Equibles

8-K

CuriosityStream Inc. (CURI)

8-K 2020-11-05 For: 2020-11-02
View Original
Added on April 05, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934

Date of Report (date earliest event reported):November 2, 2020

CuriosityStream Inc.

(Exact name of registrant as specified in its charter)

Delaware 001-39139 84-1797523
(State or Other Jurisdiction<br><br> <br>of Incorporation) (Commission File Number) (IRS Employer <br><br>Identification No.)

8484 Georgia Ave., Suite 700Silver Spring, Maryland 20910(Address of Principal Executive Offices, including zip code)

(301) 755-2050(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written<br>communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting<br>material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐ Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐ Pre-commencement<br>communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common stock, par value $0.0001 CURI NASDAQ
Warrants, each exercisable for one share of Common stock at an exercise price of $11.50 per share CURIW NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Electionof Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 2, 2020, the Compensation Committee of the Board of Directors (the “Committee”) of CuriosityStream Inc. (the “Company”) approved certain equity incentive grants to directors, executive officers and other employees of the Company.

As disclosed in the Company’s prior filings with the Securities and Exchange Commission (the “SEC”), in connection with the consummation of the merger on October 14, 2020 of CuriosityStream Operating Inc. (formerly named CuriosityStream Inc.) (“Legacy CuriosityStream”) with a wholly owned subsidiary of the Company, 711,000 warrants to purchase the Company’s common stock held by Software Acquisition Holdings LLC were forfeited. The forfeited warrants had an exercise price of $11.50 per share, and a five year term. In connection with such forfeiture and pursuant to the terms of that certain Agreement and Plan of Merger, dated August 10, 2020, by and among the Company and Legacy CuriosityStream and the other parties thereto, certain employees of the Company selected by the Committee are to receive fully vested options exercisable for shares of common stock with an exercise price of $11.50 (or the fair market value on the date of grant, if higher) and with a five year term. These options are to be granted under the Company’s 2020 Omnibus Incentive Plan (the “Omnibus Incentive Plan”), previously filed as Exhibit 10.14 to the Company’s Form 8-K filed with the SEC on October 15, 2020, and approved by the Company’s stockholders. On November 2, 2020, the Committee approved the following option grants to the executive officers: 355,500 options for Mr. Clint Stinchcomb, 101,571 option for Mr. Jason Eustace and 101,571 options for Mr. Devin Emery. As provided in the merger agreement, the options are fully vested, have an exercise price of $11.50 per share, and have a five year term. There remains 152,358 of these options which the Committee may grant to other employees of the Company. The options are subject to terms and conditions of the Omnibus Incentive Plan and an option agreement (as it relates to the premium priced options), a form of which is filed herewith as Exhibit 10.1.

The Committee also approved grants of restricted stock units to employees of the Company, including certain executive officers. The grants are conditioned upon the effectiveness of the Registration Statement on Form S-1 filed by the Company with the SEC on October 19, 2020 (the “RegistrationStatement”), and the grant will be made on the date the Registration Statement is declared effective by the SEC. The restricted stock units will vest as to 25% of the award on each of the first four anniversaries of the grant date, provided the grantee remains employed by the Company or its subsidiaries through such vesting date, with settlement on the vesting date or within 30 days thereafter. The restricted stock units are subject to the terms and conditions of the Omnibus Incentive Plan and a restricted stock unit agreement, substantially in the form filed herewith as Exhibit 10.2. On November 2, 2020, the Committee approved the following restricted stock unit grants to executive officers: 73,458 restricted stock units for Mr. Clint Stinchcomb, 25,031 restricted stock units for Mr. Jason Eustace and 27,548 restricted stock units for Mr. Devin Emery.

As disclosed in the Company’s prior filings, Legacy CuriosityStream entered into an employment agreement with Mr. Stinchcomb, a copy of which is attached as Exhibit 10.10 to the Form 8-K filed October 15, 2020. Pursuant to the employment agreement, as soon as practicable following the merger, the Company is to grant Mr. Stinchcomb options, restricted stock units or a combination thereof, or other equity-based awards. These equity grants, when taken together with the stock options previously issued to Mr. Stinchcomb and equity awards otherwise granted to Mr. Stinchcomb in connection with the merger (such as the options and restricted stock units described above), will entitle Mr. Stinchcomb to approximately 5.9% of the Company’s common stock, calculated on a fully diluted basis on the closing date. If Mr. Stinchcomb’s employment is terminated without “cause” or he resigns for “good reason,” or dies or becomes disabled, the unvested equity awards shall become vested. On November 2, 2020, the Committee approved a grant of 2,038,570 stock options for Mr. Stinchcomb. The stock options have an exercise price of $8.77, which was the closing price on the grant date, and have a ten-year term. The stock options will vest as to 25% of the award on each of the first four anniversaries of the grant date, provided Mr. Stinchcomb remains employed by the Company or its subsidiaries through such vesting date, and provided further that, if Mr. Stinchcomb’s employment is terminated without “cause” or he resigns for “good reason,” or dies or becomes disabled, the unvested stock options will become vested. The stock options are subject to the terms and conditions of the Omnibus Incentive Plan and a stock option agreement, substantially in the form filed herewith as Exhibit 10.1 (as it relates to CEO stock options).

On November 2, 2020, the Committee approved grants of 88,263 restricted stock units for Mr. Stinchcomb. The grants are conditioned upon the effectiveness of the Registration Statement, and the grant will be made on the date the Registration Statement is declared effective. The restricted stock units will vest as to 25% of the award on each of the first four anniversaries of the grant date, provided Mr. Stinchcomb remains employed by the Company or its subsidiaries through such vesting date, and provided further that, if Mr. Stinchcomb’s employment is terminated without “cause” or he resigns for “good reason,” or dies or becomes disabled, the unvested restricted stock units will become vested. Settlement would be on the vesting date or within 30 days thereafter. The restricted stock units are subject to the terms and conditions of the Omnibus Incentive Plan and a restricted stock unit agreement, substantially in the form filed herewith as Exhibit 10.2 (as it relates to CEO restricted stock units).

Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
10.1 Form of Non-Qualified Stock Option Agreement
10.2 Form of Restricted Stock Unit Award Agreement 
1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CURIOSITYSTREAM INC.
By: /s/ Tia Cudahy
Name: Tia Cudahy
Title: Chief Operating Officer and<br><br> General Counsel

Date: November 5, 2020

2

Exhibit 10.1

FORM OF

NON-QUALIFIED STOCK OPTION AGREEMENT

This Non-Qualified Stock Option Agreement (this “Agreement”) is made this ____ day of _____________, 2020, between CuriosityStream Inc., a Delaware corporation (formerly Software Acquisition Group Inc, the “Company”), and ______________ (the “Optionee”).

[PREMIUM PRICEDSTOCK OPTIONS: WHEREAS, on October 14, 2020, the Company a merger pursuant to that certain Agreement and Plan of Merger, dated August 10, 2020, by and among the Company, CS Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company, CuriosityStream Operating Inc., a Delaware corporation and Hendricks Factual Media LLC, a Delaware limited liability company;

WHEREAS, simultaneously with the Company’s initial public offering on November 22, 2019, the Company sold to Software Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), an aggregate of 4,740,000 warrants to purchase shares of Class A common stock at a price of $11.50 per share, subject to certain adjustments;

WHEREAS, in connection with the merger, 711,000 of the warrants held by the Sponsor were forfeited and, in connection with such forfeiture, certain employees of the Company, as determined by the Compensation Committee, received fully vested stock options;]

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

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

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

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

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

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

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  3. Vesting. [PREMIUM PRICED STOCK OPTIONS: The Option is fully vested as of the date hereof, and may be exercised at any time and from time to time on or after November 22, 2020 and prior to the 5th anniversary of the date hereof, or such earlier time as is provided in the Plan. Options may only be exercised with respect to whole Shares.][CEO STOCK OPTIONS: To the extent not previously forfeited and except as set forth in the Plan, the Option shall become vested as follows: ___________ if the Grantee is continuously employed by the Company through the applicable vesting date. Except as provided in in the Plan, in the event the Grantee’s employment terminates prior to the applicable vesting date, the Option that would have vested on such date shall be forfeited by the Grantee. Notwithstanding the forgoing, if the Optionee is terminated without Cause, or resigns for Good Reason (in each case as defined in Section 5 of the employment agreement (the “Employment Agreement”), dated August 7, 2020, between the Optionee and CuriosityStream Operating Inc., a Delaware corporation (formerly named CuriosityStream Inc.), or dies or becomes disabled (as described in Section 5(a)(ii) of the Employment Agreement), all unvested Options shall become vested as of the date of termination. Once vested, the Option may be exercised at any time and from time to time prior to the 10th anniversary of the date hereof, or such earlier time as is provided in the Plan. Options may only be exercised with respect to whole Shares.]

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

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

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

To the Company:
Attention:
To the Optionee:

or to such other address or addresses of which notice in the same manner has previously been given. Any such notice shall be deemed to have been given when mailed in accordance with the foregoing provisions.

  1. GoverningLaw. This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware.

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

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

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

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

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

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

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

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

CURIOSITYSTREAM INC. OPTIONEE
By:
Its:

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Exhibit 10.2

FORM OFRESTRICTED STOCK UNIT AWARD AGREEMENT

This Restricted Stock Unit Award Agreement (this “Agreement”) is made this ____ day of _____________, 2020, between CuriosityStream Inc., a Delaware corporation (formerly Software Acquisition Group Inc, the “Company”), and ______________ (the “Grant”).

WHEREAS, the Company maintains the CuriosityStream Inc. 2020 Omnibus Incentive Plan (the “Plan”), pursuant to which the Compensation Committee may grant, among other awards, Restricted Stock Units, which are subject to certain forfeiture provisions and/or certain restrictions on transferability selected by the Committee pursuant to the terms of the Plan (capitalized terms used in this Agreement without definition shall have the meanings ascribed to such terms in the Plan);

WHEREAS, the Company desires to grant to the Grantee Restricted Stock Units as provided herein; and

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

  1. Grant of RestrictedStock Units. The Company grants to the Grantee __________ Restricted Stock Units on the terms and conditions and subject to all the limitations set forth herein and in the Plan, which is incorporated herein by reference. The Grantee acknowledges receipt of a copy of the Plan and acknowledges that the definitive records pertaining to the grant of the Restricted Stock Units, and rights hereunder, shall be retained by the Company.

  2. Vesting. To the extent not previously forfeited and except as set forth in the Plan, the Restricted Stock Units shall become vested as follows: ___________ if the Grantee is continuously employed by the Company through the applicable vesting date. Except as provided in in the Plan, in the event the Grantee’s [employment] [service] terminates prior to the applicable vesting date, the Restricted Stock Units that would have vested on such date shall be forfeited by the Grantee. [FOR CEO RESTRICTED STOCK UNITS: Notwithstanding the forgoing, if the Grantee is terminated without Cause, or resigns for Good Reason (in each case as defined in Section 5 of the employment agreement (the “Employment Agreement”), dated August 7, 2020, between the Grantee and CuriosityStream Operating Inc., a Delaware corporation (formerly named CuriosityStream Inc.), or dies or becomes disabled (as described in Section 5(a)(ii) of the Employment Agreement), all unvested Restricted Stock Units shall become vested as of the date of termination.]

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  3. Settlement. Subject to Section 6, Section 8, and as otherwise provided in the Plan, the Company shall deliver to the Grantee one Share in settlement of each Restricted Stock Unit that has vested as provided in Section 2 on the vesting date (or within 30 days thereafter) (the “Settlement Date”), by either, (x) issuing one or more certificates evidencing the Share to the Grantee or (y) registering the issuance of the Share in the name of the Participant through a book entry credit in the records of the Company’s transfer agent. No fractional Shares shall be issued in settlement of Restricted Stock Units. Fractional Restricted Stock Units shall be settled through a cash payment equal to the Fair Market Value of a Share on the settlement date. The issuance and transfer of Shares in connection with the Restricted Stock Units shall be subject to compliance by the Company and Grantee with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Shares may be listed. No Shares shall be issued or transferred unless and until any then applicable requirements of state and federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel.

  4. Non-Assignability. The Restricted Stock Unit shall not be transferable by the Grantee, except as the Plan or this Agreement may otherwise provide.

  5. No ShareholderRights. The Grantee shall not be, nor have any of the rights or privileges of, a stockholder in respect of Restricted Stock Units awarded pursuant to the Plan unless and until the Shares attributable to such Restricted Stock Units have been issued to the Grantee.

  6. Withholding. In addition to any rights or obligations with respect to the federal, state, local or foreign income taxes, withholding taxes or employment taxes required to be withheld under applicable law, the Company or any Affiliate employing the Grantee shall have the right to withhold from the Grantee, or otherwise require the Grantee or an assignee to pay, any such required withholding obligations arising as a result of grant or vesting and settlement of the Restricted Stock Units or any other taxable event occurring pursuant to this Agreement, including, without limitation, to the extent permitted by law, the right to deduct any such withholding obligations from any payment of any kind otherwise due to the Grantee or to take such other actions (including, without limitation, withholding any Shares or cash deliverable pursuant to the Plan or any Award) as may be necessary to satisfy such withholding obligations.

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

To the Company:
Attention:
To the Grantee:

or to such other address or addresses of which notice in the same manner has previously been given. Any such notice shall be deemed to have been given when mailed in accordance with the foregoing provisions.

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  1. SpecifiedEmployee Delay. If the Grantee is deemed a “specified employee” within the meaning of Section 409A of the Code, as determined by the Company, at a time when the Grantee becomes eligible for settlement of the Restricted Stock Units upon his or her “separation from service” within the meaning of Section 409A of the Code, then to the extent necessary to prevent any accelerated or additional tax under Section 409A of the Code, such settlement will be delayed until the earlier of: (a) the date that is six months following the Grantee’s “separation from service” and (b) the Grantee’s death.

  2. GoverningLaw. This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware.

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

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

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

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

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

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

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

CURIOSITYSTREAM INC. GRANTEE
By:
Its:

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