Exhibit
10.1


 


March
9, 2021


 


Joshua
Jacobs


____________________


____________________


 


Re:
Director Separation Agreement


 


Dear
Josh:


 


In
connection with your resignation from the Board of Directors of theMaven, Inc. (the “Company”) effective as
of March 9, 2021 (the “Effective Date”), you and the Company have agreed to the following:


 


1.
Vesting and Exercisability of Stock Options and Restricted Stock Awards. On the Effective Date, (i) all unvested options
under all of the Stock Option Agreements between the Company and you shall immediately vest, automatically and without any further
action by the parties hereto notwithstanding that you, on the previously scheduled vesting dates, may no longer be a director
or service provider to the Company, (ii) all vested options (including those whose vesting occurs pursuant the preceding clause)
under all of the Stock Option Agreements between the Company and you (including, without limitation, the options set forth on
Schedule A) shall continue to be exercisable for the term set forth each in each Stock Option Agreement, and (iii) all
unvested restricted stock awards under all Restricted Stock Agreements between the Company and you shall immediately vest, automatically
and without any further action by the parties hereto notwithstanding that you, on the previously scheduled vesting dates, may
no longer by a director or service provider to the Company. For the avoidance of doubt, all outstanding stock options and restricted
stock awards between you and the Company to which this Paragraph 1 applies are set forth on Schedule A attached hereto.


 


2.
Press Releases and Communications. Both the Company and you shall have mutual consent rights over any press releases, public
communications, and references to you in the Company’s securities filings, relating to your resignation from the Board of
Directors of the Company. You agree that you will not make or cause to be made any disparaging or negative statements about the
Company or any of its directors, officers, or employees, and the Company agrees that it will not, and it will direct its directors
and officers not to, make any disparaging or negative statements about you.


 


3.
Director Agreement. As of the Effective Date, the parties hereby agree that the Director Agreement, dated January 1, 2020,
and as subsequently amended, by and between you and the Company is terminated.


 




    	 



    	 



    

 


4.
Mutual Releases. (i) You, on behalf of yourself and your heirs, personal representatives, successors, and assigns, hereby
release, discharge, and waive any and all claims, counterclaims, actions, or causes of action whether asserted or unasserted and
whether known or unknown which you, he, she, or they have possessed or may possess up until the time of the Effective Date against
the Company and its affiliates, and covenants not to sue any of them for any of such claims, excepting from such release (a) the
terms and conditions of this letter agreement and documents contemplated to be delivered hereby, (b) continued indemnification
under the Company’s Amended and Restated Certificate of Incorporation, as amended, Amended & Restated Bylaws, as amended,
and applicable law, (c) continued coverage as a named insured under all of the Company’s D&O insurance policies, (d)
all rights under stock option and stock award agreements, stockholder, registration rights, investor rights, and similar agreements
to which you and the Company are a party, and (e) all rights as a stockholder of the Company, and (ii) effective on the Effective
Date, and excepting only the terms and conditions of this letter agreement and the documents contemplated to be delivered hereby,
the Company, on behalf of itself and its affiliates and its and their successors and assigns, hereby releases, discharges, and
waives any and all claims, counterclaims, actions, and causes of action whether asserted or unasserted and whether known or unknown
which it, he, she, or they may have possessed or may possess up until the time of the Effective Date against you, and your heirs,
personal representatives, successors, and assigns, including without limitation, any claims in any way related to your acts or
omissions as a director of the Company, or any possible legal, equitable, contract or tort claim, whether based on breach of contract,
fraud, libel, slander, tortious interference with business relations or otherwise, and covenants not to sue any of them for any
such claims. Notwithstanding the foregoing, the Company’s release of you shall not include any claims arising out of or
relating to any of your conduct that is criminal or fraudulent as determined in a final non-appealable judgment.


 


This
letter agreement may be executed in any number of counterparts, which together shall constitute this agreement. This agreement
shall be governed by, and construed in accordance with, the laws of the State of Delaware (without giving effect to the conflict
of laws principles thereof). Any amendments or modifications hereto must be executed in writing by all parties.


 


[Signature
Page Follows]


 




    	 



    	 



    

 


If
the foregoing correctly sets forth our agreement and understanding, please indicate your acceptance of the foregoing by signing
and returning to me a copy of this agreement.


 


	 	Very truly yours,
	 	 	 
	 	THEMAVEN, INC.
	 	 	 
	 	By:	/s/
    Ross Levinsohn
	 	Name:	Ross
    Levinsohn
	 	Title:
    	CEO


 


Accepted
and Agreed:


 


	Name:	/s/
    Joshua Jacobs	 
	 	Joshua
    Jacobs	 
	 	 	 
	Date:	March
    9, 2021	 


 




    	 



    	 



    

 


SCHEDULE
A


 


List
of Stock Options and Restricted Stock Awards


 


	Josh Jacobs Stock Option Grants	 	 	 	 	 	 
	Grant Date	 	Shares	 	 	Strike Price	 
	3/22/2017	 	 	20,000	 	 	$	1.20	 
	5/22/2017	 	 	60,000	 	 	$	1.70	 
	5/22/2017	 	 	240,000	 	 	$	1.11	 
	5/23/2018	 	 	200,000	 	 	$	1.90	 
	5/23/2018	 	 	400,000	 	 	$	1.90	 
	9/13/2018	 	 	1,500,000	 	 	$	0.56	 
	Total	 	 	2,420,000	 	 	 	 	 



 


	Josh Jacobs Restricted Stock Awards	 	 	 	 	 	 
	Grant Date	 	Shares	 	 	Value at Grant	 
	2/6/2020	 	 	62,500	 	 	$	0.75	 
	1/1/2021	 	 	83,333	 	 	$	0.60	 
	Total	 	 	145,833