement
in illegal conduct or willful misconduct, which is, in each case, materially and demonstrably injurious to the Company or its
Affiliates; (iv) the Executive’s embezzlement, misappropriation, or fraud against the Company or any of its Affiliates;
(v) the Executive’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law
equivalent), if such felony is work-related, materially impairs the Executive’s ability to perform services for the Company,
or results in a material loss to the Company or material damage to the reputation of the Company; (vi) the Executive’s failure
to comply in any material respect with a material policy of the Company that has been previously delivered to the Executive in
writing if such failure causes material harm to the Company; or (vii) the Executive’s material breach of any material obligation
under this Agreement or any other written agreement between the Executive 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 the Executive in bad faith
or without reasonable belief that the Executive’s action or omission was in the best interests of the Company.


 


(g).
“Code” shall have the meaning of the Internal Revenue Code of 1986, as it may be amended from time to time.


 


(h).
“Company” shall have the meaning specified in the introductory paragraph hereof; provided that, (i) “Company”
shall include any successor to the Company and (ii) for purposes of Section 1.4, the term “Company” also shall include
any existing or future subsidiaries of the Company that are operating during the Term of this Agreement.


 




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(i).
“Good Reason” shall mean any of the following events, which has not been either
consented to in advance by the Executive in writing or, with respect only to subsections (ii), or (v) below, cured by the Company
within a reasonable period of time, not to exceed 30 days, after the Executive provides written notice
within 30 days of the initial existence of (or, if later, the Executive’s knowledge of the existence of) one or more of
the following events: (i) a decrease in the Annual Salary; (ii) a material breach of this
Agreement, or any other written agreement between the Executive and the Company, by the Company;
(iii) a material diminution or reduction in the Executive’s responsibilities, duties
or authority; (iv) requiring the Executive to take any action which would violate any federal
or state law; or (v) any requirement that the Executive’s duties be performed more than 50 miles outside of New York City
more than two (2) days per week on average, (it being understood that certain weeks will require lengthier stays outside of New
York City). Good Reason shall not exist unless the Executive terminates his employment within
seventy-five (75) days following the initial existence of (or, if later, the Executive’s knowledge of the existence of)
the condition or conditions that the Company has failed to cure, if applicable.


 


(j).
“Person” shall mean any individual, corporation (including any non-profit corporation), general partnership,
limited partnership, limited liability partnership, joint venture, estate, trust, company (including any limited liability company
or joint stock company), firm or other enterprise, association, organization or entity.


 


Article
2.

MISCELLANEOUS PROVISIONS


 


2.1
Further Assurances. Each of the parties hereto shall execute and cause to be delivered to the other party hereto such instruments
and other documents, and shall take such other actions, as such other party may reasonably request for the purpose of carrying
out or evidencing any of the transactions contemplated by this Agreement.


 


2.2
Notices. All notices hereunder shall be in writing and shall be sent by (a) certified or registered mail, return receipt
requested, (b) national prepaid overnight delivery service, (c) electronic transmission (following with hard copies to be sent
by prepaid overnight delivery Service) or (d) personal delivery with receipt acknowledged in writing. All notices shall be addressed
to the parties hereto at their respective addresses as set forth below (except that any party hereto may from time to time upon
fifteen days’ written notice change its address for that purpose), and shall be effective on the date when actually received
or refused by the party to whom the same is directed (except to the extent sent by registered or certified mail, in which event
such notice shall be deemed given on the third day after mailing).


 


(a).
If to the Company:


 


TheMaven,
Inc.


1500
Fourth Avenue, Suite 200


Seattle,
WA 98101


Email:
hr@maven.io


 




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(b).
If to the Executive:


 


Avi
Zimak


________________


________________


Email:
______________


 


2.3
Headings. The underlined or boldfaced headings contained in this Agreement are for convenience of reference only, shall
not be deemed to be a part of this Agreement and shall not be referred to in connection with the construction or interpretation
of this Agreement.


 


2.4
Counterparts. This Agreement may be executed in several counterparts, each of which shall constitute an original and all
of which, when taken together, shall constitute one agreement.


 


2.5
Governing Law; Jurisdiction and Venue.


 


(a).
This Agreement shall be construed in accordance with, and governed in all respects by, the internal laws of the State of New York
(without giving effect to principles of conflicts of laws), except to the extent preempted by federal law.


 


(b).
Any legal action or other legal proceeding relating to this Agreement or the enforcement of any provision of this Agreement shall
be brought or otherwise commenced exclusively in any state or federal court located in New York County,
New York.


 


2.6
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors
and assigns (if any). The Company will use commercially reasonable efforts to require any successor (whether direct or indirect,
by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company expressly
to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would have been required
to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean both the Company
as defined above and any such successor that assumes and agrees to perform this Agreement, by operation of law or otherwise. The
Executive shall not assign this Agreement or any of the Executive’s rights or obligations hereunder (by operation of law
or otherwise) to any Person without the consent of the Company.


 


2.7
Remedies Cumulative; Specific Performance. The rights and remedies of the parties hereto shall be cumulative (and not alternative).
The parties to this Agreement agree that, in the event of any breach or threatened breach by any party to this Agreement of any
covenant, obligation or other provision set forth in this Agreement for the benefit of any other party to this Agreement, such
other party shall be entitled (in addition to any other remedy that may be available to it) to (a) a decree or order of specific
performance or mandamus to enforce the observance and performance of such covenant, obligation or other provision, and (b) an
injunction restraining such breach or threatened breach. The parties to this Agreement further agree that in the event the Executive
prevails on any material claim (in a final adjudication) in any legal proceeding brought against the Company to enforce the Executive’s
rights under this Agreement, the Company will reimburse the Executive for the reasonable legal fees incurred by the Executive
in connection with such proceeding.


 




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2.8
Waiver. No failure on the part of any Person to exercise any power, right, privilege or remedy under this Agreement, and
no delay on the part of any Person in exercising any power, right, privilege or remedy under this Agreement, shall operate as
a waiver of such power, right, privilege or remedy and no single or partial exercise of any such power, right, privilege or remedy
shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. No Person shall be deemed
to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless
the waiver of statutory claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed
and delivered on behalf of such Person; and any such waiver shall not be applicable or have any effect except in the specific
instance in which it is given.


 


2.9
Code Section 409A Compliance. To the extent amounts or benefits that become payable under this Agreement on account of
the Executive’s termination of employment (other than by reason of the Executive’s death) constitute a distribution
under a “nonqualified deferred compensation plan” within the meaning of Code Section 409A (“Deferred Compensation”),
the Executive’s termination of employment shall be deemed to occur on the date that the Executive incurs a “separation
from Service” with the Company within the meaning of Treasury Regulation Section 1.409A-1(h). If at the time of the Executive’s
separation from service, the Executive is a “specified Executive” (within the meaning of Code Section 409A and Treasury
Regulation Section 1.409A-1(i)), the payment of such Deferred Compensation shall commence on the first business day of the seventh
month following the Executive’s separation from Service and the Company shall then pay the Executive, without interest,
all such Deferred Compensation that would have otherwise been paid under this Agreement during the first six months following
the Executive’s separation from service had the Executive not been a specified Executive. Thereafter, the Company shall
pay Executive any remaining unpaid Deferred Compensation in accordance with this Agreement as if there had not been a six-month
delay imposed by this paragraph. If any expense reimbursement by the Executive under this Agreement is determined to be Deferred
Compensation, then the reimbursement shall be made to the Executive as soon as practicable after submission for the reimbursement,
but no later than December 31 of the year following the year during which such expense was incurred. Any reimbursement amount
provided in one year shall not affect the amount eligible for reimbursement in another year and the right to such reimbursement
shall not be subject to liquidation or exchange for another benefit. In addition, if any provision of this Agreement would subject
the Executive to any additional tax or interest under Code Section 409A, then the Company shall, subject to the Executive’s
consent (such consent not be unreasonably withheld, conditioned or delayed), reform such provision; provided that the Company
shall (x) maintain, to the maximum extent practicable, the original intent of the applicable provision without subjecting the
Executive to such additional tax or interest and (y) not incur any additional compensation expense as a result of such reformation.
For purposes of Code Section 409A, Executive’s right to receive installment payments pursuant to this Agreement shall be
treated as a right to receive a series of separate and distinct payments.


 




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2.10
Amendments. This Agreement may not be amended, modified, altered or supplemented other than by means of a written instrument
duly executed and delivered on behalf of all of the parties hereto.


 


2.11
Severability. In the event that any provision of this Agreement, or the application of any such provision to any Person
or set of circumstances, shall be determined to be invalid, unlawful, void or unenforceable to any extent, the remainder of this
Agreement, and the application of such provision to Persons or circumstances other than those as to which it is determined to
be invalid, unlawful, void or unenforceable, shall not be impaired or otherwise affected and shall continue to be valid and enforceable
to the fullest extent permitted by law,


 


2.12
Parties in Interest. Except as provided herein, none of the provisions of this Agreement are intended to provide any rights
or remedies to any Person other than the parties hereto and their respective successors and assigns (if any).


 


2.13
Public Announcements. Neither the Company nor Executive shall issue any press release or similar public announcement regarding
this Agreement or Executive’s employment with the Company without the consent of the other party (such consent not to be
unreasonably withheld, conditioned or delayed).


 


2.14
Entire Agreement. This Agreement sets forth the entire understanding of the parties hereto relating to the subject matter
hereof and supersedes all prior agreements, term sheets and understandings between the parties relating to the subject matter
hereof.


 


[SIGNATURE
PAGE TO EXECUTIVE EMPLOYMENT AGREEMENT TO FOLLOW]


 





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[SIGNATURE
PAGE TO EXECUTIVE EMPLOYMENT AGREEMENT]


 


The
parties hereto have caused this Agreement to be executed and delivered as of the date first set forth above.


 


	 	THE
    COMPANY:
	 	 
	 	THEMAVEN,
    INC.
	 	 
	 	By:	/s/
    James Heckman
	 	Name: 	James
    Heckman
	 	Title:	Chief
    Executive Officer
	 	 
	 	THE
    EXECUTIVE:
	 	 
	 	/s/ Avi Zimak
	 	Avi Zimak


 




    	-17-



    	 



    

 


EXHIBIT
A


 


SEPARATE
AGREEMENT AND RELEASE


 


Attached.


 




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