STOCK OPTION AGREEMENT

Exhibit 99.5

THIS STOCK OPTION AGREEMENT is made as of the 6th day of March, 2015 (the “Grant Date”) by and between Propel Media, Inc., a Delaware corporation (the “Company”), and Xxx Xxxxxxx (“Grantee”).

WHEREAS, pursuant to the terms and conditions of the Company’s 2014 Long-Term Incentive Equity Plan (the “Plan”), the board of directors of the Company (the “Board”) authorized the grant to the Grantee of an option (the “Option”) to purchase an aggregate of 750,000 shares of the authorized but unissued common stock of the Company, $.0001 par value (“Common Stock”), conditioned upon the Grantee’s acceptance of the Option upon the terms and conditions set forth in this Agreement and subject to the terms of the Plan (capitalized terms used herein and not otherwise defined have the meanings set forth in the Plan); and

WHEREAS, the Grantee desires to acquire the Option on the terms and conditions set forth in this Agreement and subject to the terms of the Plan;

IT IS AGREED:

1. Grant of Stock Option. The Company hereby grants to the Grantee the right and option to purchase all or any part of an aggregate of 750,000 shares of the Common Stock (the “Option Shares”) on the terms and conditions set forth herein and subject to the provisions of the Plan.

2. Non-Incentive Stock Option. The Option represented hereby is not intended to be an Option that qualifies as an “Incentive Stock Option” under Section 422 of the Internal Revenue Code of 1986, as amended.

3. Exercise Price. The exercise price (the “Exercise Price”) of the Option is $0.55 per share, subject to adjustment as hereinafter provided.

4. Exercisability. Subject to the terms and conditions of the Plan and this Agreement, this Option shall become exercisable as follows: (i) on and after the first anniversary of the Grant Date, the right to purchase one-quarter (1/4) of the Option Shares shall be exercisable, and (ii) every three months thereafter, through and including the fourth anniversary of the Grant Date, the right to purchase an additional one-sixteenth (1/16) of the Option Shares shall be exercisable. After a portion of the Option becomes exercisable, it shall remain exercisable except as otherwise provided herein, until the close of business on the day that is ten years from the Grant Date (the “Exercise Period”).

5. Effect of Termination of Continuous Service.

5.1. Termination Due to Death. If Grantee’s Continuous Service (as defined below) terminates by reason of death, the portion of the Option, if any, that was exercisable as of the date of death may thereafter be exercised by the legal representative of the estate or by the legatee of the Grantee under the will of the Grantee, for a period of one year from the date of such death or until the expiration of the Exercise Period, whichever period is shorter. The portion of the Option, if any, that was not exercisable as of the date of death shall immediately terminate upon death.

5.2. Termination Due to Disability. If Grantee’s Continuous Service terminates by reason of Disability, the portion of the Option, if any, that was exercisable as of the date of such termination may thereafter be exercised by the Grantee or legal representative for a period of one year from the date of such termination or until the expiration of the Exercise Period, whichever period is shorter. The portion of the Option, if any, that was not exercisable as of the date of such termination shall immediately terminate upon disability.

5.3. Termination Due to Retirement. If Grantee is an employee and Grantee’s Continuous Service terminates due to Normal Retirement, then the portion of the Option that was exercisable as of the date of termination of employment may be exercised for a period of one year from the date of such termination or until the expiration of the Exercise Period, whichever is shorter. The portion of the Option not yet exercisable on the date of termination of employment shall immediately expire.

5.4. Termination by the Company Without Cause. If Grantee’s Continuous Service is terminated by the Company or any of its Subsidiaries without Cause (as defined below), or if Grantee is a member of the Board and Grantee’s Continuous Service is terminated due to Grantee’s removal from the Board by the Company’s stockholders without Cause, then the portion of the Option that was exercisable as of the date of termination may be exercised for a period of three months from the date of such termination or until the expiration of the Exercise Period, whichever is shorter. The portion of the Option not yet exercisable on the date of termination of employment shall immediately expire.

5.5. Termination by Grantee. If Grantee’s Continuous Service is terminated voluntarily by the Grantee, then the portion of the Option that was exercisable as of the date of termination may be exercised for a period of 30 days from the date of such termination or until the expiration of the Exercise Period, whichever is shorter. The portion of the Option not yet exercisable on the date of termination of employment shall immediately expire.

5.6. Other Termination. If Grantee’s Continuous Service is terminated for any reason other than (i) death, (ii) Disability, (iii) Normal Retirement, (iv) without Cause by the Company, or (v) voluntarily by Grantee, the Option shall expire on the date of termination of Continuous Service.

5.7. Definitions.

5.7.1. Cause.

5.7.1.1. If Grantee is an employee or consultant, “Cause” shall have the meaning set forth in any employment, severance, consulting or similar agreement between the Grantee and the Company. If no such agreement exists, “Cause” shall mean: (a) the refusal or failure by Grantee to carry out specific directions of the Grantee’s supervisor which are of a material nature and consistent with Grantee’s position at the Company or role as a consultant, as applicable; (b) the commission by Grantee of a material breach of any of the provisions of any agreement with the Company or of any written policies or procedures of the Company applicable to such Grantee; (c) fraud or dishonest action by Grantee in Grantee’s relations with the Company or any of its subsidiaries or affiliates (“dishonest” for these purposes shall mean Grantee’s knowingly or recklessly making a material misstatement or omission for his personal benefit); or (d) the conviction of Grantee of a felony under federal or state law. Notwithstanding the foregoing, no “Cause” shall be deemed to exist with respect to Grantee’s acts described in clauses (a) or (b) above, unless the Company shall have given written notice to Grantee within a period not to exceed ten (10) calendar days of the initial existence of the occurrence, specifying the “Cause” with reasonable particularity and, within thirty (30) calendar days after such notice, Grantee shall not have cured or eliminated the problem or thing giving rise to such “Cause”; provided, however, no more than two cure periods need be provided during any twelve-month period.

5.7.1.2. If Grantee is a member of the board of directors of the Company or any of its Subsidiaries, “Cause” shall mean (a) malfeasance in office; (b) gross misconduct or neglect; (c) false or fraudulent misrepresentation inducing such person’s appointment as a member of such board; (d) willful conversion of corporate funds; or (e) repeated failure to participate in such board’s meetings on a regular basis despite having received proper notice of the meetings in advance.

5.7.2. “Continuous Service” shall mean that the Grantee’s service with the Company or any Subsidiary, whether as an employee, consultant or member of the board of directors of the Company or any of its Subsidiaries, is not interrupted or terminated. Continuous Service shall not be deemed to have terminated merely because of a change in the capacity in which the Grantee renders service to the Company or any Subsidiary as an employee, consultant or a member of the board of directors of the Company or any of its Subsidiaries or a change in the entity for which the Grantee renders such service, provided that there is no interruption or termination of the Grantee’s service in at least one such capacity. For example, a change in status from an employee of the Company to a consultant of the Company will not constitute an interruption of Continuous Service. Notwithstanding the foregoing, if Grantee’s service in all capacities with the Company and all of its Subsidiaries, other than as a member of the board of directors of the Company or any of its Subsidiaries, is terminated for Cause under Section 5.7.1.1, and in connection therewith the Company requests that the Grantee resign from, and/or causes Grantee to be removed from, the board of directors of the Company and all of its Subsidiaries, Grantee’s Continuous Service shall be deemed to have been terminated for Cause as of the date of such termination of all other capacities, regardless of whether Grantee remains on the board of directors of the Company and regardless of whether his removal from the board of directors of the Company or any Subsidiary is for Cause under Section 5.7.1.2. The Board may determine, in accordance with applicable law, whether Continuous Service shall be considered interrupted in the case of any leave of absence approved by that party, including sick leave, military leave or any other personal or family leave of absence.

6. Withholding Tax. Not later than the date as of which an amount first becomes includible in the gross income of the Grantee for Federal income tax purposes with respect to the Option, the Grantee shall pay to the Company, or make arrangements satisfactory to the Board regarding the payment of, any Federal, state and local taxes of any kind required by law to be withheld or paid with respect to such amount (“Withholding Tax”), including in the manner provided in Section 8.3.4, which, for the avoidance of doubt, shall deemed to have been approved by the Board. The obligations of the Company under the Plan and pursuant to this Agreement shall be conditional upon such payment or arrangements with the Company and the Company shall, to the extent permitted by law, have the right to deduct any Withholding Taxes from any payment of any kind otherwise due to the Grantee from the Company.

7. Adjustments. In the event of any change in the shares of Common Stock of the Company as a whole occurring as the result of a common stock split, or reverse split, common stock dividend payable on shares of Common Stock, combination or exchange of shares, or other extraordinary or unusual event occurring after the grant of the Option, the Board shall determine, in its sole discretion, whether such change equitably requires an adjustment in the terms of this Option or the aggregate number of shares reserved for issuance under the Plan. Any such adjustments will be made by the Board, whose determination will be final, binding and conclusive.

8. Method of Exercise.

8.1. Notice to the Company. The Option shall be exercised in whole or in part by written notice in substantially the form attached hereto as Exhibit A directed to the Company at its principal place of business accompanied by full payment as hereinafter provided of the exercise price for the number of Option Shares specified in the notice and of the Withholding Taxes, if any.

8.2. Delivery of Option Shares. The Company shall deliver a certificate for the Option Shares to the Grantee as soon as practicable after payment therefor.

8.3. Payment of Purchase Price.

8.3.1. Cash Payment. The Grantee may elect to make cash payments by wire transfer, certified or bank check or personal check, in each case payable to the order of the Company; the Company shall not be required to deliver certificates for Option Shares until the Company has confirmed the receipt of good and available funds in payment of the purchase price thereof.

8.3.2. Assisted Cashless Payment. The Grantee may elect to pay the purchase price upon the exercise of the Option by irrevocably authorizing a third party to sell Option Shares (or a sufficient portion of the Option Shares) acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay such purchase price; the Company shall not be required to deliver certificates for Option Shares until the Company has confirmed the receipt of good and available funds in payment of the purchase price thereof.

8.3.3. Cashless Payment. Provided that prior approval of the Company has been obtained, the Grantee may use Common Stock of the Company owned by him to pay the purchase price for the Option Shares by delivery of stock certificates in negotiable form which are effective to transfer good and valid title thereto to the Company, free of any liens or encumbrances. Shares of Common Stock used for this purpose shall be valued at the Fair Market Value.

8.3.4. Payment of Withholding Tax. Any required Withholding Tax may be paid in cash in the same manner as is provided for payment of the purchase price in Sections 8.3.1 or 8.3.2 or, provided that the prior approval of the Company has been obtained, with Common Stock in the same manner as is provided for payment of the purchase price in Section 8.3.3.

8.3.5. Exchange Act Compliance. Notwithstanding the foregoing, the Company shall have the right to reject payment in the form of Common Stock if in the opinion of counsel for the Company, (i) it could result in an event of “recapture” under Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (ii) such shares of Common Stock may not be sold or transferred to the Company; or (iii) such transfer could create legal difficulties for the Company.

9. Transfer. Except as may be set forth in the next sentence of this Section, the Option shall not be transferable by the Grantee other than by will or by the laws of descent and distribution, and the Option shall be exercisable, during the Grantee’s lifetime, only by the Grantee (or, to the extent of legal incapacity or incompetency, the Grantee’s guardian or legal representative). Notwithstanding the foregoing, the Grantee, with the approval of the Board, may transfer all or a portion of the Option (i) (A) by gift, for no consideration, or (B) pursuant to a domestic relations order, in either case, to or for the benefit of the Grantee’s “Immediate Family” (as defined below), or (ii) to an entity in which the Grantee and/or members of Grantee’s Immediate Family own more than fifty percent of the voting interest, in exchange for an interest in that entity, subject to such limits as the Board may establish, and the transferee shall remain subject to all the terms and conditions applicable to the Option prior to such transfer. The term “Immediate Family” shall mean 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 Grantee’s household (other than a tenant or employee), a trust in which these persons have more than fifty percent beneficial interest, and a foundation in which these persons (or the Grantee) control the management of the assets.

10. Company Representations. The Company hereby represents and warrants to the Grantee that:

10.1. the Company, by appropriate and all required action, is duly authorized to enter into this Agreement and consummate all of the transactions contemplated hereunder; and

10.2. the Option Shares, when issued and delivered by the Company to the Grantee in accordance with the terms and conditions hereof, will be duly and validly issued and fully paid and non-assessable.

11. Grantee Representations. The Grantee hereby represents and warrants to the Company that:

11.1. he is acquiring the Option and shall acquire the Option Shares for his own account and not with a view towards the distribution thereof, except in compliance with the Securities Act of 1933, as amended (“1933 Act”);

11.2. he has had the opportunity to review a copy of the Plan as in effect as of the date of this Agreement;

11.3. he has had the opportunity to review a copy of all reports and documents required to be filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the Exchange Act, within the last 24 months and all reports issued by the Company to its stockholders;

11.4. he understands that he is subject to the Company’s Xxxxxxx Xxxxxxx Policy and has received a copy of such policy as of the date of this Agreement;

11.5. he understands that he must bear the economic risk of the investment in the Option Shares, which cannot be sold by him unless they are registered under the 1933 Act or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act;

11.6. in his position with the Company, he has had both the opportunity to ask questions and receive answers from the officers and members of the Board and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information obtained pursuant to Section 11.3 above;

11.7. he is aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and

11.8. if, at the time of issuance of the Option Shares, the issuance of such shares have not been registered under the 1933 Act, the certificates evidencing the Option Shares shall bear the following legends:

“The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933. The shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act.”

“The shares represented by this certificate have been acquired pursuant to a Stock Option Agreement dated as of March 6, 2015, a copy of which is on file with the Company, and may not be transferred, pledged or disposed of except in accordance with the terms and conditions thereof."

12. Restriction on Transfer of Option Shares. Anything in this Agreement to the contrary notwithstanding, the Grantee hereby agrees that he shall not sell, transfer by any means or otherwise dispose of the Option Shares acquired by him unless (i) the Option Shares are registered under the 1933 Act, or in the event that they are not so registered, an exemption from the 1933 Act registration requirements is available thereunder and the Grantee has furnished the Company with notice of such proposed transfer and the Company’s legal counsel, in its reasonable opinion, shall deem such proposed transfer to be so exempt, and (ii) such transfer is in compliance with the Company’s Xxxxxxx Xxxxxxx Policy, as in effect at such time.

13. Miscellaneous.

13.1. Notices. All notices, requests, deliveries, payments, demands and other communications which are required or permitted to be given under this Agreement shall be in writing and shall be either delivered personally or sent by registered or certified mail, or by private courier to the parties at their respective addresses set forth herein, or to such other address as either party shall have specified by notice in writing to the other. Notice shall be deemed duly given hereunder when delivered or mailed as provided herein.

13.2. Conflicts with the Plan. In the event of a conflict between the provisions of the Plan and the provisions of this Agreement, the provisions of the Plan shall in all respects be controlling.

13.3. Employee and Stockholder Rights. The Grantee shall not have any of the rights of a stockholder with respect to the Option Shares until such shares have been issued after the due exercise of the Option. If Grantee is an employee of the Company, nothing contained in this Agreement shall be deemed to confer upon Grantee any right to continued employment with the Company or any Subsidiary thereof, nor shall it interfere in any way with the right of the Company to terminate Grantee’s employment, subject to the terms of any employment, severance or similar agreement.

13.4. Waiver. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or subsequent breach.

13.5. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement may not be amended except by writing executed by the Grantee and the Company.

13.6. Binding Effect; Successors. This Agreement shall inure to the benefit of and be binding upon the parties hereto and, to the extent not prohibited herein, their respective heirs, successors, assigns and representatives. Nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto and as provided above, their respective heirs, successors, assigns and representatives any rights, remedies, obligations or liabilities.

13.7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (without regard to choice of law provisions).

13.8. Headings. The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or interpretation of any of the terms or provisions of this Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the day and year first above:

	PROPEL MEDIA, INC.

	By:
		Name: Xxxxx Xxxxxxx
		Title: Chief Corporate Development Officer & General Counsel

	GRANTEE:

EXHIBIT A

FORM OF NOTICE OF EXERCISE OF OPTION

_____________

DATE

PROPEL MEDIA, INC.

000 Xxxxxxxxxx Xxxx, Xxxxx 0000

Xxxxxx Xxxx, Xxx Xxxxxx 00000

Attention: General Counsel

Re: Purchase of Option Shares

Gentlemen:

In accordance with my Stock Option Agreement, dated as of _____________ (the “Agreement”), with Propel Media, Inc. (“Company”), under the Company’s 2014 Long-Term Incentive Equity Plan, I hereby irrevocably elect to exercise the right to purchase _____________ shares of the Company’s common stock, par value $.0001 per share (“Common Stock”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Agreement.

As payment for my shares and any applicable withholding tax, enclosed is (check and complete applicable boxes):

☐

a ☐personal check or ☐certified check or ☐ bank check payable to the order of “Propel Media, Inc.” in the sum of $_____________;

☐

confirmation of wire transfer in the amount of $_____________ to the Company;

☐

a copy of the instructions to a third party irrevocably authorizing such party to sell at least such number of my shares as is necessary to remit $_____________ to the Company; and/or

☐

with the consent of the Company, a certificate for _____________ shares of the Company’s Common Stock, free and clear of any encumbrances, duly endorsed, having a Fair Market Value (as such term is defined in the 2014 Long-Term Incentive Equity Plan) of $_____________.

I hereby represent and warrant to, and agree with, the Company that:

(i)

I am acquiring the Option Shares for my own account, for investment, and not with a view towards the distribution thereof, except in compliance with the 1933 Act;

(ii)

I have had the opportunity to review a copy of the Plan and all reports and documents required to be filed by the Company with the Commission pursuant to the Exchange Act within the last 24 months and all reports issued by the Company to its stockholders;

(iii)

I understand that I must bear the economic risk of the investment in the Option Shares, which cannot be sold by me unless they are registered under the 1933 Act or an exemption therefrom is available thereunder and that the Company is under no obligation to register the Option Shares for sale under the 1933 Act;

(iv)

I agree that I will not sell, transfer by any means or otherwise dispose of the Option Shares acquired by me hereby except in accordance with Company’s policy, if any, regarding the sale and disposition of securities owned by employees, officers, members of the board of directors of the Company and its Subsidiaries and/or consultants of the Company;

(v)

in my position with the Company, I have had both the opportunity to ask questions and receive answers from the officers and members of the Board and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder and to obtain any additional information to the extent the Company possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of the information available pursuant to clause (ii) above;

(vi)

my rights with respect to the Option Shares shall, in all respects, be subject to the terms and conditions of the Plan and the Agreement.

(vii)

I am aware that the Company shall place stop transfer orders with its transfer agent against the transfer of the Option Shares in the absence of registration under the 1933 Act or an exemption therefrom as provided herein; and

(viii)

if, at the time of issuance of the Option Shares, the issuance of such shares have not been registered under the 1933 Act, the certificates evidencing the Option Shares shall bear the following legends:

(ix)

I am aware and understand that I may be subject to an Xxxxxxx Xxxxxxx Policy.

Kindly forward to me my certificate at your earliest convenience.

Very truly yours,



(Signature)		(Address)


(Print Name)		(Address)


(Social Security Number)

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STOCK OPTION AGREEMENT

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