Exhibit 10.2


 





FIRST AMENDMENT TO THE SHARE EXCHANGE
AGREEMENT


 


This FIRST AMENDMENT
TO THE SHARE EXCHANGE AGREEMENT (this “Amendment”), dated as of November 3, 2016, is by and among Integrated
Surgical Systems, Inc., a Delaware corporation (“Integrated”). TheMaven Network, Inc., a Nevada corporation
(“Maven”) and all the shareholders, option holders, warrant holders and holders of convertible securities of
Maven identified on Annex A hereto (collectively the “Shareholders”). Each of the parties to this Agreement
is individually referred to herein as a “Party”) and collectively, as the “Parties”). This
Amendment amends the Share Exchange Agreement dated October 14, 2016 between Integrated, Maven and the Shareholders, the terms
of which are incorporated herein (“Exchange Agreement”). All capitalized terms have the meaning set forth in
the Exchange Agreement.


 


Agreement


 


NOW, THEREFORE, in
consideration of the covenants and agreements herein contained, the parties hereto hereby agree as follows:


 


1.        Maven
Stock. Since the Exchange Agreement, Maven has, with the consent of Integrated, issued additional Maven Stock. Maven has 3,026,340
shares of Maven Stock issued and outstanding.


 


1.1 Consistent with
Section 1 of this Amendment, Section 1.1 of the Exchange Agreement is amended in its entirety to provide as follows:


 


At the
Closing, the Shareholders shall sell, transfer, convey, assign and deliver to Integrated all of his/her respective Maven Stock,
free and clear of all Liens, in exchange for the Shares of Integrated Stock. The number of Integrated Stock that each Shareholders
is entitled to receive at the Closing shall equal to (x) the percentage of total shares of Maven Stock (the “Maven Shareholder
Percentage Ownership”) the Shareholder owns immediately prior to the Closing (which shall equal to the total number of shares
of Maven Stock the Shareholder owns as set forth on the signature page of such Shareholder divided by 3,026,340),
multiplied by (y) the aggregate number of shares of Integrated Stock that that will be issued to the Shareholders at the
Closing (subject to adjustment pursuant to the Exchange Formula) (the “Shareholders Formula”). For the avoidance of
doubt, the aggregated number of shares of Maven Stock that will be transferred to Integrated at the Closing shall be 3,026,340.


 


1.2 In each other provision
in the Exchange Agreement where 2,967,000 is used, the number 2,967,000 shall be replaced by the number 3,026,340.


 


1.3 Pursuant to the
Exchange Formula, as amended by this Amendment, each share of Maven Stock shall convert into 4.13607 shares of Integrated Stock.


 


2.         Indemnification. Integrated shall pay to under Subparagraph (iii) of Section 1.2 of the Exchange Agreement, the sum of $3,920
to the State of Delaware. Integrated shall not file Amended Delaware Franchise Tax returns under Section 5.2(p) of the Exchange
Agreement; provided that Surviving Corporation shall indemnify, defend and hold the Shareholders harmless from and against any
Damages arising from any Delaware franchise taxes of Integrated, including any interest and penalties thereon, due for all periods
prior to Closing.





 






     


     


    

 


3.         Integrated Net Value. Integrated represents that the net value of Integrated pursuant to the Exchange Formula is $2,175,937.


 


4.         Board of Directors. Under Section 6.13, the Board shall appoint Ross Levinsohn as the independent director of the Surviving
Corporation, whose initial compensation for all positions as a director with the Surviving Corporation and its subsidiaries and
affiliate companies initially will not exceed $5,000 a month.


 


5.         Future Amendments; Stockholder Representative. Each Shareholder irrevocably authorizes and appoints the Stockholders’
Representative as the Shareholder’s representative and attorney-in-fact to act on behalf of such person with respect to the
Exchange Agreement and the transaction contemplated by the Exchange Agreement, including, the exercise of the power, to h hereafter
alter, modify and amend the Exchange Agreement and to enter any and all such amendments and modifications to the Agreement as the
Shareholder’s representative deems to be reasonable, appropriate and in furtherance of the transaction contemplated by the
Exchange Agreement. No Shareholder shall have the right to object to, dissent from, protest or otherwise contest the same. The
provisions of this Section, including the power of attorney granted hereby, are independent and severable, are irrevocable and
coupled with an interest and shall not be terminated by any act of any one or Shareholder, or by operation of law.


 


[Signature Page Follows]


 






     


     


    




 


SIGNATURE PAGE TO THE FIRST AMENDMENT

TO THE SHARE EXCHANGE AGREEMENT


 


IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to the Share Exchange Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.


 





	 	INTEGRATED SURGICAL SYSTEMS, INC.
	 	 
	 	By: /s/ Christopher A. Marlett
	 	Name:  Christopher A. Marlett
	 	Title:    Chief Executive Officer
	 	 
	 	 
	 	THEMAVEN NETWORK, INC.
	 	 
	 	By: /s/ James C. Heckman
	 	Name:  James C. Heckman
	 	Title:   Chief Executive Officer
	 	 
	 	By: /s/ William Sornsin 
	 	Name:  William Sornsin
	 	Title:    Chief Operating Officer
	 	 
	 	 
	 	SHAREHOLDER:
	 	 
	 	- See Below -                              
	 	[List of Shareholders:
	 	 
	 	James C. Heckman




	 	William C. Sornsin




	 	Benjamin G. Joldersma
	 	Marc T. Beck




	 	Donald J. Clore




	 	Robert Goree




	 	Lloyd G. Gregory




	 	Damien Joldersma




	 	Brian N. Ku




	 	Michael Strong




	 	Panayiotis Treperinas




	 	Aarti Varma




	 	Yoshiko Wright




	 	Joseph C. Wright




	 	John Deming




	 	Ross Levinsohn]