Exhibit
10.3


 


REGISTRATION
RIGHTS AGREEMENT


 


This
Registration Rights Agreement (this “Agreement”) is made and entered into as of May __, 2021, between theMaven, Inc.,
a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser,
a “Purchaser” and, collectively, the “Purchasers”).


 


WHEREAS,
pursuant to the Securities Purchase Agreement, dated as of May __, 2021 between the Company and each Purchaser (the “Purchase
Agreement”), the Company has agreed, upon the terms and subject to the conditions of the Purchase Agreement, to issue and sell,
to the Purchasers up to an aggregate of $25,000,000 of the Shares (as defined below).


 


WHEREAS,
in accordance with the terms of the Purchase Agreement, the Company has agreed to provide the Purchasers certain registration rights
under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder, and
applicable state securities laws.


 


NOW,
THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the adequacy
and sufficiency of which are hereby acknowledged, the Company and each Purchaser agree as follows:


 


		1.	Definitions.
                                            Capitalized terms used and not otherwise defined herein that are defined in the Purchase
                                            Agreement shall have the meanings given such terms in the Purchase Agreement. As used in
                                            this Agreement, the following terms shall have the following meanings:



 


“Advice”
shall have the meaning set forth in Section 7(b)


 


“Common
Stock” means the common stock of the Company, par value $0.01 per share, and any other class of securities into which such
securities may hereafter be reclassified or changed.


 


“Commission
Guidance” means (i) any publicly-available written or oral guidance of the Commission staff, or any comments, requirements,
or requests of the Commission staff, (ii) the Securities Act and the rules and regulations promulgated thereunder, and (iii) the Exchange
Act and the rules and regulations promulgated thereunder.


 


“Effectiveness
Date” means, with respect to the Initial Registration Statement required to be filed hereunder, the 90th calendar day following
the Filing Date (or, in the event of a “full review” by the Commission, the 120th calendar day following the Filing Date
hereof) and with respect to any additional Registration Statements that may be required pursuant to Section 2(c), the 90th calendar day
following the date on which an additional Registration Statement is required to be filed hereunder (or, in the event of a “full
review” by the Commission, the 120th calendar day following the date such additional Registration Statement is required to be filed
hereunder); provided, however, that in the event the Company is notified by the Commission that one or more of the above
Registration Statements will not be reviewed or is no longer subject to further review and comments, the Effectiveness Date as to such
Registration Statement shall be the fifth Trading Day following the date on which the Company is so notified if such date precedes the
dates otherwise required above, provided, further, if such Effectiveness Date falls on a day that is not a Trading Day, then the Effectiveness
Date shall be the next succeeding Trading Day.


 


“Effectiveness
Period” shall have the meaning set forth in Section 2(a).


 


“Event”
shall have the meaning set forth in Section 2(c).


 


“Event
Date” shall have the meaning set forth in Section 2(c).


 


“Filing
Date” means, with respect to the Initial Registration Statement required hereunder, the earlier of (i) in the event the Company
does not obtain the Waiver, within ten (10) calendar days following the date the Company’s Registration Statement(s) on Form S-1,
registering for resale shares of Common Stock that were issued in connection with offerings prior to the date hereof (the “Prior
Registration Statements”), is declared effective by the Commission and (ii) in the event the Company does obtain the Waiver,
the earliest practicable date on which the Company is permitted by Commission Guidance to file the Initial Registration Statement following
the filing of the Prior Registration Statements, and, with respect to any additional Registration Statements which may be required pursuant
to Section 2(b), the earliest practical date on which the Company is permitted by Commission Guidance to file such additional Registration
Statements related to the Registrable Securities.


 




    	 



     


    

 








“Holder”
or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.


 


“Indemnified
Party” shall have the meaning set forth in Section 6(c).


 


“Indemnifying
Party” shall have the meaning set forth in Section 6(c).


 


“Initial
Registration Statement” means the initial Registration Statement filed pursuant to this Agreement.


 


“Losses”
shall have the meaning set forth in Section 6(a).


 


“Plan
of Distribution” shall have the meaning set forth in Section 2(a).


 


“Prospectus”
means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated by the
Commission pursuant to the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to
the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference
in such Prospectus.


 


“Registrable
Securities” means, as of any date of determination, (a) the Shares issued pursuant to the Purchase Agreement and (b) any securities
issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing;
provided, however, that any such Registrable Securities shall cease to be Registrable Securities (and the Company shall not be
required to maintain the effectiveness of any, or file another, Registration Statement hereunder with respect thereto) for so long as
(a) a Registration Statement with respect to the sale of such Registrable Securities is declared effective by the Commission under the
Securities Act and such Registrable Securities have been disposed of by the Holder in accordance with such effective Registration Statement,
(b) such Registrable Securities have been previously sold in accordance with Rule 144 or otherwise by the Holder, or (c) such securities
become eligible for resale without volume or manner-of-sale restrictions and without current public information pursuant to Rule 144
as set forth in a written opinion letter to such effect, addressed, delivered and acceptable to the Transfer Agent and the affected Holders
(assuming that such securities and any securities issuable upon exercise, conversion, or exchange of which, or as a dividend upon which,
such securities were issued or are issuable, were at no time held by any Affiliate of the Company).


 


“Registration
Statement” means any registration statement required to be filed hereunder pursuant to Section 2(a) and any additional registration
statements contemplated by Section 2(b), including (in each case) the Prospectus, amendments and supplements to any such registration
statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference
or deemed to be incorporated by reference in any such registration statement.


 


“Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to
time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.


 




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“Rule
415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.


 


“Rule
424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.


 


“Seasoned
Issuer” means an issuer eligible to use Form S-3 under the Securities Act and who is not an “ineligible issuer”
as defined in Rule 405.


 


“Selling
Stockholder Questionnaire” shall have the meaning set forth in Section 3(a).


 


“Waiver”
means a waiver to be obtained from holders of the shares of Common Stock that were issued upon the conversion of the Series K Preferred
Stock, which holders were granted certain registration rights.


 


		2.	Shelf
                                            Registration.



 


		(a)	On
                                            or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration
                                            Statement covering the resale of all of the Registrable Securities that are not then registered
                                            on an existing and effective Registration Statement for an offering to be made on a continuous
                                            basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on an appropriate
                                            form covering the resale of the Registrable Securities and, subject to any comments from
                                            the Commission, shall contain (unless otherwise directed by at least 60% in interest of the
                                            Holders) substantially the “Plan of Distribution” attached hereto as Annex
                                            A and substantially the “Selling Stockholder” section attached hereto
                                            as Annex A; provided, however, that no Holder shall be required to be named
                                            as an “underwriter” without such Holder’s express prior written consent.
                                            Subject to the terms of this Agreement, the Company shall use its commercial best efforts
                                            to cause a Registration Statement filed under this Agreement be declared effective under
                                            the Securities Act as promptly as possible after the filing thereof, but in any event no
                                            later than the applicable Effectiveness Date, and shall use its commercial best efforts to
                                            keep such Registration Statement continuously effective under the Securities Act as to a
                                            Holder until the date that the Registrable Securities of the Holder covered by such Registration
                                            Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without
                                            volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for
                                            the Company to be in compliance with the current public information requirement under Rule
                                            144, as determined by Company Counsel pursuant to a written opinion letter to such effect,
                                            addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness
                                            Period”). The Company shall telephonically request effectiveness of a Registration
                                            Statement as of 5:00 p.m. (New York City time) on a Trading Day. The Company shall promptly
                                            notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement
                                            no later than one (1) Trading Day after the Company telephonically confirms effectiveness
                                            with the Commission, which shall be the date requested for effectiveness of such Registration
                                            Statement. The Company shall file a final Prospectus with the Commission as required by Rule
                                            424 no later than 9:30 a.m. (New York City time) one (1) Trading Day after the effective
                                            date of such Registration Statement.



 




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		(b)	If
                                            at any time the Commission takes the position that the offering of some or all of the Registrable
                                            Securities in a Registration Statement is not eligible to be made on a delayed or continuous
                                            basis under the provisions of Rule 415 under the Securities Act or requires any Holder to
                                            be named as an “underwriter,” the Company shall use its reasonable best efforts
                                            to persuade the Commission that the offering contemplated by the Registration Statement is
                                            a valid secondary offering and not an offering “by or on behalf of the issuer”
                                            as defined in Rule 415 and that none of the Holders is an “underwriter.” In the
                                            event that, despite the Company’s reasonable best efforts and compliance with the terms
                                            of this Section 2(b), the Commission refuses to alter its position, the Company shall (i)
                                            remove from the Registration Statement such portion of the Registrable Securities (the “Cut
                                            Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration
                                            and resale of the Registrable Securities as the Commission may require to assure the Company’s
                                            compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”),
                                            provided, however, that the Company shall not agree to name any Holder as an “underwriter”
                                            in such Registration Statement without the prior written consent of such Holder. Any cutback
                                            imposed on the Holders pursuant to this Section 2(b) shall be allocated among the Holders
                                            on a pro rata basis unless the SEC Restrictions otherwise require or provide or the Holders
                                            otherwise agree. In the event of a cutback hereunder, the Company shall give the Holders
                                            at least five (5) Trading Days prior written notice along with the calculations as to such
                                            Holder’s allotment. No liquidated damages shall accrue as to any Cut Back Shares until
                                            such date as the Company is able to effect the registration of such Cut Back Shares in accordance
                                            with any SEC Restrictions (such date, the “Restriction Termination Date”
                                            of such Cut Back Shares). From and after the Restriction Termination Date applicable to any
                                            Cut Back Shares, all of the provisions of this Section 2(b) (including the liquidated damages
                                            provisions) shall again be applicable to such Cut Back Shares; provided, however,
                                            that (x) the Filing Deadline for the Registration Statement including such Cut Back Shares
                                            shall be ten Business Days after such Restriction Termination Date and (y) the Effectiveness
                                            Deadline with respect to such Cut Back Shares shall be the ninetieth (90th) day
                                            immediately after the Restriction Termination Date or the one hundred and twentieth (120th)
                                            day if the Commission reviews such Registration Statement (but in any event no later than
                                            three (3) Business Days from the Commission indicating it has no further comments on such
                                            Registration Statement).



 


		(c)	Subject
                                            to Section 2(b), if: (i) the Initial Registration Statement is not filed on or prior to its
                                            Filing Date (if the Company files the Initial Registration Statement without affording the
                                            Holders the opportunity to review and comment on the same as required by Section 3(a) herein,
                                            the Company shall be deemed to have not satisfied this clause (i)), (ii) the Company fails
                                            to file with the Commission a request for acceleration of a Registration Statement in accordance
                                            with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five (5)
                                            Trading Days of the date that the Company is notified (orally or in writing, whichever is
                                            earlier) by the Commission that such Registration Statement will not be “reviewed”
                                            or will not be subject to further review, (iii) prior to the effective date of a Registration
                                            Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing
                                            to comments made by the Commission in respect of such Registration Statement within twenty-five
                                            (25) calendar days after the receipt of comments by or notice from the Commission that such
                                            amendment is required in order for such Registration Statement to be declared effective,
                                            (iv) a Registration Statement registering for resale all of the Registrable Securities is
                                            not declared effective by the Commission by the Effectiveness Date of the Initial Registration
                                            Statement, or (v) after the effective date of a Registration Statement, such Registration
                                            Statement ceases for any reason to remain continuously effective as to all Registrable Securities
                                            included in such Registration Statement, or the Holders are otherwise not permitted to utilize
                                            the Prospectus therein to resell such Registrable Securities, for more than twenty-five (25)
                                            consecutive calendar days or more than an aggregate of fifty (50) calendar days (which need
                                            not be consecutive calendar days) during any 12-month period (any such failure or breach
                                            being referred to as an “Event”, and for purposes of clauses (i) and (iv),
                                            the date on which such Event occurs, and for purpose of clause (ii) the date on which such
                                            five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such
                                            twenty-five (25) calendar day period is exceeded, and for purpose of clause (v) the date
                                            on which such twenty-five (25) or fifty (50) calendar day period, as applicable, is exceeded
                                            being referred to as “Event Date”), then, in addition to any other rights
                                            the Holders may have hereunder or under applicable law, on each such Event Date and on each
                                            monthly anniversary of each such Event Date (if the applicable Event shall not have been
                                            cured by such date) until the applicable Event is cured, the Company shall pay to each Holder
                                            an amount in cash, as partial liquidated damages and not as a penalty, equal to the product
                                            of 1.0% multiplied by the aggregate Subscription Amount paid by such Holder pursuant to the
                                            Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to
                                            this Section in full within seven days after the date payable, the Company will pay interest
                                            thereon at a rate of 12% per annum (or such lesser maximum amount that is permitted to be
                                            paid by applicable law) to the Holder, accruing daily from the date such partial liquidated
                                            damages are due until such amounts, plus all such interest thereon, are paid in full. The
                                            partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis
                                            for any portion of a month prior to the cure of an Event. Notwithstanding anything to the
                                            contrary in this Agreement or the Purchase Agreement, the maximum amount of liquidated damages
                                            that a Holder may receive shall not exceed 6% of the Subscription Amount of such Holder.



 




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		(d)	For
                                            the avoidance of doubt, in addition to the Registrable Securities, the Company shall be permitted,
                                            in its discretion, to register for resale shares of Common Stock not held by the Holders
                                            on a Registration Statement filed pursuant to this Agreement. In the event the Commission
                                            takes the position that the offering of some or all of the Registrable Securities in a Registration
                                            Statement is not eligible to be made on a delayed or continuous basis under the provisions
                                            of Rule 415 under the Securities Act or requires any Holder to be named as an “underwriter,”
                                            as more fully contemplated by Section 2(b), the Company hereby agrees that the Registrable
                                            Securities shall have priority and, the number of Registrable Securities included for resale
                                            in a Registration Statement shall be reduced last.



 


		3.	Registration
                                            Procedures. In connection with the Company’s registration obligations hereunder,
                                            the Company shall:



 


		(a)	Not
                                            less than five (5) Trading Days prior to the filing of each Registration Statement and not
                                            less than one (1) Trading Day prior to the filing of any related Prospectus or any amendment
                                            or supplement thereto (including any document that would be incorporated or deemed to be
                                            incorporated therein by reference), the Company shall (i) furnish to each Holder copies of
                                            all such documents proposed to be filed, which documents (other than those incorporated or
                                            deemed to be incorporated by reference) will be subject to the review of such Holders, and
                                            (ii) cause its officers and directors, counsel and independent registered public accountants
                                            to respond to such inquiries as shall be necessary, in the reasonable opinion of respective
                                            counsel to each Holder, to conduct a reasonable investigation within the meaning of the Securities
                                            Act. Each Holder agrees to furnish to the Company a completed questionnaire in the form attached
                                            to this Agreement as Annex B (a “Selling Stockholder Questionnaire”)
                                            on a date that is not less than two (2) Trading Days prior to the Filing Date or by the end
                                            of the fourth (4th) Trading Day following the date on which such Holder receives
                                            draft materials in accordance with this Section. Notwithstanding the foregoing, the Company
                                            shall not be required to furnish to the Holders any prospectus supplement being prepared
                                            and filed solely to name new or additional selling stockholders unless such Holders are named
                                            in such prospectus supplement. In addition, in the event that any Registration Statement
                                            is on Form S-1 (or other form which does not permit incorporation by reference), the Company
                                            shall not be required to furnish to the Holders any prospectus supplement containing information
                                            included in a report or proxy statement filed under the Exchange Act that would be incorporated
                                            by reference in a Registration Statement if such Registration Statement were on Form S-3
                                            (or other form which permits incorporation by reference). The Company shall duly consider
                                            any comments made by Holders and received by the Company no later than two Trading Days prior
                                            to the filing of the Registration Statement, but shall not be required to accept any such
                                            comments to which it reasonably objects.



 




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		(b)	(i)
                                            Prepare and file with the Commission such amendments, including post-effective amendments,
                                            to each Registration Statement and the Prospectus used in connection therewith as may be
                                            necessary to keep such Registration Statement continuously effective as to the applicable
                                            Registrable Securities for the Effectiveness Period and prepare and file with the Commission
                                            such additional Registration Statements in order to register for resale under the Securities
                                            Act all of the Registrable Securities, (ii) cause the related Prospectus to be amended or
                                            supplemented by any required Prospectus supplement (subject to the terms of this Agreement),
                                            and, as so supplemented or amended, to be filed pursuant to Rule 424, (iii) respond as promptly
                                            as reasonably possible to any comments received from the Commission with respect to each
                                            Registration Statement or any amendment thereto), and (iv) comply in all material respects
                                            with the applicable provisions of the Securities Act and the Exchange Act with respect to
                                            the disposition of all Registrable Securities covered by a Registration Statement during
                                            the applicable period in accordance (subject to the terms of this Agreement) with the intended
                                            methods of disposition by the Holders thereof set forth in such Registration Statement as
                                            so amended or in such Prospectus as so supplemented.



 


		(c)	Notify
                                            the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses
                                            (iii) through (vi) hereof, be accompanied by an instruction to suspend the use of the Prospectus
                                            until the requisite changes have been made) as promptly as reasonably possible (and, in the
                                            case of (i)(A) below, not less than three (3) Trading Days prior to such filing) and (if
                                            requested by any such Person) confirm such notice in writing no later than one (1) Trading
                                            Day following the day: (i)(A) when a Prospectus or any Prospectus supplement or post-effective
                                            amendment to a Registration Statement is proposed to be filed (but only to the extent notice
                                            is required under Section 3(a) above), (B) when the Commission notifies the Company whether
                                            there will be a “review” of such Registration Statement and whenever the Commission
                                            comments in writing on such Registration Statement (in which case the Company shall, solely
                                            to the extent such comments related to the Selling Stockholders or the Plan of Distribution
                                            sections, provide true and complete copies thereof and all written responses thereto to each
                                            of the Holders that pertain to the Holders as a Selling Stockholder; for purposes of clarify
                                            the Company shall have no obligation to provide any information that it reasonably believes
                                            would constitute material and non-public information), and (C) with respect to a Registration
                                            Statement or any post-effective amendment, when the same has been declared effective, (ii)
                                            of any request by the Commission or any other federal or state governmental authority for
                                            amendments or supplements to a Registration Statement or Prospectus or for additional information
                                            that pertains to the Holders as selling stockholders or the Plan of Distribution, (iii) of
                                            the issuance by the Commission or any other federal or state governmental authority of any
                                            stop order suspending the effectiveness of a Registration Statement covering any or all of
                                            the Registrable Securities or the initiation of any Proceedings for that purpose, (iv) of
                                            the receipt by the Company of any notification with respect to the suspension of the qualification
                                            or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction,
                                            or the initiation or threatening of any Proceeding for such purpose, (v) of the occurrence
                                            of any event or passage of time that makes the financial statements included in a Registration
                                            Statement ineligible for inclusion or incorporation by reference therein or any statement
                                            made in a Registration Statement or Prospectus or any document incorporated or deemed to
                                            be incorporated therein by reference untrue in any material respect or that requires any
                                            revisions to a Registration Statement, Prospectus, or other documents so that, in the case
                                            of a Registration Statement or the Prospectus, as the case may be, it will not contain any
                                            untrue statement of a material fact or omit to state any material fact required to be stated
                                            therein or necessary to make the statements therein, in light of the circumstances under
                                            which they were made, not misleading, and (vi) of the occurrence or existence of any pending
                                            corporate development with respect to the Company that the Company believes may be material
                                            and that, in the determination of the Company, makes it not in the best interest of the Company
                                            to allow continued availability of a Registration Statement or Prospectus; provided, however,
                                            that in no event shall any such notice contain any information which would constitute material,
                                            non-public information regarding the Company or any of its Subsidiaries.



 




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		(d)	Use
                                            its reasonable best efforts to avoid the issuance of, or, if issued, obtain the withdrawal
                                            of (i) any order stopping or suspending the effectiveness of a Registration Statement, or
                                            (ii) any suspension of the qualification (or exemption from qualification) of any of the
                                            Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.



 


		(e)	Furnish
                                            to each Holder, without charge, at least one conformed copy of each such Registration Statement
                                            and each amendment thereto, including financial statements and schedules, all documents incorporated
                                            or deemed to be incorporated therein by reference to the extent requested by such Person,
                                            and all exhibits to the extent requested by such Person (including those previously furnished
                                            or incorporated by reference) promptly after the filing of such documents with the Commission;
                                            provided, that any such item which is available on the EDGAR system (or successor
                                            thereto) need not be furnished in physical form.



 


		(f)	Subject
                                            to the terms of this Agreement, the Company hereby consents to the use of such Prospectus
                                            and each amendment or supplement thereto by each of the selling Holders in connection with
                                            the offering and sale of the Registrable Securities covered by such Prospectus and any amendment
                                            or supplement thereto, except after the giving of any notice pursuant to Section 3(d).



 


		(g)	Prior
                                            to any resale of Registrable Securities by a Holder, use its reasonable best efforts to register
                                            or qualify or cooperate with the selling Holders in connection with the registration or qualification
                                            (or exemption from the Registration or qualification) of such Registrable Securities for
                                            the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within
                                            the United States as any Holder reasonably requests in writing, to keep each registration
                                            or qualification (or exemption therefrom) effective during the Effectiveness Period and to
                                            do any and all other acts or things reasonably necessary to enable the disposition in such
                                            jurisdictions of the Registrable Securities covered by each Registration Statement, provided,
                                            that the Company shall not be required to qualify generally to do business in any jurisdiction
                                            where it is not then so qualified, subject the Company to any material tax in any such jurisdiction
                                            where it is not then so subject, or file a general consent to service of process in any such
                                            jurisdiction.



 


		(h)	If
                                            requested by a Holder, cooperate with such Holder to facilitate the timely preparation and
                                            delivery of certificates or book-entry statements representing Registrable Securities to
                                            be delivered to a transferee pursuant to a Registration Statement, which certificates or
                                            book-entry statements shall be free, to the extent permitted by the Purchase Agreement, of
                                            all restrictive legends, and to enable such Registrable Securities to be in such denominations
                                            and registered in such names as any such Holder may request.



 


		(i)	Upon
                                            the occurrence of any event contemplated by Section 3(c)(v), as promptly as reasonably possible
                                            under the circumstances taking into account the Company’s good faith assessment of
                                            any adverse consequences to the Company and its stockholders of the premature disclosure
                                            of such event, prepare a supplement or amendment, including a post-effective amendment, to
                                            a Registration Statement or a supplement to the related Prospectus or any document incorporated
                                            or deemed to be incorporated therein by reference, and file any other required document so
                                            that, as thereafter delivered, neither a Registration Statement nor such Prospectus will
                                            contain an untrue statement of a material fact or omit to state a material fact required
                                            to be stated therein or necessary to make the statements therein, in light of the circumstances
                                            under which they were made, not misleading. If the Company notifies the Holders in accordance
                                            with clauses (iii) through (vi) of Section 3(c) above to suspend the use of any Prospectus
                                            until the requisite changes to such Prospectus have been made, then the Holders shall suspend
                                            use of such Prospectus. The Company will use its commercial best efforts to ensure that the
                                            use of the Prospectus may be resumed as promptly as is practicable. The Company shall be
                                            entitled to exercise its right under this Section 3(i) to suspend the availability of a Registration
                                            Statement and Prospectus, subject to the payment of partial liquidated damages otherwise
                                            required pursuant to Section 2(c), for a period not to exceed 60 calendar days (which need
                                            not be consecutive days) in any 12-month period.



 




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		(j)	Otherwise
                                            use commercially reasonable efforts to comply with all applicable rules and regulations of
                                            the Commission under the Securities Act and the Exchange Act, including, without limitation,
                                            Rule 172 under the Securities Act, file any final Prospectus, including any supplement or
                                            amendment thereof, with the Commission pursuant to Rule 424 under the Securities Act, promptly
                                            inform the Holders in writing if, at any time during the Effectiveness Period, the Company
                                            does not satisfy the conditions specified in Rule 172 and, as a result thereof, the Holders
                                            are required to deliver a Prospectus in connection with any disposition of Registrable Securities
                                            and take such other actions as may be reasonably necessary to facilitate the registration
                                            of the Registrable Securities hereunder.



 


		(k)	The
                                            Company may require each selling Holder to furnish to the Company a certified statement as
                                            to the number of shares of Common Stock beneficially owned by such Holder and, if required
                                            by the Commission, the natural persons thereof that have voting and dispositive control over
                                            the shares. During any periods that the Company is unable to meet its obligations hereunder
                                            with respect to the registration of the Registrable Securities solely because any Holder
                                            fails to furnish such information within three (3) Trading Days of the Company’s request,
                                            any liquidated damages that are accruing at such time as to such Holder only shall be tolled
                                            and any Event that may otherwise occur solely because of such delay shall be suspended as
                                            to such Holder only, until such information is delivered to the Company.



 


		4.	Holders’
                                            Obligations. It shall be a condition precedent to the obligations of the Company to complete
                                            any registration pursuant to this Agreement with respect to the Registrable Securities of
                                            a Holder that such Holder shall timely furnish to the Company such information regarding
                                            itself, the Registrable Securities held by it and the intended method of disposition of the
                                            Registrable Securities held by it as shall be reasonably required by the Company to effect
                                            and maintain the effectiveness of the registration of such Registrable Securities and shall
                                            timely executive such documents in connection with such registration as the Company may reasonably
                                            request. Any sale of any Registrable Securities by any Holder pursuant to a Prospectus delivered
                                            by such Holder shall constitute a representation and warranty by such Holder that the information
                                            regarding such Holder is as set forth in such Prospectus, and that such Prospectus does not
                                            as of the time of such sale contain any untrue statement of a material fact regarding such
                                            Holder or omit to state any material fact regarding such Holder necessary to make the statements
                                            in such Prospectus, in light of the circumstances under which they were made, not misleading,
                                            solely to the extent such facts are based upon information regarding such Holder furnished
                                            in writing to the Company by such Holder for use in such Prospectus.



 


		5.	Registration
                                            Expenses. All fees and expenses incident to the Company’s performance of or compliance
                                            with its obligations shall be borne by the Company whether or not any Registrable Securities
                                            are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing
                                            sentence shall include, without limitation, (i) all registration and filing fees (including,
                                            without limitation, fees and expenses of the Company’s counsel and independent registered
                                            public accountants) (A) with respect to filings made with the Commission, (B) with respect
                                            to filings required to be made with any Trading Market on which the Common Stock is then
                                            listed for trading or quotation, and (C) in compliance with applicable state securities or
                                            Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation,
                                            fees and disbursements of counsel for the Company in connection with Blue Sky qualifications
                                            or exemptions of the Registrable Securities), (ii) printing expenses (including, without
                                            limitation, expenses of printing certificates for Registrable Securities), (iii) messenger,
                                            telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company,
                                            (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi)
                                            fees and expenses of all other Persons retained by the Company in connection with the consummation
                                            of the transactions contemplated by this Agreement. In addition, the Company shall be responsible
                                            for all of its internal expenses incurred in connection with the consummation of the transactions
                                            contemplated by this Agreement (including, without limitation, all salaries and expenses
                                            of its officers and employees performing legal or accounting duties), the expense of any
                                            annual audit and the fees and expenses incurred in connection with the listing of the Registrable
                                            Securities on any securities exchange as required hereunder. In no event shall the Company
                                            be responsible for any broker or similar commissions of any Holder or, except to the extent
                                            provided for in the Transaction Documents, any legal fees or other costs of the Holders.



 




    	8



     


    

 








		6.	Indemnification.



 


		(a)	Indemnification
                                            by the Company. The Company shall, notwithstanding any termination of this Agreement,
                                            indemnify and hold harmless each Holder, the officers, directors, members, partners, agents,
                                            brokers (including brokers who offer and sell Registrable Securities as principal as a result
                                            of a pledge or any failure to perform under a margin call of Common Stock), investment advisors
                                            and employees (and any other Persons with a functionally equivalent role of a Person holding
                                            such titles, notwithstanding a lack of such title or any other title) of each of them, each
                                            Person who controls any such Holder (within the meaning of Section 15 of the Securities Act
                                            or Section 20 of the Exchange Act) and the officers, directors, members, stockholders, partners,
                                            agents, and employees (and any other Persons with a functionally equivalent role of a Person
                                            holding such titles, notwithstanding a lack of such title or any other title) of each such
                                            controlling Person, to the fullest extent permitted by applicable law, from and against any
                                            and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable
                                            attorneys’ fees), and expenses (collectively, “Losses”), as incurred,
                                            arising out of or relating to (1) any untrue or alleged untrue statement of a material fact
                                            contained in a Registration Statement, any Prospectus or any form of prospectus or in any
                                            amendment or supplement thereto (it being understood that each Holder has approved Annex
                                            A hereto for this purpose) or in any preliminary prospectus, or arising out of or relating
                                            to any omission or alleged omission of a material fact required to be stated therein or necessary
                                            to make the statements therein (in the case of any Prospectus or supplement thereto, in light
                                            of the circumstances under which they were made) not misleading or (2) any violation or alleged
                                            violation by the Company of the Securities Act, the Exchange Act or any state securities
                                            law, or any rule or regulation thereunder, in connection with the performance of its obligations
                                            under this Agreement, except to the extent, but only to the extent, that (i) such untrue
                                            statements or omissions are based solely upon information regarding such Holder furnished
                                            in writing to the Company by such Holder expressly for use therein, or to the extent that
                                            such information relates to such Holder or such Holder’s proposed method of distribution
                                            of Registrable Securities and was reviewed and expressly approved in writing by such Holder
                                            expressly for use in a Registration Statement, such Prospectus or in any amendment or supplement
                                            thereto (it being understood that the Holder has approved Annex A hereto for this
                                            purpose) or (ii) in the case of an occurrence of an event of the type specified in Section
                                            3(c)(iii)-(vi), the use by such Holder of an outdated, defective or otherwise unavailable
                                            Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated,
                                            defective, or otherwise unavailable for use by such Holder and prior to the receipt by such
                                            Holder of the Advice contemplated in Section 6(d). The Company shall notify the Holders promptly
                                            of the institution, threat, or assertion of any Proceeding arising from or in connection
                                            with the transactions contemplated by this Agreement of which the Company is aware. Such
                                            indemnity shall remain in full force and effect regardless of any investigation made by or
                                            on behalf of such indemnified person and shall survive the transfer of any Registrable Securities
                                            by any of the Holders in accordance with Section 6(h).



 


		(b)	Indemnification
                                            by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless
                                            the Company, its directors, officers, agents and employees, each Person who controls the
                                            Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange
                                            Act), and the directors, officers, agents, or employees of such controlling Persons, to the
                                            fullest extent permitted by applicable law, from and against all Losses, as incurred, to
                                            the extent arising out of or based solely upon: any untrue or alleged untrue statement of
                                            a material fact contained in any Registration Statement, any Prospectus, or in any amendment
                                            or supplement thereto or in any preliminary prospectus, or arising out of or relating to
                                            any omission or alleged omission of a material fact required to be stated therein or necessary
                                            to make the statements therein (in the case of any Prospectus or supplement thereto, in light
                                            of the circumstances under which they were made) not misleading (i) to the extent, but only
                                            to the extent, that such untrue statement or omission is contained in any information so
                                            furnished in writing by such Holder to the Company expressly for inclusion in such Registration
                                            Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information
                                            relates to such Holder’s information provided in the Selling Stockholder Questionnaire
                                            or the proposed method of distribution of Registrable Securities and was reviewed and expressly
                                            approved in writing by such Holder expressly for use in a Registration Statement (it being
                                            understood that the Holder has approved Annex A hereto for this purpose), such Prospectus
                                            or in any amendment or supplement thereto. In no event shall the liability of a selling Holder
                                            be greater in amount than the dollar amount of the proceeds (net of all expenses paid by
                                            such Holder in connection with any claim relating to this Section 6 and the amount of any
                                            damages such Holder has otherwise been required to pay by reason of such untrue statement
                                            or omission) received by such Holder upon the sale of the Registrable Securities included
                                            in the Registration Statement giving rise to such indemnification obligation.



 




    	9



     


    

 








		(c)	Conduct
                                            of Indemnification Proceedings. If any Proceeding shall be brought or asserted against
                                            any Person entitled to indemnity hereunder (an “Indemnified Party”), such
                                            Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying
                                            Party”) in writing, and the Indemnifying Party shall have the right to assume the
                                            defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified
                                            Party and the payment of all fees and expenses incurred in connection with defense thereof,
                                            provided, that the failure of any Indemnified Party to give such notice shall not
                                            relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement,
                                            except (and only) to the extent that it shall be finally determined by a court of competent
                                            jurisdiction (which determination is not subject to appeal or further review) that such failure
                                            shall have materially and adversely prejudiced the Indemnifying Party.



 


An
Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but
the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party
has agreed in writing to pay such fees and expenses, (2) the Indemnifying Party shall have failed promptly to assume the defense of such
Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding, or (3) the named parties to
any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and counsel to
the Indemnified Party shall reasonably believe that a material conflict of interest is likely to exist if the same counsel were to represent
such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing
that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to
assume the defense thereof and the reasonable fees and expenses of no more than one separate counsel shall be at the expense of the Indemnifying
Party). The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which
consent shall not be unreasonably withheld or delayed. No Indemnifying Party shall, without the prior written consent of the Indemnified
Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes
an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.


 


Subject
to the terms of this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to
the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section)
shall be paid to the Indemnified Party, as incurred, within ten Trading Days of written notice thereof to the Indemnifying Party, provided,
that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable
to such actions for which such Indemnified Party is finally determined by a court of competent jurisdiction (which determination is not
subject to appeal or further review) not to be entitled to indemnification hereunder.


 




    	10



     


    

 








		(d)	Contribution.
                                            If the indemnification under Section 6(a) or 6(b) is unavailable to an Indemnified Party
                                            or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying
                                            Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion
                                            as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified
                                            Party in connection with the actions, statements or omissions that resulted in such Losses
                                            as well as any other relevant equitable considerations. The relative fault of such Indemnifying
                                            Party and Indemnified Party shall be determined by reference to, among other things, whether
                                            any action in question, including any untrue or alleged untrue statement of a material fact
                                            or omission or alleged omission of a material fact, has been taken or made by, or relates
                                            to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’
                                            relative intent, knowledge, access to information and opportunity to correct or prevent such
                                            action, statement, or omission. The amount paid or payable by a party as a result of any
                                            Losses shall be deemed to include, subject to the limitations set forth in this Agreement,
                                            any reasonable attorneys’ or other fees or expenses incurred by such party in connection
                                            with any Proceeding to the extent such party would have been indemnified for such fees or
                                            expenses if the indemnification provided for in this Section was available to such party
                                            in accordance with its terms.



 


The
parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 6(d) were determined by pro rata
allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately
preceding paragraph. In no event shall the contribution obligation of a Holder of Registrable Securities be greater in amount than the
dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 6 and the
amount of any damages such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation.


 


The
indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have
to the Indemnified Parties.


 


		7.	Miscellaneous.



 


		(a)	Remedies.
                                            In the event of a breach by the Company or by a Holder of any of their respective obligations
                                            under this Agreement, each Holder or the Company, as the case may be, in addition to being
                                            entitled to exercise all rights granted by law and under this Agreement, including recovery
                                            of damages, shall be entitled to specific performance of its rights under this Agreement.
                                            Each of the Company and each Holder agrees that monetary damages would not provide adequate
                                            compensation for any losses incurred by reason of a breach by it of any of the provisions
                                            of this Agreement and hereby further agrees that, in the event of any action for specific
                                            performance in respect of such breach, it shall not assert or shall waive the defense that
                                            a remedy at law would be adequate.



 


		(b)	Discontinued
                                            Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon
                                            receipt of a notice from the Company of the occurrence of any event of the kind described
                                            in Section 3(c)(iii) through (vi), such Holder will forthwith discontinue disposition of
                                            such Registrable Securities under a Registration Statement until it is advised in writing
                                            (the “Advice”) by the Company that the use of the applicable Prospectus
                                            (as it may have been supplemented or amended) may be resumed. The Company will use its best
                                            efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable.
                                            The Company agrees and acknowledges that any periods during which the Holder is required
                                            to discontinue the disposition of the Registrable Securities hereunder shall be subject to
                                            the provisions of Section 2(c).



 




    	11



     


    

 








		(c)	Piggy-Back
                                            Registrations. If, at any time during the Effectiveness Period, there is not an effective
                                            Registration Statement covering all of the Registrable Securities and the Company shall determine
                                            to prepare and file with the Commission a registration statement relating to an offering
                                            for its own account or the account of others under the Securities Act of any of its equity
                                            securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities
                                            Act) or their then equivalents relating to equity securities to be issued solely in connection
                                            with any acquisition of any entity or business or equity securities issuable in connection
                                            with the Company’s stock option or other employee benefit plans, then the Company shall
                                            deliver to each Holder a written notice of such determination and, if within fifteen days
                                            after the date of the delivery of such notice, any such Holder shall so request in writing,
                                            the Company shall include in such registration statement all or any part of such Registrable
                                            Securities such Holder requests to be registered; provided, however, that the
                                            Company shall not be required to register any Registrable Securities pursuant to this Section
                                            7(c) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current
                                            public information requirements) promulgated by the Commission pursuant to the Securities
                                            Act or that are the subject of a then effective Registration Statement that is available
                                            for resales or other dispositions by such Holder.



 


		(d)	Amendments
                                            and Waivers. The provisions of this Agreement, including the provisions of this sentence,
                                            may not be amended, modified or supplemented, and waivers or consents to departures from
                                            the provisions hereof may not be given, unless the same shall be in writing and signed by
                                            the Company and the Holders of 50.1% or more of the then outstanding Registrable Securities,
                                            provided, that, if any amendment, modification, or waiver adversely impacts a Holder
                                            (or group of Holders), the consent of such adversely impacted Holder (or group of Holders)
                                            shall be required. If a Registration Statement does not register all of the Registrable Securities
                                            pursuant to a waiver or amendment done in compliance with the previous sentence, then the
                                            number of Registrable Securities to be registered for each Holder shall be reduced pro rata
                                            among all Holders and each Holder shall have the right to designate which of its Registrable
                                            Securities shall be omitted from such Registration Statement. Notwithstanding the foregoing,
                                            a waiver or consent to depart from the provisions hereof with respect to a matter that relates
                                            exclusively to the rights of a Holder or some Holders and that does not directly or indirectly
                                            affect the rights of other Holders may be given only by such Holder or Holders of all of
                                            the Registrable Securities to which such waiver or consent relates; provided, however,
                                            that the provisions of this sentence may not be amended, modified, or supplemented except
                                            in accordance with the provisions of the first sentence of this Section 7(d). No consideration
                                            shall be offered or paid to any Person to amend or consent to a waiver or modification of
                                            any provision of this Agreement unless the same consideration also is offered to all of the
                                            parties to this Agreement.



 


		(e)	Notices.
                                            Any and all notices or other communications or deliveries required or permitted to be provided
                                            hereunder shall be delivered as set forth in the Purchase Agreement.



 


		(f)	Successors
                                            and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors
                                            and permitted assigns of each of the parties and shall inure to the benefit of each Holder.
                                            The Company may not assign (except by merger) its rights or obligations hereunder without
                                            the prior written consent of all of the Holders of the then outstanding Registrable Securities.
                                            Each Holder may assign their respective rights hereunder in the manner and to the Persons
                                            as permitted under Section 5.7 of the Purchase Agreement.



 


		(g)	No
                                            Inconsistent Agreements. Neither the Company nor any of its Subsidiaries has entered,
                                            as of the date hereof, nor shall the Company or any of its Subsidiaries, on or after the
                                            date of this Agreement, enter into any agreement with respect to its securities, that would
                                            have the effect of impairing the rights granted to the Holders in this Agreement or otherwise
                                            conflicts with the provisions hereof. Except as set forth on Schedule 7(g), neither
                                            the Company nor any of its Subsidiaries has previously entered into any agreement granting
                                            any registration rights with respect to any of its securities to any Person that have not
                                            been satisfied in full.



 


		(h)	Execution
                                            and Counterparts. This Agreement may be executed in two or more counterparts, all of
                                            which when taken together shall be considered one and the same agreement and shall become
                                            effective when counterparts have been signed by each party and delivered to the other party,
                                            it being understood that both parties need not sign the same counterpart. In the event that
                                            any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf”
                                            format data file, such signature shall create a valid and binding obligation of the party
                                            executing (or on whose behalf such signature is executed) with the same force and effect
                                            as if such facsimile or “.pdf” signature page were an original thereof.



 




    	12



     


    

 








		(i)	Governing
                                            Law. All questions concerning the construction, validity, enforcement and interpretation
                                            of this Agreement shall be determined in accordance with the provisions of the Purchase Agreement.



 


		(j)	Cumulative
                                            Remedies. The remedies provided herein are cumulative and not exclusive of any other
                                            remedies provided by law.



 


		(k)	Severability.
                                            If any term, provision, covenant, or restriction of this Agreement is held by a court of
                                            competent jurisdiction to be invalid, illegal, void, or unenforceable, the remainder of the
                                            terms, provisions, covenants, and restrictions set forth herein shall remain in full force
                                            and effect and shall in no way be affected, impaired, or invalidated, and the parties hereto
                                            shall use their commercially reasonable efforts to find and employ an alternative means to
                                            achieve the same or substantially the same result as that contemplated by such term, provision,
                                            covenant, or restriction. It is hereby stipulated and declared to be the intention of the
                                            parties that they would have executed the remaining terms, provisions, covenants, and restrictions
                                            without including any of such that may be hereafter declared invalid, illegal, void, or unenforceable.



 


		(l)	Headings.
                                            The headings in this Agreement are for convenience only, do not constitute a part of the
                                            Agreement and shall not be deemed to limit or affect any of the provisions hereof.



 


		(m)	Independent
                                            Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder
                                            are several and not joint with the obligations of any other Holder hereunder, and no Holder
                                            shall be responsible in any way for the performance of the obligations of any other Holder
                                            hereunder. Nothing contained herein or in any other agreement or document delivered at any
                                            closing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to
                                            constitute the Holders as a partnership, an association, a joint venture, or any other kind
                                            of group or entity, or create a presumption that the Holders are in any way acting in concert
                                            or as a group or entity with respect to such obligations or the transactions contemplated
                                            by this Agreement or any other matters, and the Company acknowledges that the Holders are
                                            not acting in concert or as a group, and the Company shall not assert any such claim, with
                                            respect to such obligations or transactions. Each Holder shall be entitled to protect and
                                            enforce its rights, including without limitation the rights arising out of this Agreement,
                                            and it shall not be necessary for any other Holder to be joined as an additional party in
                                            any proceeding for such purpose. The use of a single agreement with respect to the obligations
                                            of the Company contained was solely in the control of the Company, not the action or decision
                                            of any Holder, and was done solely for the convenience of the Company and not because it
                                            was required or requested to do so by any Holder. It is expressly understood and agreed that
                                            each provision contained in this Agreement is between the Company and a Holder, solely, and
                                            not between the Company and the Holders collectively and not between and among Holders.



 


		(n)	Designation
                                            of Law Firm. Ellenoff Grossman & Schole LLP is hereby designated as the law firm
                                            to review the Registration Statement on behalf of the Holders.



 





********************


(Signature
Pages Follow)


 




    	13



     


    

 


IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.


 


	 	THEMAVEN,
    INC.
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[SIGNATURE
PAGE OF HOLDERS FOLLOWS]


 




    	14



     


    

 


[SIGNATURE
PAGE OF HOLDERS TO MVEN RRA]


 


Name
of Holder: __________________________


Signature
of Authorized Signatory of Holder: __________________________


Name
of Authorized Signatory: _________________________


Title
of Authorized Signatory: __________________________


 


[SIGNATURE
PAGES CONTINUE]


 




    	15



     


    

 


Annex
A


 


PLAN
OF DISTRIBUTION


 


Each
Selling Stockholder (the “Selling Stockholders”) of the securities and any of their pledgees, assignees and successors-in-interest
may, from time to time, sell any or all of their securities covered hereby on the principal Trading Market or any other stock exchange,
market, or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated
prices. A Selling Stockholder may use any one or more of the following methods when selling securities:


 


	 	●	ordinary
    brokerage transactions and transactions in which the broker-dealer solicits purchasers;
	 	 	 
	 	●	block
    trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block
    as principal to facilitate the transaction;
	 	 	 
	 	●	purchases
    by a broker-dealer as principal and resale by the broker-dealer for its account;
	 	 	 
	 	●	an
    exchange distribution in accordance with the rules of the applicable exchange;
	 	 	 
	 	●	privately
    negotiated transactions;
	 	 	 
	 	●	settlement
    of short sales;
	 	 	 
	 	●	in
    transactions through broker-dealers that agree with the Selling Stockholders to sell a specified number of such securities at a stipulated
    price per security;
	 	 	 
	 	●	through
    the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
	 	 	 
	 	●	a
    combination of any such methods of sale; or
	 	 	 
	 	●	any
    other method permitted pursuant to applicable law.


 


The
Selling Stockholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act of 1933,
as amended (the “Securities Act”), if available, rather than under this Prospectus.


 


Broker-dealers
engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser)
in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in
excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or
markdown in compliance with FINRA IM-2440.


 


In
connection with the sale of the securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers
or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they
assume. The Selling Stockholders may also sell securities short and deliver these securities to close out their short positions, or loan
or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option
or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the
delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer
or other financial institution may resell pursuant to this Prospectus (as supplemented or amended to reflect such transaction).


 


The
Selling Stockholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters”
within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers
or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding,
directly or indirectly, with any person to distribute the securities.


 


The
Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company
has agreed to indemnify the Selling Stockholders against certain losses, claims, damages, and liabilities, including liabilities under
the Securities Act.


 




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We
agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Stockholders
without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for
the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar
effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule
of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable
state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered
or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is
complied with.


 


Under
applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously
engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M,
prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the
common stock by the Selling Stockholders or any other person. We will make copies of this Prospectus available to the Selling Stockholders
and have informed them of the need to deliver a copy of this Prospectus to each purchaser at or prior to the time of the sale (including
by compliance with Rule 172 under the Securities Act).


 




    	17



     


    

 


SELLING
STOCKHOLDERS


 


The
shares of common stock registered hereunder are being offered by the Selling Stockholders. For additional information regarding the issuances
of those shares of common stock, see “Private Placement of Common Stock” above. We are registering the shares of common stock
in order to permit the Selling Stockholders to offer the shares for resale from time to time. Except (i) as disclosed under the section
titled “Certain Relationships and Related Transactions and Director Independent” and (ii) for the ownership of the shares
of common stock, the Selling Stockholders have not had any material relationship with us within the past three years.


 


The
table below lists the Selling Stockholders and other information regarding the beneficial ownership of the shares of common stock by
each of the Selling Stockholders. The second column lists the number of shares of common stock beneficially owned by each Selling Stockholder,
based on its ownership of the shares of common stock, as of ________, 2021.


 


The
third column lists the shares of common stock being offered by this prospectus by the Selling Stockholders.


 


In
accordance with the terms of the Registration Rights Agreement with the Selling Stockholders, this Prospectus generally covers the resale
of all of the shares of common stock issued to the Selling Stockholders pursuant to the Purchase Agreement. The fourth column assumes
the sale of all of the shares offered by the Selling Stockholders pursuant to this Prospectus.


 


The
Selling Stockholders may sell all, some, or none of their shares in this offering. See “Plan of Distribution.”


 


	Name
    of Selling Stockholder	 	Number
    of shares of Common Stock Owned Prior to Offering	 	Maximum
    Number of shares of Common Stock to be Sold Pursuant to this Prospectus	 	Number
    of shares of Common Stock Owned After Offering
	 	 	 	 	 	 	 



 



    	18



     


    

 


Annex
B


 


THEMAVEN,
INC.


 


Selling
Stockholder Notice and Questionnaire


 







    	19