REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 8th, 2021 • theMaven, Inc. • Cable & other pay television services • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 30th day of March 2018 by and among TheMaven, Inc., a Delaware corporation (the “Company”) and the investor(s) identified on the signature pages hereto (each, including its successors and assigns, an “Investor,” and collectively, the “Investors”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 8th, 2021 • theMaven, Inc. • Cable & other pay television services • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of the 30th day of March 2018, by and among TheMaven, Inc., a Delaware corporation (the “Company”) and each individual or entity named on the Schedule of Buyers attached hereto (each such individual or entity, individually, a “Buyer” and all of such individuals or entities, collectively, the “Buyers”).
THEMAVEN, INC. STOCK OPTION AWARD AGREEMENTStock Option Award Agreement • January 8th, 2021 • theMaven, Inc. • Cable & other pay television services • Delaware
This Stock Option Award Agreement (“Agreement”) is made and entered into by and between THEMAVEN, INC., a Delaware corporation (the “Company”) and Douglas B. Smith (“Participant”). This Agreement is entered into separate from any equity incentive or similar plan, however the provisions of Sections 2, 6, 7, 8, 9, 10, 11, 12 and 13 of the 2016 Stock Incentive Plan of the Company (the “Plan”) are incorporated herein by reference. All capitalized terms not defined in this Agreement have the meanings set forth in the Plan.
INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • January 8th, 2021 • theMaven, Inc. • Cable & other pay television services • Delaware
THIS INDEPENDENT DIRECTOR AGREEMENT is made effective as of the 3rd day of September, 2018 (the “Agreement”), between THEMAVEN, INC., a Delaware corporation with an address at 1500 Fourth Avenue, Suite 200, Seattle, WA 98101 (the “Company”), and TODD D. SIMS (“Director”).
TheMaven, inc. 2019 Equity Incentive Plan Option Agreement (Incentive Stock Option or Nonstatutory Stock Option)Option Agreement • January 8th, 2021 • theMaven, Inc. • Cable & other pay television services
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement, TheMaven, Inc. (the “Company”) has granted you an option under its 2019 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Option Agreement but defined in the Plan have the same definitions as in the Plan.
COMMON STOCK PURCHASE WARRANT THEMAVEN, INC.Security Agreement • January 8th, 2021 • theMaven, Inc. • Cable & other pay television services • New York
This COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ABG-SI LLC, a Delaware limited liability company (“Licensor”), the registered holder hereof or its permitted assigns (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time or from time to time after the Issuance Date, but not after the Expiration Date (as defined below), to purchase from TheMaven, Inc., a Delaware corporation (the “Company”), up to 10,994,922 shares of Common Stock (as defined below) (the “Warrant Shares”) (as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price (as defined below) per share then in effect. This Warrant is being issued in connection with that certain Licensing Agreement, dated as of June 14, 2019, by and between the Company and Licensor
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 8th, 2021 • theMaven, Inc. • Cable & other pay television services • California
This Amended and Restated Executive Employment Agreement (this “Agreement”) is made and entered into as of May 1, 2020 between TheMaven, Inc., a Delaware corporation (the “Company”) and Ross Levinsohn, an individual (the “Executive”).
SEPARATION AGREEMENTSeparation Agreement • January 8th, 2021 • theMaven, Inc. • Cable & other pay television services • Washington
This Separation Agreement (this “Agreement”) is hereby made and entered into between TheMaven, Inc., a Delaware corporation (“TheMaven” or “Employer”), and JAMES C. HECKMAN, JR. (“Employee”) to be effective as set forth in Section 9 below. Employer and Employee may be referred to herein as a “Party” and, together, the “Parties.”
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 8th, 2021 • theMaven, Inc. • Cable & other pay television services • Delaware
This ASSET PURCHASE AGREEMENT (“Agreement”) is made as of March 9, 2020, by and among Maven Coalition, Inc., a Delaware corporation (“Buyer”), Petametrics Inc., dba LiftIgniter, a Delaware corporation (“Seller”) and TheMaven, Inc., a Delaware corporation (“Parent”). Buyer, Parent and Seller are each referred to herein as a “Party” and collectively as “Parties.”
ADVISORY SERVICES AGREEMENTAdvisory Services Agreement • January 8th, 2021 • theMaven, Inc. • Cable & other pay television services • California
This Advisory Services Agreement (the “Agreement”) is effective as of April 10, 2019 by and between Ross Levinsohn (“Advisor”) and TheMaven, Inc., a Delaware corporation (“Company”).
TRANSITION SERVICES AGREEMENT — ABGTransition Services Agreement • January 8th, 2021 • theMaven, Inc. • Cable & other pay television services • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of October 3, 2019 (the “Effective Date”), is made by and between Meredith Corporation, an Iowa corporation (“Seller”), and ABG-SI LLC, a Delaware limited liability company (the “Buyer”). Seller and the Buyer shall be referred to herein from time to time as the “Parties.”
AMENDED & RESTATED CONSULTING AGREEMENTConsulting Agreement • January 8th, 2021 • theMaven, Inc. • Cable & other pay television services • Washington
This Amended & Restated Consulting Agreement (this “Agreement”) is made as of January 1, 2019 (the “Effective Date”) by and between Maven Coalition, Inc. (“Company”), a Nevada corporation and subsidiary of theMaven, Inc. (“Parent”) and William C. “Bill” Sornsin, Jr. (“Consultant”). The Company and Consultant are parties to a Consulting Agreement dated September 1, 2018 (the “Prior Agreement”) and desire to amend and restate the Prior Agreement as of the Effective Date in accordance with the terms of this Agreement.
ASSIGNMENT AGREEMENTAssignment Agreement • January 8th, 2021 • theMaven, Inc. • Cable & other pay television services
This Assignment Agreement (this “Agreement”), is made as of October 3, 2019, by and among theMaven, Inc., a Delaware corporation (“Buyer Designee”), ABG-SI LLC, a Delaware limited liability company (“Buyer”), Meredith Corporation, an Iowa corporation, (“Meredith Corporation”), and TI Gotham Inc., a Delaware corporation (“TI Gotham Inc.” and together with Meredith Corporation, the “Sellers” and each, a “Seller”).
EXECUTIVE CHAIRMAN AGREEMENTExecutive Chairman Agreement • January 8th, 2021 • theMaven, Inc. • Cable & other pay television services • New York
THIS EXECUTIVE CHAIRMAN AGREEMENT (this “Agreement”) is made as of the 5th day of June, 2020 (the “Effective Date”) and is by and between TheMaven, Inc., a Delaware corporation (the “Company”), and John Fichthorn (the “Executive Chairman”).
OUTSOURCING AGREEMENTOutsourcing Agreement • January 8th, 2021 • theMaven, Inc. • Cable & other pay television services • Delaware
This OUTSOURCING AGREEMENT (this “Agreement”), dated as of October 3, 2019 (the “Effective Date”), is made by and between Meredith Corporation, an Iowa corporation (“Meredith”), and theMaven, Inc., a Delaware corporation (“Service Recipient”). Meredith and Service Recipient shall be referred to herein from time to time as the “Parties.”
ContractSeparation Agreement • January 8th, 2021 • theMaven, Inc. • Cable & other pay television services • Washington
THIS CONFIDENTIAL SEPARATION AGREEMENT and GENERAL RELEASE OF ALL CLAIMS (the “Agreement”) by and between Benjamin Joldersma (the “Employee”) and TheMaven, Inc. (the “Employer”), on behalf of itself, its subsidiaries, and other corporate affiliates (including, but not limited to, Maven Coalition, Inc.) and each of their respective present and former employees, officers, directors, owners, shareholders, and agents, individually and in their official capacities (collectively referred to as the “Employer Group”) (“Employee” and the “Employer” are collectively referred to as the “Parties”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 8th, 2021 • theMaven, Inc. • Cable & other pay television services • New York
This Executive Employment Agreement (this “Agreement”) is made and entered into as of [May 1, 2019] between TheMaven, Inc., a Delaware corporation (the “Company”) and Douglas
AMENDED & RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 8th, 2021 • theMaven, Inc. • Cable & other pay television services • Washington
This Amended & Restated Executive Employment Agreement (this “Agreement”) is made and entered into as of January 1, 2018 (“Effective Date”) between TheMaven, Inc., a Delaware corporation (the “Company”) and JOSH JACOBS, an individual (the “Executive”).
third AMENDMENT TO agreement and plan of mergerAgreement and Plan of Merger • January 8th, 2021 • theMaven, Inc. • Cable & other pay television services
This THIRD AMENDMENT TO agreement and plan of merger (this “Amendment”), is entered into as of May 31, 2019 (the “Effective Date”), by and among TheMaven, Inc., a Delaware corporation (“TheMaven”), HubPages, Inc., a Delaware corporation (the “Company”), and, solely with respect to Section 10.6 of the Merger Agreement (as defined below) (to the extent set forth therein), Paul Edmondson as the Securityholder Representative (in his capacity as such, the “Securityholder Representative”). TheMaven, the Company and the Securityholder Representative are each, individually, a “Party” or, collectively, the “Parties.” Capitalized terms used but not otherwise defined herein will have the same meanings ascribed to such terms in the Merger Agreement.
DIRECTOR AGREEMENTDirector Agreement • January 8th, 2021 • theMaven, Inc. • Cable & other pay television services • Delaware
THIS DIRECTOR AGREEMENT (the “Agreement”) is made effective as of the 1st day of January, 2020 (the “Effective Date”), between THEMAVEN, INC., a Delaware corporation with an address at 1500 Fourth Avenue, Suite 200, Seattle, WA 98101 (the “Company”), and JOSHUA JACOBS (“Director”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • January 8th, 2021 • theMaven, Inc. • Cable & other pay television services
This Assignment and Assumption Agreement (this “Agreement”), is made as of October 3, 2019, by and among Meredith Corporation, an Iowa corporation, (“Meredith Corporation”), TI Gotham Inc., a Delaware corporation (“TI Gotham Inc.” and together with Meredith Corporation, the “Sellers” and each, a “Seller”) and theMaven, Inc., a Delaware corporation (“Buyer Designee”), pursuant to that certain Asset Purchase Agreement, dated as of May 24, 2019, by and among Sellers and ABG-SI LLC, a Delaware limited liability company (“Buyer”) (the “Purchase Agreement”). Capitalized terms used but not defined in this Agreement shall have the meanings set forth in the Purchase Agreement.
TRANSITION SERVICES AGREEMENT — THEMAVENTransition Services Agreement • January 8th, 2021 • theMaven, Inc. • Cable & other pay television services • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of October 3, 2019 (the “Effective Date”), is made by and between Meredith Corporation, an Iowa corporation (“Seller”), and theMaven, Inc., a Delaware corporation (“Service Recipient”). Seller and Service Recipient shall be referred to herein from time to time as the “Parties.”
SEPARATION & ADVISOR AGREEMENTSeparation & Advisor Agreement • January 8th, 2021 • theMaven, Inc. • Cable & other pay television services • Washington
This Separation & Advisor Agreement (this “Agreement”) is hereby made and entered into between TheMaven, Inc., a Delaware corporation (“TheMaven” or “Employer”), and William Sornsin (“Employee”) to be effective as set forth in Section 9 below. Employer and Employee may be referred to herein as a “Party” and, together, the “Parties.”
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 8th, 2021 • theMaven, Inc. • Cable & other pay television services • California
This Executive Employment Agreement (this “Agreement”) is made and entered into as of September 16, 2019 between TheMaven, Inc., a Delaware corporation (the “Company”) and Ross Levinsohn, an individual (the “Executive”).
EMPLOYEE LEASING AGREEMENTEmployee Leasing Agreement • January 8th, 2021 • theMaven, Inc. • Cable & other pay television services • Delaware
This Employee Leasing Agreement (this “Agreement”), is made and entered into effective as of October 3, 2019 (the “Effective Date”) by and between TheMaven, Inc., a Delaware corporation (“Lessee”) and Meredith Corporation, an Iowa corporation (“Lessor”) (together with Lessee and Buyer, the “Parties,” and each individually, a “Party”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Purchase Agreement (defined below).
MAVEN COALITION, INC. CONSULTING AGREEMENTConsulting Agreement • January 8th, 2021 • theMaven, Inc. • Cable & other pay television services • Washington
This Consulting Agreement (this “Agreement”) is made as of September 1, 2018 by and between Maven Coalition, Inc. (“Company”), a Nevada corporation and subsidiary of theMaven, Inc. (“Parent”) and William C. “Bill” Sornsin, Jr. (“Consultant”).
BUSINESS DEVELOPMENT SERVICES AGREEMENTBusiness Development Services Agreement • January 8th, 2021 • theMaven, Inc. • Cable & other pay television services • Washington
This Business Development Agreement (the “Agreement”) is effective as of October 1, 2018 by and between Baishali Sen (“Contractor”) and Maven Coalition, Inc., a Nevada corporation (“Company”).
CONSULTING AGREEMENTConsulting Agreement • January 8th, 2021 • theMaven, Inc. • Cable & other pay television services • Washington
This Consulting Agreement (the “Agreement”) is made as of August 26, 2020 (the “Effective Date”), by and between Maven Coalition, Inc., a Delaware corporation (“Maven”), and James C. Heckman, Jr. (“Consultant”).
Confidential Separation Agreement and General ReleaseConfidential Separation Agreement and General Release • January 8th, 2021 • theMaven, Inc. • Cable & other pay television services • Washington
This Confidential Separation Agreement and General Release (the “Agreement”) is entered into by and between The Maven, Inc. (the “Employer”) on behalf of itself, its subsidiaries, and other corporate affiliates and each of their respective present and former employees, officers, directors, owners, shareholders, and agents, individually and in their official capacities (collectively referred to as the “Employer Group”), and Martin Heimbigner (the “Employee”), (the Employer and the Employee are collectively referred to as the “Parties”) as of September 6, 2019 (the “Execution Date”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 8th, 2021 • theMaven, Inc. • Cable & other pay television services • Washington
This Executive Employment Agreement (this “Agreement”) is made and entered into as of January 16, 2020 (the “Effective Date”) between TheMaven, Inc., a Delaware corporation (the “Company”) and William Sornsin, an individual (the “Executive”).
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 8th, 2021 • theMaven, Inc. • Cable & other pay television services
This AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), is entered into as of April 25, 2018, by and among TheMaven, Inc., a Delaware corporation (“TheMaven”), HP Acquisition Co., Inc., a Delaware corporation and a wholly-owned subsidiary of TheMaven (“MergerSub”), HubPages, Inc., a Delaware corporation (the “Company”), and, solely with respect to Section 10.6 of the Merger Agreement (as defined below) (to the extent set forth therein), Paul Edmondson as the Securityholder Representative (in his capacity as such, the “Securityholder Representative”). TheMaven, MergerSub, the Company and the Securityholder Representative are each, individually, a “Party” or, collectively, the “Parties.” Capitalized terms used but not otherwise defined herein will have the same meanings ascribed to such terms in the Merger Agreement.
BUSINESS DEVELOPMENT SERVICES AGREEMENTBusiness Development Services Agreement • January 8th, 2021 • theMaven, Inc. • Cable & other pay television services • Washington
This Business Development Agreement (the “Agreement”) is effective as of June 2, 2017 by and between Baishali Sen (“Contractor”) and TheMaven Network, Inc. (“Company”).
STOCK OPTION AWARD AGREEMENTStock Option Award Agreement • January 8th, 2021 • theMaven, Inc. • Cable & other pay television services • Delaware
This Stock Option Award Agreement (“Agreement”) is made and entered into by and between THEMAVEN, INC., a Delaware corporation (the “Company”) and Alex Nesbitt (“Participant”). This Agreement is entered into with reference to the 2016 Stock Incentive Plan of the Company (the “Plan”). All capitalized terms not defined in this Agreement have the meaning set forth in the Plan, the terms of which are incorporated herein.
