Exhibit
10.11


 


SECURITIES
PURCHASE AGREEMENT


 


This
SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of the 30th day of March 2018, by and
among TheMaven, Inc., a Delaware corporation (the “Company”) and each individual or entity named on the Schedule
of Buyers attached hereto (each such individual or entity, individually, a “Buyer” and all of such individuals
or entities, collectively, the “Buyers”).


 


RECITALS


 


A.
Subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933,
as amended (the “Securities Act”), and Rule 506(b) promulgated thereunder, the Company desires to issue and
sell to each Buyer, and each Buyer, severally and not jointly, desires to purchase from the Company, securities of the Company
as more fully described in this Agreement.


 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants of the parties hereinafter expressed and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, each intending to be legally bound,
agree as follows:


 


ARTICLE
I


RECITALS,
EXHIBITS, SCHEDULES


 


The
foregoing recitals are true and correct and, together with the Schedules and Exhibits referred to hereafter, are hereby incorporated
into this Agreement by this reference.


 


ARTICLE
II


DEFINITIONS


 


For
purposes of this Agreement, except as otherwise expressly provided or otherwise defined elsewhere in this Agreement, or unless
the context otherwise requires, the capitalized terms in this Agreement shall have the meanings assigned to them in this Article
as follows:


 


2.1
“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is
controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities
Act.


 


2.2
“Assets” means all of the properties and assets of the Company and its Subsidiaries, whether real, personal
or mixed, tangible or intangible, wherever located, whether now owned or hereafter acquired.


 


2.3
“Buyer’s Purchase Price” shall mean, with respect to any Buyer, the “Purchase Price” opposite
such Buyer’s name on the Schedule of Buyers.


 




    	 



     


    

 


2.4
“Claims” means any Proceedings, Judgments, Obligations, known threats, losses, damages, deficiencies, settlements,
assessments, charges, costs and expenses of any nature or kind.


 


2.5
“Common Stock” means the Company’s common stock, $0.01 par value per share.


 


2.6
“Consent” means any consent, approval, order or authorization of, or any declaration, filing or registration
with, or any application or report to, or any waiver by, or any other action (whether similar or dissimilar to any of the foregoing)
of, by or with, any Person, which is necessary in order to take a specified action or actions, in a specified manner and/or to
achieve a specific result.


 


2.7
“Contract” means any written contract, agreement, order or commitment of any nature whatsoever, including,
any sales order, purchase order, lease, sublease, license agreement, services agreement, loan agreement, mortgage, security agreement,
guarantee, management contract, employment agreement, consulting agreement, partnership agreement, shareholders agreement, buy-sell
agreement, option, warrant, debenture, subscription, call or put.


 


2.8
“Encumbrance” means any lien, security interest, pledge, mortgage, easement, leasehold, assessment, tax, covenant,
restriction, reservation, conditional sale, prior assignment, or any other encumbrance, claim, burden or charge of any nature
whatsoever.


 


2.9
“Environmental Requirements” means all Laws and requirements relating to human, health, safety or protection
of the environment or to emissions, discharges, releases or threatened releases of pollutants, contaminants, or Hazardous Materials
in the environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata),
or otherwise relating to the treatment, storage, disposal, transport or handling of any Hazardous Materials.


 


2.10
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder.


 


2.11
“GAAP” means generally accepted accounting principles, methods and practices set forth in the opinions and
pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants, and statements and
pronouncements of the Financial Accounting Standards Board, the SEC or of such other Person as may be approved by a significant
segment of the U.S. accounting profession, in each case as of the date or period at issue, and as applied in the U.S. to U.S.
companies.


 


2.12
“Governmental Authority” means any foreign, federal, state or local government, or any political subdivision
thereof, or any court, agency or other body, organization, group, stock market or exchange exercising any executive, legislative,
judicial, quasi-judicial, regulatory or administrative function of government.


 


2.13
“Hazardous Materials” means: (i) any petroleum or petroleum products, radioactive materials, asbestos in any
form that is or could become friable, urea formaldehyde foam insulation and transformers or other equipment that contain dielectric
fluid containing levels of polychlorinated biphenyls (PCB’s); (ii) any chemicals, materials, substances or wastes which
are now or hereafter become defined as or included in the definition of “hazardous substances,” “hazardous wastes,”
“hazardous materials,” “extremely hazardous wastes,” “restricted hazardous wastes,” “toxic
substances,” “toxic pollutants” or words of similar import, under any Law; and (iii) any other chemical, material,
substance, or waste, exposure to which is now or hereafter prohibited, limited or regulated by any Governmental Authority.


 




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2.14
“Judgment” means any final order, writ, injunction, fine, citation, award, decree, or any other judgment of
any nature whatsoever of any Governmental Authority.


 


2.15
“Law” means any provision of any law, statute, ordinance, code, constitution, charter, treaty, rule or regulation
of any Governmental Authority applicable to the Company.


 


2.16
“Leases” means all leases for real or personal property.


 


2.17
“Material Adverse Effect” means with respect to the event, item or question at issue, that such event, item
or question would not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or
enforceability of this Agreement or any of the Transaction Documents; (ii) a material adverse effect on the results of operations,
Assets, business or condition (financial or otherwise) of the Company and its subsidiaries, taken as a whole; or (iii) a material
adverse effect on the Company’s or its subsidiaries’ ability to perform, on a timely basis, its or their respective
Obligations under this Agreement or any Transaction Documents.


 


2.18
“Material Contract” means any Contract to which the Company or any subsidiary thereof is a party or by which
they or their respective assets is bound which is required to be filed as an exhibit to the Company’s filings with the SEC
pursuant to Item 601(b)(4) or Item 601(b)(10) of Regulation S-K promulgated by the SEC, and by its terms has current obligations
to be performed by the parties thereto, without regard to any statute of limitations periods during which an obligation may be
enforced.


 


2.19
“Obligation” means any debt, liability or obligation of any nature whatsoever, whether secured, unsecured,
recourse, nonrecourse, liquidated, unliquidated, accrued, absolute, fixed, contingent, ascertained, unascertained, known or unknown,
or obligations under executory Contracts.


 


2.20
“Ordinary Course of Business” means the ordinary course of business of the Company consistent with its past
custom and practice since November 7, 2016 (including with respect to quantity, quality and frequency).


 


2.21
“Permit” means any license, permit, approval, waiver, order, authorization, right or privilege of any nature
whatsoever, granted, issued, approved or allowed by any Governmental Authority.


 


2.22
“Person” means any individual, sole proprietorship, joint venture, partnership, company, corporation, association,
limited liability company, cooperation, trust, estate, Governmental Authority, or any other entity of any nature whatsoever.


 


2.23
“Principal Trading Market” shall mean the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq
Capital Market, the OTC Markets, including the Bulletin Board and Pink Sheets, the NYSE Euronext or the New York Stock Exchange,
whichever is at the time the principal trading exchange or market for the Common Stock.


 




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2.24
“Proceeding” means any demand, claim, suit, action, litigation, investigation, audit, study, arbitration, administrative
hearing, or any other proceeding of any nature whatsoever.


 


2.25
“Real Property” means any real estate, land, building, structure, improvement, fixture or other real property
of any nature whatsoever, including, but not limited to, fee and leasehold interests.


 


2.26
“Registration Rights Agreement” means the Registration Rights Agreement, dated the date hereof, among the Company
and the Buyers, in the form of Exhibit A attached hereto.


 


2.27
“SEC” means the United States Securities and Exchange Commission.


 


2.28
“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


2.29
“SEC Documents” is as defined in Section 6.7.


 


2.30
“Tax” means (i) any foreign, federal, state or local income, profits, gross receipts, franchise, sales, use,
occupancy, general property, real property, personal property, intangible property, transfer, fuel, excise, accumulated earnings,
personal holding company, unemployment compensation, social security, withholding taxes, payroll taxes, or any other tax of any
nature whatsoever, (ii) any foreign, federal, state or local organization fee, qualification fee, annual report fee, filing fee,
occupation fee, assessment, rent, or any other fee or charge of any nature whatsoever, or (iii) any deficiency, interest or penalty
imposed with respect to any of the foregoing.


 


2.31
“Tax Return” means any tax return, filing, declaration, information statement or other form or document required
to be filed in connection with or with respect to any Tax.


 


2.32
“Transaction Documents” means this Agreement and the Registration Rights Agreement, executed in connection
with the transactions contemplated hereunder.


 


ARTICLE
III


INTERPRETATION


 


In
this Agreement, unless the express context otherwise requires: (i) the words “herein,” “hereof” and “hereunder”
and words of similar import refer to this Agreement as a whole and not to any particular provision of this Agreement; (ii) references
to the words “Article” or “Section” refer to the respective Articles and Sections of this Agreement, and
references to “Exhibit” or “Schedule” refer to the respective Exhibits and Schedules annexed hereto; (iii)
references to a “party” mean a party to this Agreement and include references to such party’s permitted successors
and permitted assigns; (iv) references to a “third party” mean a Person not a party to this Agreement; (v) the terms
“dollars” and “$” means U.S. dollars; (vi) wherever the word “include,” “includes”
or “including” is used in this Agreement, it will be deemed to be followed by the words “without limitation.”


 




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ARTICLE
IV


PURCHASE
AND SALE


 


4.1
Sale and Issuance of Shares. Subject to the terms and conditions of this Agreement, each Buyer agrees, severally and not
jointly, to subscribe for and purchase, and upon acceptance by the Company of each such subscription, it agrees to sell and issue
to each Buyer, the number of shares of Common Stock (the “Shares” or sometimes referred to as the “Securities”)
set forth on the signature page to this Agreement. The Shares purchased shall be sold at a cash purchase price of $2.50 per Share
(the “Purchase Price”). The Company’s agreement with each Buyer is a separate agreement, and the sale
and issuance of the Shares to each Buyer is a separate sale and issuance from all other sales and issuances to other Buyers who
purchase Securities in this Offering.


 


4.2
Subscription Acceptance. The Shares are being sold on a rolling basis, which means that the Company may accept a subscription
for the sale of Shares to one or more Buyers from time to time, individually or in groups of subscriptions. The Purchase Price
will be paid into the accounts of the Company, not into an escrow or other segregated account, at the time of each Buyer’s
subscription and payment for Shares issued and sold by the Company pursuant to this Agreement. The funds paid by the Buyers to
the Company pursuant to the terms of this Agreement will be subject to the creditors of the Company upon payment by the Buyer
to the Company, even if the subscription is not yet accepted by the Company. Each subscription will be irrevocable once submitted
by each Buyer; provided, however, that the Company may reject any subscription of any Buyer in the Company’s sole discretion.
If the Company rejects a subscription from a Buyer, it will return the Purchase Price paid in respect thereof promptly, without
deduction or interest. The purchase, sale and issuance of the Shares pursuant to this Agreement shall take place at the location
as the parties shall mutually agree, no later than the second business day following the satisfaction or waiver of the conditions
provided in Articles VIII and IX of this Agreement.


 


4.3
Form of Payment; Delivery. Substantially concurrently with the delivery of an executed copy of this Agreement to the Company,
the Buyer purchasing and subscribing for Shares shall deliver to the Company, for deposit in an account designated by the Company,
the Buyer’s Purchase Price against delivery of the Shares being issued and sold.


 






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ARTICLE
V


BUYERS’
REPRESENTATIONS AND WARRANTIES


 


Each
Buyer represents and warrants to the Company, severally and not jointly, that:


 


5.1
Investment Purpose. Such Buyer is acquiring the Securities for his, her or its own account, for investment only, and not
with a view towards or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered
or exempted under the Securities Act; provided, however, that by making the representations herein, such Buyer reserves the right
to dispose of the Securities at any time in accordance with or pursuant to an effective registration statement covering such Securities
or an available exemption under the Securities Act. Such Buyer acknowledges that a legend will be placed on the certificates representing
the Securities in the following form:


 





THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND
ARE “RESTRICTED SECURITIES” AS THAT TERM IS DEFINED IN RULE 144 UNDER THE SECURITIES ACT. SUCH SECURITIES MAY NOT
BE OFFERED FOR SALE, SOLD, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT AND THE APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER, THE AVAILABILITY OF WHICH
IS TO BE ESTABLISHED TO THE REASONABLE SATISFACTION OF COUNSEL TO THE ISSUER.








 


5.2
Accredited Investor Status. Such Buyer is an “accredited investor” as that term is defined in Rule 501(a) of
Regulation D, as promulgated under the Securities Act.


 


5.3
Reliance on Exemptions. Such Buyer understands that the Securities are being offered and sold to him, her or it in reliance
on specific exemptions from the registration requirements of United States federal and state securities Laws and that the Company
is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements,
acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and
the eligibility of such Buyer to acquire the Shares.


 


5.4
Information. Such Buyer and his, her or its advisors, if any, have been furnished with all materials relating to the business,
finances and operations of the Company and other information such Buyer deemed material to making an informed investment decision
regarding his, her or its purchase of the Shares, which have been requested by such Buyer. Such Buyer acknowledges that he, she
or it has received, reviewed and/or had access to a copy of each of the SEC Documents. Among other things, such Buyer has carefully
considered (a) each of the risks described under the heading “Risk Factors” in the Company’s Form 10-K filed
April 10, 2017 (SEC Accession No. 0001144204-17-026149) and the other disclosure in that Form 10-K, (b) the additional risk factors
set forth on Exhibit B hereto, and (c) the other SEC Documents. Such Buyer and his, her or its advisors, if any, have been afforded
the opportunity to ask questions of the Company and its management. Such Buyer understands that his, her or its investment in
the Securities involves a high degree of risk. Such Buyer is in a position regarding the Company, which, based upon employment,
family relationship or economic bargaining power, enabled and enables such Buyer to obtain information from the Company in order
to evaluate the merits and risks of his, her or its investment in the Shares. Such Buyer has sought such accounting, legal and
tax advice as he, she or it has considered necessary to make an informed investment decision with respect to its acquisition of
the Securities. Without limiting the foregoing, such Buyer has carefully considered the potential risks relating to the Company
and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involves a high
degree of risk of loss of the Buyer’s entire investment in the Company. Such Buyer can afford to lose his, her or its entire
investment in the Company.


 




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5.5
No Minimum Offering Amount; Special Risk of Investment. The Company makes no representation or warranty to any Buyer regarding
the aggregate proceeds the Company shall receive in connection with the issuance and sale of Shares pursuant to this Agreement.
There is no minimum Offering size. Each Buyer also understands that the Company may not obtain sufficient funds from this Offering
to implement its current phase of its business plan as set forth in the SEC Documents. Each Buyer understands that the Company
may accept or reject such Buyer’s subscription and purchase of Shares hereunder, at any time, in the Company’s sole
discretion. Additionally, Buyers that subscribe for Shares, whose subscriptions are accepted early in the process of the Offering,
bear a greater risk in respect of their investment because the Company may not raise sufficient funds to implement its business
plan. Buyers who acquire Shares earlier in the Offering process will not receive any additional benefits, payments or other privileges
as a result of such earlier investment. Such Buyer’s Purchase Price, when paid to the Company, will be deposited in the
Company’s bank accounts and will be commingled with the general funds of the Company, subject to the demands of any creditors.
Any officer or director of the Company, or any of such parties’ affiliates, may participate in the Offering.


 


5.6
No Governmental Review. Such Buyer understands that no United States federal or state Governmental Authority has passed
on or made any recommendation or endorsement of the Shares, or the fairness or suitability of an investment in the Securities
or the Company, nor have such Governmental Authorities passed upon or endorsed the merits of the Offering.


 


5.7
Authorization, Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such
Buyer and is a valid and binding agreement of such Buyer, enforceable in accordance with its terms, except as such enforceability
may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and
other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.


 


5.8
General Solicitation. Such Buyer is not purchasing the Shares as a result of any advertisement, article, notice or other
communication regarding the Shares published in any newspaper, magazine or similar media or broadcast over television or radio
or presented at any seminar or any other general solicitation or general advertisement. Such Buyer represents that he, she or
it had a relationship with the Company preceding its decision to purchase the Shares from the Company.


 


5.9
Residency. If the Buyer is an individual, then such Buyer resides in the state or province identified on the signature
pages hereto as the address for such Buyer. If the Buyer is a partnership, corporation, limited liability company or other entity,
then the office or offices of such Buyer identified on the signature pages hereto as the address of such Buyer is the location
of its principal place of business and such entity is duly organized in its state of formation.


 


5.10
Brokers and Finders. With respect to such Buyer, no Person will have, as a result of the transactions contemplated by this
Agreement, any valid right, interest or claim against or upon the Company or any Buyer for any commission, fee or other compensation
pursuant to any agreement, arrangement or understanding entered into by or on behalf of such Buyer.


 




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5.11
FINRA. Such Buyer (i) has had no position, office or other material relationship within the past three years with the Company
or Persons known to it to be affiliates of the Company, and (ii) if such Buyer is a member of the Financial Industry Regulatory
Authority (“FINRA”) or an associated person of a member of FINRA, such Buyer, together with its affiliates
and any other associated persons of such member of FINRA, does not, and at the time of the acceptance by the Company of such Buyer’s
subscription for Shares pursuant to this Agreement will not, directly or indirectly have a beneficial interest (as determined
under FINRA Rule 5130(i)(1)) of more than 50% of the outstanding voting securities of the Company.


 


ARTICLE
VI


REPRESENTATIONS
AND WARRANTIES OF THE COMPANY


 


Except
as set forth and disclosed in the Company’s disclosure schedules (“Disclosure Schedules”) attached to
this Agreement and made a part hereof, the Company and the Subsidiaries each hereby makes the following representations and warranties
to the Buyer. The Disclosure Schedules shall be arranged in sections corresponding to the numbered and lettered sections and subsections
contained in this Article VI and certain other sections of this Agreement, and the disclosures in any section or subsection
of the Disclosure Schedules shall qualify other sections and subsections in this Article VI only to the extent it is readily
apparent from a reading of the disclosure that such disclosure is applicable to such other sections and subsections.


 


6.1
Subsidiaries. Except for Maven Coalition, Inc. (formerly theMaven Network, Inc.), a Nevada corporation (the “Operating
Sub”) and HP Acquisition Co., Inc., a Delaware corporation, a non-operating subsidiary formed solely for anticipated
merger with HubPages, Inc. (the “Merger Sub” and together with the Operating Sub, the “Subsidiaries”),
the Company has no subsidiaries and the Company does not own, directly or indirectly, any outstanding voting securities of or
other interests in, or have any control over, any other Person. The Company wholly-owns the Subsidiaries. With respect to the
Subsidiaries, all representations and warranties in this Article VI and elsewhere in this Agreement by the Company shall be deemed
repeated and re-made from and by each Subsidiary, as if such representations and warranties were independently made by each Subsidiary,
in this Agreement (but modified as necessary in order to give effect to the intent of the parties that such representation and
warranty is being made by each Subsidiary, rather than the Company, as applicable; provided, however, that in all cases the Company
shall remain liable the breach of any representation and warranty by the Subsidiaries). In addition, each representation and warranty
contained in this Article VI or otherwise set forth in this Agreement shall be deemed to mean and be construed to include
the Company and each of its subsidiaries, as applicable, regardless of whether each of such representations and warranties in
Article VI specifically refers to the Company’s subsidiaries or not.


 


6.2
Organization. The Company and each Subsidiary are corporations, duly organized, validly existing and in good standing under
the Laws of the jurisdiction in which they are incorporated. The Company has the full corporate power and authority and all necessary
certificates, licenses, approvals and Permits to: (i) enter into and execute this Agreement and the Transaction Documents and
to perform all of its Obligations hereunder and thereunder; and (ii) own and operate its Assets and properties and to conduct
and carry on its business as and to the extent now conducted and currently contemplated to be conducted. The Company is duly qualified
to transact business and is in good standing as a foreign corporation in each jurisdiction where the character of its business
or the ownership or use and operation of its Assets or properties requires such qualification, except to the extent that failure
to so qualify will not result in a Material Adverse Effect.


 




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6.3
Authority and Approval of Agreement; Binding Effect. The execution and delivery by the Company of the Transaction Documents
(which includes this Agreement), and the performance by the Company of all of its Obligations hereunder and thereunder, including
the issuance of the Shares, have been duly and validly authorized and approved by the Company and its board of directors pursuant
to all applicable Laws and no other corporate action or Consent on the part of the Company, its board of directors, its stockholders
or any other Person is necessary or required by the Company to execute and deliver the Transaction Documents, consummate the transactions
contemplated herein and therein, perform all of the Company’s Obligations hereunder and thereunder, or to issue the Shares.
Each of the Transaction Documents have been duly and validly executed by the Company (and the officer executing this Agreement
and all such other Transaction Documents is duly authorized to act and execute same on behalf of the Company) and constitute the
valid and legally binding agreements of the Company, enforceable against the Company in accordance with their respective terms,
except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,
moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’
rights and remedies.


 


6.4
Capitalization. As of March 29, 2018, the authorized capital stock of the Company consisted of (i) 100,000,000 shares of
Common Stock, of which 29,596,444 shares of Common Stock were issued and outstanding, and (ii) 1,000,000 shares of preferred stock,
of which there were 168 shares of the Series G Preferred Stock issued and outstanding. Also, as of December 29, 2017, the Company
had issued options and warrants to purchase 6,158,637 shares of Common Stock. All of such outstanding shares of Common Stock and
Series G Preferred Stock have been validly issued and are fully paid and nonassessable. The Company has received no notice, either
oral or written, with respect to the continued eligibility of the Common Stock for quotation on the Principal Trading Market,
and the Company has maintained all requirements on its part for the continuation of such quotation. No shares of Common Stock
are subject to preemptive rights or any other similar rights or any Encumbrances suffered or permitted by the Company. Except
as set forth on Schedule 6.4 of the Disclosure Schedules or disclosed herein, as of the date hereof: (i) there are no outstanding
options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities
or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or Contracts, commitments,
understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares
of capital stock of the Company or any of its subsidiaries, or options, warrants, scrip, rights to subscribe to, calls or commitments
of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company
or any of its subsidiaries; (collectively, “Derivative Securities”); (ii) there are no outstanding debt securities,
notes, credit agreements, credit facilities or other Contracts or instruments evidencing indebtedness of the Company or any of
its subsidiaries, or by which the Company or any of its subsidiaries is or may become bound; (iii) there are no outstanding registration
statements with respect to the Company or any of its securities (other than registration statements on Form S-1 and Form S-8 filed
prior to the date hereof); (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is
obligated to register the sale of any of their securities under the Securities Act (except pursuant to this Agreement); (v) there
are no financing statements securing obligations filed in connection with the Company or any of its Assets; (vi) there are no
securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related
agreement or the consummation of the transactions described herein or therein; and (vii) there are no outstanding securities or
instruments of the Company which contain any redemption or similar provisions, and there are no Contracts by which the Company
is or may become bound to redeem a security of the Company. Except as set forth on Schedule 6.4 of the Disclosure Schedules, there
are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock
to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.


 




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6.5
No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the other Transaction
Documents, and the consummation of the transactions contemplated hereby and thereby, will not: (i) constitute a violation of or
conflict with any provision of the Company’s or any Subsidiaries’s certificate or articles of incorporation, bylaws
or other organizational or charter documents; (ii) constitute a violation of, or a default or breach under (either immediately,
upon notice, upon lapse of time, or both), or conflict with, or give to any other Person any rights of termination, amendment,
acceleration or cancellation of, any provision of any Material Contract; (iii) constitute a violation of, or a default or breach
under (either immediately, upon notice, upon lapse of time, or both), or conflict with, any Judgment; (iv) assuming the accuracy
of the representations and warranties of the Buyers set forth in Article V above, constitute a violation of, or conflict with,
any Law (including United States federal and state securities Laws and the rules and regulations of any market or exchange on
which the Common Stock is quoted); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty
or other Encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, the Company or
any of Company’s Assets. The Company is not in violation of its certificate of incorporation, bylaws or other organizational
or governing documents and the Company is not in default or breach (and no event has occurred which with notice or lapse of time
or both could put the Company in default or breach) under, and the Company has not taken any action or failed to take any action
that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any Material Contract.
Except as specifically contemplated by this Agreement, the Company is not required to obtain any Consent of, from, or with any
Governmental Authority, or any other Person, in order for it to execute, deliver or perform any of its Obligations under this
Agreement or the Transaction Documents in accordance with the terms hereof or thereof, or to issue and sell the Shares in accordance
with the terms hereof. All Consents which the Company is required to obtain pursuant to the immediately preceding sentence have
been obtained or effected on or prior to the date hereof.


 


6.6
Issuance of Securities. The Shares are duly authorized and, upon issuance in accordance with the terms hereof shall be
duly issued, fully paid and non-assessable, and free from all Encumbrances, and, assuming the accuracy of the representations
and warranties of the Buyers set forth in Article V above, will be issued in compliance with all applicable United States federal
and state securities Laws. Assuming the accuracy of the representations and warranties of the Buyers set forth in Article V above,
the offer and sale by the Company of the Shares is exempt from: (i) the registration and prospectus delivery requirements of the
Securities Act; and (ii) the registration and/or qualification provisions of all applicable state and provincial securities and
“blue sky” laws.


 




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6.7
SEC Documents; Financial Statements. The Common Stock is registered pursuant to Section 12 of the Exchange Act and the
Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC
under the Exchange Act (all of the foregoing filed since November 7, 2016 or amended after the date hereof and all exhibits included
therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred
to as the “SEC Documents”). The Company is current with its filing obligations under the Exchange Act and all
SEC Documents have been filed on a timely basis or the Company has received a valid extension of such time of filing and has filed
any such SEC Document prior to the expiration of any such extension. The Company represents and warrants that true and complete
copies of the SEC Documents are available on the SEC’s website (www.sec.gov) at no charge to Buyers, and Buyers acknowledge
that each of them may retrieve all SEC Documents from such website and each Buyer’s access to such SEC Documents through
such website shall constitute delivery of the SEC Documents to Buyers. As of their respective dates, the SEC Documents complied
in all material respects with the requirements of the Exchange Act, and none of the SEC Documents, at the time they were filed
with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein
or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable Law
(except as such statements have been amended or updated in subsequent filings prior to the date hereof, which amendments or updates
are also part of the SEC Documents). As of their respective dates, the financial statements of the Company included in the SEC
Documents (“Financial Statements”) complied in all material respects with applicable accounting requirements
and the published rules and regulations of the SEC with respect thereto (except as such Financial Statements have been amended
or updated in subsequent filings prior to the date hereof, which amendments or updates are also part of the SEC Documents). All
of the Financial Statements have been prepared in accordance with GAAP, consistently applied, during the periods involved (except:
(i) as may be otherwise indicated in such Financial Statements or the notes thereto; or (ii) in the case of unaudited interim
statements, to the extent they may exclude footnotes or may be condensed or summary statements), and fairly present in all material
respects the consolidated financial position of the Company as of the dates thereof and the consolidated results of its operations
and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).
To the knowledge of the Company and its officers, no other information provided by or on behalf of the Company to the Buyers which
is not included in the SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary
in order to make the statements therein, in the light of the circumstance under which they are or were made, not misleading.


 


6.8
Absence of Certain Changes. Since the date the last of the SEC Documents was filed with the SEC, none of the following
have occurred:


 


(a)
There has been no event or circumstance of any nature whatsoever that has resulted in, or could reasonably be expected to result
in, a Material Adverse Effect; or


 


(b)
Except for this Agreement and the other Transaction Documents, there has been no transaction, event, action, development, payment,
or other matter of any nature whatsoever entered into by the Company that requires disclosure in an SEC Document which has not
been so disclosed.


 




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6.9
Absence of Litigation or Adverse Matters. Except as disclosed in the SEC Documents: (i) there is no Proceeding before or
by any Governmental Authority or any other Person, pending, or the best of Company’s knowledge, threatened or contemplated
by, against or affecting the Company, its business or Assets; (ii) there is no outstanding Judgments against or affecting the
Company, its business or Assets; and (iii) the Company is not in breach or violation of any Material Contract.


 


6.10
Liabilities of the Company. The Company does not have any Obligations of a nature required by GAAP to be disclosed on a
consolidated balance sheet of the Company, except: (i) as disclosed in the Financial Statements; or (ii) incurred in the Ordinary
Course of Business since the date of the last Financial Statements filed by the Company with the SEC, or (iii) disclosed on Schedule
6.10 of the Disclosure Schedules.


 


6.11
Title to Assets. The Company has good and marketable title to, or a valid license or leasehold interest in, all of its
Assets which are material to the business and operations of the Company as presently conducted and as presently contemplated to
be conducted, free and clear of all Encumbrances or restrictions on the transfer or use of same, other than restrictions on transfer
or use arising under a license or Lease with respect to such Assets that, individually or in the aggregate, would not have, or
be reasonably expected to, materially interfere with the purposes for which they are currently used and for the purposes for which
they are proposed to be used. The Company’s Assets are in good operating condition and repair, ordinary wear and tear excepted,
and are free of any latent or patent defects which might impair their usefulness, and are suitable for the purposes for which
they are currently used and for the purposes for which they are proposed to be used.


 


6.12
Real Estate.


 


(a)
Real Property Ownership. The Company does not own any Real Property.


 


(b)
Real Property Leases. Except pursuant to the Leases described in the SEC Documents (the “Company Leases”),
the Company does not lease any Real Property. With respect to each of the Company Leases, except as disclosed in the SEC Documents,
(i) the Company has been in peaceful possession of the property leased thereunder and neither the Company nor, to the Company’s
knowledge, the landlord is in default thereunder; (ii) no waiver, indulgence or postponement of any of the Obligations thereunder
has been granted by the Company or landlord thereunder; and (iii) there exists no event, occurrence, condition or act known to
the Company which, upon notice or lapse of time or both, would be or could become a default thereunder or which could result in
the termination of the Company Leases, or any of them, or have a Material Adverse Effect on the business of the Company, its Assets
or its operations or financial results. The Company has not violated nor breached any provision of any such Company Leases, and
all Obligations required to be performed by the Company under any of such Company Leases have been fully, timely and properly
performed. If requested by any of the Buyers, the Company has delivered to such Buyers true, correct and complete copies of all
Company Leases, including all modifications and amendments thereto, whether in writing or otherwise. The Company has not received
any written or oral notice to the effect that any of the Company Leases will not be renewed at the termination of the term of
such Company Leases, or that any of such Company Leases will be renewed only at higher rents.


 




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6.13
Material Contracts. An accurate, current and complete copy of each of the Material Contracts is readily available and filed
with the SEC as part of the SEC Documents, and each of the Material Contracts constitutes the principal terms of the agreement
of the respective parties thereto relating to the subject matter thereof. Each of the Material Contracts is in full force and
effect and is a valid and binding Obligation of the parties thereto in accordance with the terms and conditions thereof. The Obligation
required to be performed by the Company under each of the Material Contracts have been fully performed in all material respects
and the Company is not in default under any of the Material Contracts and, to the knowledge of the Company and its officers, all
Obligations required to be performed under the terms of each of the Material Contracts by any party thereto other than the Company
have been fully performed by all parties thereto, and no party to any Material Contracts is in default with respect to any term
or condition thereof, nor has any event occurred which, through the passage of time or the giving of notice, or both, would constitute
a default thereunder or would cause the acceleration or modification of any Obligation of any party thereto or the creation of
any Encumbrance upon any of the Assets of the Company. Further, the Company has received no notice, nor does the Company have
any knowledge, of any pending or contemplated termination of any of the Material Contracts and, no such termination is proposed
or has been threatened, whether in writing or orally.


 


6.14
Compliance with Laws. Except as set forth on Schedule 6.14 of the Disclosure Schedules, the Company is and at all times
has been in material compliance with all Laws. The Company has not received any notice that it is in violation of, has violated,
or is under investigation with respect to, or has been threatened to be charged with, any violation of any Law.


 


6.15
Intellectual Property. The Company owns or possesses adequate and legally enforceable rights or licenses to use all trademarks,
trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses,
approvals, governmental authorizations, trade secrets and all other intellectual property rights necessary to conduct its business
as now conducted and as currently contemplated to be conducted. The Company has not infringed trademarks, trade name rights, patents,
patent rights, copyrights, inventions, licenses, service names, service marks, service mark registrations, trade secrets or other
intellectual property rights of others, and there is no Claim being made or brought against, or to the Company’s knowledge,
being threatened against, the Company regarding trademarks, trade names, patents, patent rights, inventions, copyrights, licenses,
service names, service marks, service mark registrations, trade secrets or other intellectual property infringement; and the Company
is unaware of any facts or circumstances which might give rise to any of the foregoing.


 


6.16
Labor and Employment Matters. The Company is not involved in any labor dispute or, to the knowledge of the Company, is
any such dispute threatened. To the knowledge of the Company and its officers, none of the Company’s employees is a member
of a union and the Company believes that its relations with its employees are good. To the knowledge of the Company and its officers,
the Company has complied in all material respects with all Laws relating to employment matters, civil rights and equal employment
opportunities.


 




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6.17
Employee Benefit Plans. The Company is in compliance in all material respects with all presently applicable provisions
of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder
(“ERISA”); no “reportable event” (as defined in ERISA) has occurred with respect to any “pension
plan” (as defined in ERISA) for which the Company would have any Obligation; the Company has not incurred and does not expect
to incur any Obligation under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “pension plan”
or (ii) Sections 412 or 4971 of the Internal Revenue Code of 1986, as amended, including the regulations and published interpretations
thereunder (the “Code”); and each “pension plan” for which the Company would have any liability
that is intended to be qualified under Section 401(a) of the Code is so qualified in all material respects and nothing has occurred,
whether by action or by failure to act, which would cause the loss of such qualification. To the Company’s knowledge, the
Company has promptly paid and discharged all Obligations arising under ERISA of a character which if unpaid or unperformed might
result in the imposition of an Encumbrance against any of its Assets or otherwise have a Material Adverse Effect.


 


6.18
Tax Matters. The Company has timely filed all Tax Returns required by any jurisdiction to which it is subject, and each
such Tax Return has been prepared in compliance with all applicable Laws, and all such Tax Returns are true and accurate in all
respects. Except and only to the extent that the Company has set aside on its books provisions reasonably adequate for the payment
of all unpaid and unreported Taxes in compliance with Law, the Company has timely paid all Taxes shown or determined to be due
on such Tax Returns, except those being contested in good faith, and the Company has set aside on its books provision reasonably
adequate for the payment of all Taxes for periods subsequent to the periods to which such Tax Returns apply. There are no unpaid
Taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know
of no basis for any such claim. The Company has withheld and paid all Taxes to the appropriate Governmental Authority required
to have been withheld and paid in connection with amounts paid or owing to any Person. There is no Proceeding or Claim for a refund
now in progress, pending or, to the Company’s knowledge, threatened against or with respect to the Company regarding Taxes.


 


6.19
Insurance. The Company is covered by valid, outstanding and enforceable policies of insurance which were issued to it by
reputable insurers of recognized financial responsibility, covering its properties, Assets and businesses against losses and risks
normally insured against by other corporations or entities in the same or similar lines of businesses as the Company is engaged
and in coverage amounts which are prudent and typically and reasonably carried by such other corporations or entities (the “Insurance
Policies”). Such Insurance Policies are in full force and effect, and all premiums due thereon have been paid. None
of the Insurance Policies will lapse or terminate as a result of the transactions contemplated by this Agreement. The Company
has complied with the provisions of such Insurance Policies. The Company has not been refused any insurance coverage sought or
applied for and the Company does not have any reason to believe that it will not be able to renew its existing Insurance Policies
as and when such Insurance Policies expire or to obtain similar coverage from similar insurers as may be necessary to continue
its business at a cost that would not materially and adversely affect the condition, financial or otherwise, or the earnings,
business or operations of the Company. There is no material claim pending under any Insurance Policies as to which coverage has
been questioned, denied or disputed by the underwriters of such Insurance Policies.


 




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6.20
Permits. The Company possesses all Permits necessary to conduct its business, and the Company has not received any notice
of, and is not otherwise involved in any Proceedings relating to, the revocation or modification of any such Permits. All such
Permits are valid and in full force and effect and the Company is in material compliance with the respective requirements of all
such Permits.


 


6.21
Business Location. The Company has no office or place of business other than as identified in the SEC Documents and the
Company’s principal executive offices are located in Seattle, Washington. All books and records of the Company and other
material Assets of the Company are held or located at the offices and places of business identified in the SEC Documents.


 


6.22
Environmental Laws. The Company is and has at all times been in compliance in all material respects with any and all applicable
Environmental Requirements, and there are no pending Claims against the Company relating to any Environmental Requirements, nor
to the best knowledge of the Company, is there any basis for any such Claims.


 


6.23
Illegal Payments. Neither the Company, nor any director, officer, agent, employee or other Person acting on behalf of the
Company has, in the course of his actions for, or on behalf of, the Company: (i) used any corporate funds for any unlawful contribution,
gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment
to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision
of the U.S. Foreign Corrupt Practices Act of 1977, as amended (or similar anticorruption or anti-bribery laws of other jurisdictions);
or (iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government
official or employee.


 


6.24
Related Party Transactions. Except as disclosed in the SEC Documents, and except for arm’s length transactions pursuant
to which the Company makes payments in the Ordinary Course of Business upon terms no less favorable than the Company could obtain
from unaffiliated third parties, none of the officers, directors or employees of the Company, nor any stockholders who own, legally
or beneficially, five percent (5%) or more of the issued and outstanding shares of any class of the Company’s capital stock
(each a “Material Shareholder”), is presently a party to any transaction with the Company (other than for services
as employees, officers and directors), including any Contract providing for the furnishing of services to or by, providing for
rental of real or personal property to or from, or otherwise requiring payments to or from, any officer, director or such employee
or Material Shareholder or, to the best knowledge of the Company, any other Person in which any officer, director, or any such
employee or Material Shareholder has a substantial or material interest in or of which any officer, director or employee of the
Company or Material Shareholder is an officer, director, trustee or partner. There are no Claims or disputes of any nature or
kind between the Company, on the one hand, and any officer, director or employee of the Company or any Material Shareholder, on
the other hand, or, to the Company’s knowledge, between or among any of them, relating to the Company and its business.


 




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6.25
Internal Accounting Controls. Except as set forth in the SEC Documents, the Company and each of its subsidiaries maintain
a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance
with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation
of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to Assets is permitted only
in accordance with management’s general or specific authorization; and (iv) the recorded accountability for Assets is compared
with the existing Assets at reasonable intervals and appropriate action is taken with respect to any differences.


 


6.26
Acknowledgment Regarding Buyers’ Purchase of the Shares. The Company acknowledges and agrees that each Buyer is acting
solely in the capacity of an arm’s length purchaser with respect to this Agreement and the transactions contemplated hereby.
The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company (or in any similar
capacity) with respect to this Agreement and the transactions contemplated hereby and any advice given by any Buyer or any of
its representatives or agents in connection with this Agreement and the transactions contemplated hereby is merely incidental
to such Buyer’s purchase of the Shares. The Company further represents to each Buyer that the Company’s decision to
enter into this Agreement has been based solely on the independent evaluation by the Company and its representatives.


 


6.27
Listing and Maintenance Requirements. The Company’s Common Stock is registered pursuant to Section 12 of the Exchange
Act, and the Company has taken no action designed to, or which to the best of its knowledge is likely to have the effect of, terminating
the registration of the Common Stock under the Exchange Act, nor has the Company received any notification that the SEC is contemplating
terminating such registration.


 


6.28
Bad Actor. No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a
“Disqualification Event”) is applicable to the Company or, to the Company’s knowledge, any Company Covered
Person. As used in this Section 6.28, the term “Company Covered Person” means, with respect to the Company
as an “issuer” for purposes of Rule 506 promulgated under the Securities Act, any Person listed in the first paragraph
of Rule 506(d)(1).


 


6.29
Brokerage Fees. There is no Person acting on behalf of the Company who is entitled to or has any claim for any financial
advisory, brokerage or finder’s fee or commission in connection with the execution of this Agreement or the consummation
of the transactions contemplated hereby.


 


6.30
Disclosure. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction
Documents, the Company confirms that, to the knowledge of the Company, neither it nor any other Person acting on its behalf has
provided any of the Buyers or their agents or counsel with any information that it believes constitutes or might constitute material,
nonpublic information. The Company understands and confirms that each of the Buyers will rely on the foregoing representation
in effecting the contemplated transaction in securities of the Company under this Agreement.


 


6.31
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any Person acting on its or their behalf has,
directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security under circumstances
that would cause the Offering to be integrated with prior offerings by the Company for purposes of the Securities Act which would
require the registration of any such Securities under the Securities Act.


 




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6.32
No Investment Company. The Company is not, and is not an affiliate of, and immediately after receipt of payment for the
Securities will not be, or be an affiliate of, an “investment company,” a company controlled by an “investment
company” or an “affiliated person” of, or “promoter” or “principal underwriter” for,
an “investment company” within the meaning of the Investment Company Act of 1940, as amended.


 


6.33
U.S. Real Property Holding Corporation. The Company is not, nor has ever been, and so long as any of the Securities are
held by any of the Buyers, shall not become, a U.S. real property holding corporation within the meaning of Section 897 of the
Code, and the Company shall so certify upon any Buyer’s request.


 


ARTICLE
VII


COVENANTS


 


7.1
Best Efforts. Each party shall use its best efforts to timely satisfy each of the conditions to be satisfied by it as provided
in Articles VIII and IX of this Agreement.


 


7.2
Form D. If required by applicable Law, the Company agrees to file a Form D with respect to the sale of the Shares as required
under Regulation D of the Securities Act. The Company shall take such action as the Company shall reasonably determine is necessary
to qualify the Shares, or obtain an exemption for the Shares for sale to each of the Buyers pursuant to this Agreement under applicable
securities or “Blue Sky” Laws of the states of the United States.


 


7.3
Affirmative Covenants.


 


(a)
Reporting Status; Listing. Until the earlier of two (2) years from the date hereof or when the Shares are no longer registered
in the names of the Buyers on the books and records of the Company, the Company shall: (i) file in a timely manner all reports
required to be filed under the Securities Act, the Exchange Act or any securities Laws and regulations thereof applicable to the
Company of any state of the United States, or by the rules and regulations of the Principal Trading Market, and, if not otherwise
publicly available, to provide a copy thereof to each Buyer upon request; (ii) not terminate its status as an issuer required
to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would otherwise permit
such termination; (iii) if required by the rules and regulations of the Principal Trading Market, promptly secure the listing
of any of the Shares upon the Principal Trading Market (subject to official notice of issuance) and, take all reasonable action
under its control to maintain the continued listing, quotation and trading of its Common Stock on the Principal Trading Market,
and the Company shall comply in all respects with the Company’s reporting, filing and other Obligations under the bylaws
or rules of the Principal Trading Market, the Financial Industry Regulatory Authority, Inc. and such other Governmental Authorities,
as applicable.


 




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(b)
Rule 144. With a view to making available to each Buyer the benefits of Rule 144 under the Securities Act (“Rule
144”), or any similar rule or regulation of the SEC that may at any time permit Buyers to sell the Shares to the public
without registration, the Company represents and warrants to the Buyers that the Company ceased being a Shell Company on November
7, 2016, and since that date has been subject to Section 13 or 15(d) of the Exchange Act and has filed all required reports thereunder.
For the purposes hereof, the term “Shell Company” shall mean an issuer that meets the description set forth
under Rule 144(i)(1)(i). In addition, until the earlier of three (3) years from the date hereof or when the Shares no longer are
required to bear a restrictive legend, the Company shall, at its sole expense:


 


(i)
make, keep and ensure that adequate current public information with respect to the Company, as required in accordance with Rule
144, is publicly available;


 


(ii)
furnish to each Buyer, promptly upon reasonable request: (A) a written statement, executed by a senior officer of the Company,
certifying that the Company has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act;
and (B) such other information as may be reasonably requested by each Buyer to permit each Buyer to sell any of the Shares pursuant
to Rule 144 without limitation or restriction; and


 


(iii)
subject to compliance with Rule 144, promptly at the request of each Buyer, give the Company’s transfer agent instructions
to the effect that, upon the transfer agent’s receipt from any Buyer of a certificate (a “Rule 144 Certificate”)
certifying that such Buyer’s holding period (as determined in accordance with the provisions of Rule 144) for any portion
of the Shares which such Buyer proposes to sell (the “Securities Being Sold”) is not less than six (6) months,
and receipt by the transfer agent of the “Rule 144 Opinion” (as hereinafter defined) from the Company or its counsel
(or from such Buyer and its counsel as permitted below), the transfer agent is to effect the transfer of the Securities Being
Sold and issue to such Buyer or transferee(s) thereof one or more stock certificates representing the transferred Securities Being
Sold without any restrictive legend and without recording any restrictions on the transferability of such Securities Being Sold
on the transfer agent’s books and records or, at the Buyer’s option, the Securities Being Sold shall be transmitted
by the transfer agent to the Buyer by crediting the account of the Buyer’s or its designee’s balance account with
The Depository Trust Company through its Deposit or Withdrawal at Custodian system if the transfer agent is then a participant
in such system. In this regard, upon each Buyer’s request, the Company shall have an affirmative obligation at its expense
to cause its counsel to promptly issue to the transfer agent a legal opinion providing that, based on the Rule 144 Certificate,
the Securities Being Sold were or may be sold, as applicable, pursuant to the provisions of Rule 144, even in the absence of an
effective registration statement (the “Rule 144 Opinion”). If the transfer agent requires any additional documentation
in connection with any proposed transfer by any Buyer of any Securities Being Sold, the Company shall promptly deliver or cause
to be delivered to the transfer agent or to any other Person, all such additional documentation as may be necessary to effectuate
the transfer of the Securities Being Sold and the issuance of an unlegended certificate to any transferee thereof, all at the
Company’s expense.


 


7.4
Use of Proceeds. The Company shall use the net proceeds from the sale of the Shares for working capital, corporate acquisitions
and general corporate purposes, including marketing and product promotion, capital expenditures and payment of the fees and expenses
incurred in connection with the Offering.


 




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7.5
Fees and Expenses. The Company agrees to pay to each Buyer (or any designee or agent of the Buyers), upon demand, or to
otherwise be responsible for the payment of, any and all costs, fees, charges and expenses, including the reasonable fees, costs,
expenses and disbursements of counsel for any Buyer, and of any experts and agents, which any Buyer may incur or which may otherwise
be due and payable in connection with any documentary stamp taxes, intangibles taxes, recording fees, filing fees, or other similar
taxes, fees or charges imposed by or due to any Governmental Authority in connection with this Agreement or any other Transaction
Documents; The provisions of this Subsection shall survive the termination of this Agreement.


 


7.6
Public Disclosure of Buyers. The Company shall not publicly disclose the name of any Buyer, or include the name of any
Buyer in any filing with the SEC or any regulatory agency or Principal Trading Market, without the prior written consent of such
Buyer except: (a) as required by federal securities law in connection with any registration statement contemplated by the Registration
Rights Agreement or (b) to the extent such disclosure is required by Law or Principal Trading Market regulations, in which case
the Company shall provide Buyers with prior written notice of such disclosure permitted under this clause (b).


 


7.7
True-Up. During the period beginning on the twelve (12) month anniversary of the date hereof and ending ninety (90) days
thereafter, in the event that a Buyer sells one or more Shares on a national securities exchange or OTC marketplace or in an arm’s
length, unrelated third-party private sale, for a price less than the Purchase Price (a “Low Price Sale”),
such Buyer shall have the right, subject to providing the Company with reasonable evidence of such Low Price Sale, to automatically
receive a number of additional shares of the Company’s Common Stock at no additional cost (“Additional Shares”)
equal to (i) the difference between the aggregate amount such Buyer would have received if they had sold such shares at the Purchase
Price and the aggregate amount they did receive in connection with the Low Price Sale divided by (ii) the Low Price Sale per share
amount; provided, however, in no event shall the aggregate number of Additional Shares issued under this Section 7.7 exceed the
aggregate total number of the Shares sold under this Agreement.


 


7.8
Lock-Up. Each Buyer hereby agrees that, for a period one (1) year from the date of this Agreement (the “Restricted
Period”), it will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any
option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any of the
Shares purchased by such Buyer under this Agreement; or (ii) enter into any swap or other agreement, arrangement or transaction
that transfers to another, in whole or in part, directly or indirectly, any of the economic consequence of ownership of any of
the Shares purchased by such Buyer under this Agreement, whether any transaction described in clause (i) or (ii) is to be settled
by delivery of Common Stock, other securities, in cash or otherwise, without the prior written consent of the Company. In order
to enforce the restrictions agreed to by Buyer in this Section 7.8, the Company may impose stop-transfer instructions with respect
to any Shares purchased by each Buyer under this Agreement until the end of the Restricted Period. Any underwriters of the Company’s
securities shall be third-party beneficiaries of the restrictions set forth in this Section 7.8.


 




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ARTICLE
VIII


CONDITIONS
PRECEDENT TO THE COMPANY’S OBLIGATIONS TO SELL


 


The
obligation of the Company hereunder to issue and sell the Shares to each Buyer is subject to the satisfaction, at or before the
acceptance of a subscription by the Company from such Buyer, of each of the following conditions, provided that these conditions
are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:


 



8.1
The Buyer acquiring Shares shall have executed the Transaction Documents that require the Buyer’s execution, and delivered
them to the Company.


 


8.2
The Buyer acquiring Shares shall have paid the Buyer’s Purchase Price to the Company.


 


8.3
The representations and warranties of the Buyer acquiring Shares shall be true and correct in all material respects as of the
date when made and as of the acceptance by the Company of such Buyer’s subscription as though made at that time (except
for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date),
and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to the acceptance of such Buyer’s
subscription for Shares by the Company.


 


8.4
The Company shall have obtained all governmental, regulatory or third party consents and approvals necessary for the sale of the
Shares.


 


8.5
No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed
by any court or Governmental Authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated
by the Transaction Documents.


 


8.6
Since the date of execution of this Agreement, no event or series of events shall have occurred that resulted, or could reasonably
be expected to result, in a Material Adverse Effect.


 


8.7
Trading in the Common Stock shall not have been suspended by the SEC or any Principal Trading Market at any time since the date
of execution of this Agreement.


 


ARTICLE
IX


CONDITIONS
PRECEDENT TO A BUYER’S OBLIGATIONS TO PURCHASE


 


The
obligation of a Buyer hereunder to purchase the Shares is subject to the satisfaction, at or before the acceptance by the Company
of such Buyer’s subscription for Shares, of each of the following conditions (in addition to any other conditions precedent
elsewhere in this Agreement), provided that these conditions are for the benefit of each Buyer acquiring Shares and may be waived
by each such Buyer at any time in their sole discretion:


 


9.1
The Company shall have executed and delivered the Transaction Documents and delivered the same to the Buyers.


 


9.2
The Company shall have delivered to the transfer agent for the Company’s Common Stock issuance instructions and all other
documents required by such transfer agent to issue by direct registration in book-entry form in such Buyer’s name the number
of Shares that the Buyer is purchasing.


 




    	20



     


    

 


9.3
The representations and warranties of the Company and the Subsidiaries shall be true and correct in all material respects (except
to the extent that any of such representations and warranties are already qualified as to materiality, Material Adverse Effect
or similar qualification in Article VI above, in which case, such representations and warranties shall be true and correct in
all respects without further qualification) as of the date when made and as of the Company’s acceptance of such Buyer’s
subscription for Shares as though made at that time (except for representations and warranties that speak as of a specific date,
which shall be true and correct as of such specific date) and the Company and the Subsidiaries shall have performed, satisfied
and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed,
satisfied or complied with by the Company and the Subsidiaries at or prior to acceptance of such subscription.


 


9.4
The Company shall have obtained all governmental, regulatory or third party consents and approvals necessary for the sale of the
Shares.


 


9.5
No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed
by any court or Governmental Authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated
by the Transaction Documents.


 


9.6
Trading in the Common Stock shall not have been suspended by the SEC or any Principal Trading Market at any time since the date
of execution of this Agreement.


 


9.7
Since the date of execution of this Agreement, no event or series of events shall have occurred that resulted, or could reasonably
be expected to result, in a Material Adverse Effect.


 


ARTICLE
X


INDEMNIFICATION


 


10.1
Company’s Obligation to Indemnify. In consideration of each Buyers’ execution and delivery of this Agreement,
and in addition to all of the Company’s other obligations under this Agreement, the Company hereby agrees to defend and
indemnify each Buyer, and each Affiliate of each Buyer and their respective subsidiaries, and their respective directors, officers,
employees, agents and representatives, and the successors and assigns of each of them (collectively, the “Buyer Indemnified
Parties”) and the Company hereby agrees to hold the Buyer Indemnified Parties harmless, from and against any and all
Claims made, brought or asserted against the Buyer Indemnified Parties, or any one of them, and the Company hereby agrees to pay
or reimburse the Buyer Indemnified Parties for any and all Claims payable by any of the Buyer Indemnified Parties to any Person,
including reasonable attorneys’ and paralegals’ fees and expenses, court costs, settlement amounts, costs of investigation
and interest thereon from the time such amounts are due at one-half of the highest non-usurious rate of interest permitted by
applicable Law in the state of New York, through all negotiations, mediations, arbitrations, trial and appellate levels, as a
result of, or arising out of, or relating to: (i) any misrepresentation or breach of any representation or warranty made by the
Company or any Subsidiaries in this Agreement, the other Transaction Documents or any other certificate, instrument or document
contemplated hereby or thereby; (ii) any breach of any covenant, agreement or Obligation of the Company or any Subsidiary contained
in this Agreement, the other Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby;
or (iii) any Claims brought or made against the Buyer Indemnified Parties, or any one of them, by any Person and arising out of
or resulting from the execution, delivery, performance or enforcement of this Agreement, the other Transaction Documents or any
other instrument, document or agreement executed pursuant hereto or thereto. To the extent that the foregoing undertaking by the
Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of
each of the Claims covered hereby, which is permissible under applicable Law. The Company will not be liable to any Buyer under
this Section 10.1: (i) for any settlement by a Buyer in connection with any Claim effected without the Company’s prior written
consent, which consent shall not be unreasonably withheld, conditioned or delayed; or (ii) to the extent, but only to the extent,
that a Claim is attributable solely to any Buyer’s breach of any of the representations, warranties, covenants or agreements
made by such Buyer in this Agreement or in the other Transaction Documents.


 




    	21



     


    

 


ARTICLE
XI


MATTERS
RELATING TO THE BUYERS


 


11.1
Independent Nature of Buyers’ Obligations and Rights. The obligations of each Buyer under this Agreement and the
Transaction Documents are several and not joint with the obligations of any other Buyer, and no Buyer shall be responsible in
any way for the performance of the obligations of any other Buyer under any one or more of the Transaction Documents. The decision
of each Buyer to purchase the Shares pursuant to the Transaction Documents has been made by each such Buyer independently of the
other Buyers and independently of any information, materials, statements or opinions as to the business, affairs, operations,
assets, properties, liabilities, results of operations, condition (financial or otherwise) of the Company or of its subsidiaries,
if any, which may have been made or given by any other Buyer or any of their respective officers, directors, principals, employees,
agents, counsel or representatives (collectively, including the Buyer in question, the “Buyer Representatives”). No
Buyer Representative shall have any liability to any other Buyer or the Company relating to or arising from any such information,
materials, statements or opinions, if any. Each Buyer acknowledges that no other Buyer has acted as agent for such Buyer in connection
with making its investment decision hereunder and that no Buyer will be acting as agent of such other Buyer in connection with
monitoring such Buyer’s investment in the Securities or enforcing its rights under the Transaction Documents. Each Buyer
shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this
Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Buyer to be joined as an additional
party in any Proceeding for such purpose. The Company and each of the Buyers acknowledge that, for reasons of administrative convenience
the Company has elected to provide each of the Buyers with the same Transaction Documents for the purpose of closing a transaction
with multiple Buyers and not because it was required or requested to do so by any Buyer. In furtherance of the foregoing, and
not in limitation thereof, the Company and the Buyers acknowledge that nothing contained in this Agreement or in any Transaction
Document, and no action taken by any Buyer pursuant thereto, shall be deemed to constitute any two or more Buyers as a partnership,
an association, a joint venture or any other kind of entity, or create a presumption that the Buyers are in any way acting in
concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Buyer
acknowledges that he ,she or it has been advised by his or her own legal counsel, or has had the opportunity to engage his, her
or its own legal counsel, with respect to this Agreement, the other Transaction Documents, and the transactions contemplated hereby
and thereby and each Buyer understands and agrees that (i) he, she or it has carefully read and fully understands all of the terms
of this Agreement and each Transaction Document to which he, she or it is a party; and (ii) he or she is under no disability or
impairment that affects his or her decision to sign this Agreement or the other Transaction Documents and he or she knowingly
and voluntarily intends to be legally bound by this Agreement and the Transaction Documents.


 




    	22



    	 



    

 


11.2
Equal Treatment of Buyers. No consideration shall be offered or paid to any Buyer to amend or consent to a waiver or modification
of any provision of this Agreement or any of the other Transaction Documents, unless the same consideration is also offered to
all of the other Buyers parties to the Transaction Documents.


 


ARTICLE
XII


TERMINATION


 


12.1
Termination. This Agreement may be terminated prior to Outside Closing Date (defined below) (i) by written agreement of
any Buyer who had signed this Agreement but who had not yet acquired Shares and the Company, or (ii) by either the Company or
a Buyer who had signed this Agreement but not yet acquired Shares (as to itself but no other Buyer) upon written notice to the
other, if the acceptance by the Company of a subscription shall not have taken place by April 29, 2018, or such later date approved
by the Company’s Board of Directors, but in no event later than May 29, 2018 (“Outside Closing Date”);
provided, that the right to terminate this Agreement under this Section 12.1 shall not be available to any party whose
failure to comply with its obligations under this Agreement has been the cause of or resulted in the failure of the issuance and
sale of Shares to occur on or before such time.


 


12.2
Consequences of Termination. No termination of this Agreement shall release any party from any liability for breach by
such party of the terms and provisions of this Agreement or the other Transaction Documents.


 


ARTICLE
XIII


MISCELLANEOUS


 


13.1
Notices. All notices of request, demand and other communications hereunder shall be addressed to the parties as follows:


 


	 	If
    to the Company:	 	TheMaven,
    Inc.
	 	 	 	2125
    Western Avenue, Suite 502
	 	 	 	Seattle,
    WA 98121
	 	 	 	Attention:
    Martin Heimbigner
	 	 	 	Email:
    marty@maven.io



 






    	23



    	 



    

 


	 	With
    a copy (which shall not constitute notice pursuant to this Section 13.1) to:
	 	 
	 	 	 	Golenbock
    Eiseman Assor Bell & Peskoe LLP
	 		 	711
    Third Avenue
	 	 	 	New
    York, New York 10017
	 	 	 	Attention:
    Andrew D. Hudders
	 	 	 	Email:
    ahudders@golenbock.com
	 	 	 	Facsimile:
    (212) 818-8881
	 	 	 	 
	 	If
    to the Buyers:	 	To
    each Buyer based on the information set forth in the Schedule of Buyers attached hereto


 


unless
the address is changed by the party by like notice given to the other parties. Notice shall be in writing and shall be deemed
delivered: (i) if mailed by certified mail, return receipt requested, postage prepaid and properly addressed to the address above,
then three (3) business days after deposit of same in a regularly maintained U.S. mail receptacle; or (ii) if mailed by Federal
Express, UPS or other nationally recognized overnight courier service, next business morning delivery, then one (1) business day
after deposit of same in a regularly maintained receptacle of such overnight courier; or (iii) if hand delivered, then upon hand
delivery thereof to the address indicated on or prior to 5:00 p.m., New York time, on a business day. Any notice hand delivered
after 5:00 p.m., New York time, shall be deemed delivered on the following business day. Notwithstanding the foregoing, notice,
consents, waivers or other communications referred to in this Agreement may be sent by facsimile, e-mail, or other method of delivery,
but shall be deemed to have been delivered only when the sending party has confirmed (by reply e-mail or some other form of written
confirmation from the receiving party) that the notice has been received by the other party.


 


13.2
Entire Agreement. This Agreement, including the Exhibits and Schedules attached hereto and the documents delivered pursuant
hereto, including the Transaction Documents other than this Agreement set forth all the promises, covenants, agreements, conditions
and understandings between the parties hereto with respect to the subject matter hereof and thereof, and supersede all prior and
contemporaneous agreements, understandings, inducements or conditions, expressed or implied, oral or written, except as contained
herein and in the Transaction Documents; provided, however, except as explicitly stated herein, nothing contained in this Agreement
or any other Transaction Document shall (or shall be deemed to) (i) have any effect on any agreements any Buyer has entered into
with, or any instruments any Buyer has received from, the Company prior to the date hereof with respect to any prior investment
made by such Buyer in the Company or (ii) waive, alter, modify or amend in any respect any obligations of the Company, or any
rights of or benefits to any Buyer or any other Person, in any agreement entered into prior to the date hereof between or among
the Company and any Buyer, or any instruments any Buyer received from the Company prior to the date hereof, and all such agreements
and instruments shall continue in full force and effect in accordance with their respective terms.


 


13.3
Successors and Assigns. This Agreement, and any and all rights, duties and obligations hereunder, shall not be assigned,
transferred, delegated or sublicensed by the Company without the prior written consent of each Buyer. Subject to the foregoing
and except as otherwise provided herein, the provisions of this Agreement shall inure to the benefit of, and be binding upon,
the successors, assigns, heirs, executors and administrators of the parties hereto.


 


13.4
Binding Effect. This Agreement shall be binding upon the parties hereto, their respective successors and permitted assigns.


 






    	24



    	 



    

 


13.5
Amendment. Except as specifically set forth herein, neither the Company nor any Buyer makes any representation, warranty,
covenant or undertaking with respect to such matters. For clarification purposes, the Recitals are part of this Agreement. No
provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Required Buyers.
Any amendment to any provision of this Agreement made in conformity with the provisions of this Section 13.5 shall be binding
on all Buyers and holders of Securities, as applicable, provided that no such amendment shall be effective to the extent that
it (1) applies to less than all of the holders of the Securities then outstanding, (2) imposes any Obligation or liability on
any Buyer without such Buyer’s prior written consent (which may be granted or withheld in such Buyer’s sole discretion),
or (3) adversely affects any Buyer in a manner differently than other Buyers. No waiver shall be effective unless it is in writing
and signed by an authorized representative of the waiving party, provided that the Required Buyers may waive any provision of
this Agreement, and any waiver of any provision of this Agreement made in conformity with the provisions of this Section 13.5
shall be binding on all Buyers and holders of Securities, as applicable, provided that no such waiver shall be effective to the
extent that it (1) applies to less than all of the holders of the Securities then outstanding (unless a party gives a waiver as
to itself only), (2) imposes any Obligation on any Buyer without such Buyer’s prior written consent (which may be granted
or withheld in such Buyer’s sole discretion)., or (3) adversely affects any Buyer in a manner differently than other Buyers.
No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of any
of the Transaction Documents unless the same consideration also is offered to all of the parties to the Transaction Documents
who are holders of Securities. The Company has not, directly or indirectly, made any agreements with any Buyers relating to the
terms or conditions of the transactions contemplated by the Transaction Documents except as set forth in the Transaction Documents.
Without limiting the foregoing, the Company confirms that, except as set forth in this Agreement, no Buyer has made any commitment
or promise or has any other Obligation to provide any financing to the Company or otherwise. As a material inducement for each
Buyer to enter into this Agreement, the Company expressly acknowledges and agrees that no due diligence or other investigation
or inquiry conducted by a Buyer or any Buyer Representative shall affect such Buyer’s right to rely on, or shall modify
or qualify in any manner or be an exception to any of, the Company’s representations and warranties contained in this Agreement
or any other Transaction Document. “Required Buyers” means, as of any date of determination, Buyers holding
a majority of the Shares sold pursuant to this Agreement and those of similar tenor as part of the offering of which this Agreement
is part.


 


13.6
Gender and Use of Singular and Plural. All pronouns shall be deemed to refer to the masculine, feminine, neuter, singular
or plural, as the identity of the party or parties or their personal representatives, successors and assigns may require.


 


13.7
Execution. This Agreement may be executed in one or more counterparts, all of which taken together shall be deemed and
considered one and the same Agreement, and same shall become effective when counterparts have been signed by each party and each
party has delivered its signed counterpart to the other party. A digital reproduction, portable document format (“.pdf”)
or other reproduction of this Agreement may be executed by one or more parties hereto and delivered by such party by electronic
signature (including signature via DocuSign or similar services), electronic mail or any similar electronic transmission
device pursuant to which the signature of or on behalf of such party can be seen. Such execution and delivery shall be considered
valid, binding and effective for all purposes.


 




    	25



    	 



    

 


13.8
Headings. The article and section headings contained in this Agreement are inserted for convenience only and shall not
affect in any way the meaning or interpretation of the Agreement.


 


13.9
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents
shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard
to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement
and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a
party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively
in the state and federal courts sitting in the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in the State of New York, for the adjudication of any dispute hereunder or in connection
herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert
in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such
suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper.
Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each party
hereby irrevocably waives any right it may have, and agrees not to request, a jury trial for the adjudication of any dispute hereunder
or in connection with or arising out of this Agreement or any transaction contemplated hereby. If either party shall commence
an action or proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such action or proceeding
shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the
investigation, preparation and prosecution of such action or proceeding.


 


13.10
Further Assurances. The parties hereto will execute and deliver such further instruments and do such further acts and things
as may be reasonably required to carry out the intent and purposes of this Agreement.


 


13.11
Survival. The representations and warranties contained herein shall survive the expiration or termination of this Agreement.
Each Buyer shall be responsible only for its own representations, warranties and covenants hereunder.


 


13.12
Joint Preparation. The preparation of this Agreement has been a joint effort of the parties and the resulting documents
shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than the other.


 


13.13
Severability. If any one of the provisions contained in this Agreement, for any reason, shall be held invalid, illegal
or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this
Agreement, and this Agreement shall remain in full force and effect and be construed as if the invalid, illegal or unenforceable
provision had never been contained herein.


 


13.14
No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted
successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.


 


13.15
WAIVER OF JURY TRIAL. THE BUYERS AND THE COMPANY, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL,
EACH KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES, IRREVOCABLY, THE RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING
BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT
EXECUTED OR CONTEMPLATED TO BE EXECUTED IN CONJUNCTION WITH THIS AGREEMENT, OR ANY COURSE OF CONDUCT OR COURSE OF DEALING IN WHICH
THE BUYERS AND THE COMPANY ARE ADVERSE PARTIES. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE BUYERS TO PURCHASE THE SHARES.


 


[SIGNATURES
ON THE FOLLOWING PAGES]


 




    	26



    	 



    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date and year set forth above.


 


	 	“COMPANY”
	 	 	 
	 	THEMAVEN,
    INC.,
	 	a
    Delaware corporation
	 	 	 
	 	By:	/s/
    James Heckman
	 	 	James
    Heckman,
	 	 	Chief
    Executive Officer


 


Signature
Page to Securities Purchase Agreement


 




    	 



     


    




 


BUYER
SIGNATURE PAGE FOR SECURITIES PURCHASE AGREEMENT


 


WITH
THEMAVEN, INC.


 


By
its execution below, the undersigned Buyer hereby acknowledges and agrees to the terms set forth in the Securities Purchase Agreement
to which this signature page is attached.


 


	FOR
    ENTITY INVESTORS:	 	FOR
    INDIVIDUAL INVESTORS:
	 	 	 	 	      
	MARK
    AND TAMMY STROME FAMILY TRUST	 	 	 
	 	 	 	 
	 	 	 	Signature:	 
	By:	/s/
    Mark Strome	 	Name:	 
	Name:	Mark
    Strome	 	 	 
	Title:	Trustee	 	Signature:	 
			 	Name:	 


 


	WORK
    ADDRESS:	 	HOME
    ADDRESS:
	100
    Wiltshire Blvd	 	 
	Suite
    1750	 	 	 
	Attention:
    Mark Strome	 	 
	Phone:310-917-6600	 	 	       
	Fax:
    307-752-1402	 	Phone:	 
	E-mail:
    mstrome@strome.com	 	 	 
	Taxpayer
    ID#: ___________________________________	 	SSN:	 


 


Number
of Shares to be Purchased: 500,000


 


Amount
of Subscription (number of shares X $2.50): $1,250,000


 




    	 



     


    

 


EXHIBIT
A


 


REGISTRATION
RIGHTS AGREEMENT


 




    	 



     


    

 


EXHIBIT
B


 


ADDITIONAL
RISK FACTORS


 


The
shares of the Company’s common stock that have not been registered under the Securities Act of 1933, as amended (the “Securities
Act”), including the Shares issued pursuant to this Agreement, are subject to resale restrictions imposed by Rule 144
under the Securities Act (“Rule 144”), including those set forth in Rule 144(i) which apply to a former “shell
company.” Pursuant to Rule 144, a “shell company” is defined as a company that has no or nominal operations
and either no or nominal assets, assets consisting solely of cash and cash equivalents or assets consisting of any amount of cash
and cash equivalents and nominal other assets. As such, the Company was, until November 7, 2016, a “shell company”
pursuant to Rule 144 (as further described in the SEC Filings), and as such, sales of the Company’s securities pursuant
to Rule 144 are not able to be made until a period of at least twelve months has elapsed from the date on which the information
that is required by Form 10 to register the Company’s securities under the Securities Exchange Act of 1934, as amended,
(the “Exchange Act”) is filed with the Securities and Exchange Commission (the “Commission”).
The Company filed such information with the Commission on November 7, 2016. Therefore, any restricted securities the Company has
sold or may sell in the future (including Shares sold pursuant to this Agreement) or issues to consultants or employees, in consideration
for services rendered or for any other purpose, will have no liquidity until and unless such securities are registered with the
Commission and/or until six months after the date of issuance and we have otherwise complied with the other requirements of Rule
144. As a result, it may be harder for the Company to fund its operations and pay its employees and consultants with the Company’s
securities instead of cash. Furthermore, it will be harder for the Company to raise funding through the sale of debt or equity
securities unless it agrees to register such securities with the Commission, which could cause the Company to expend additional
resources in the future. The Company’s prior status as a “shell company” could prevent it in the future from
raising additional funds, engaging employees and consultants, and using its securities to pay for any acquisitions, which could
cause the value of its securities, if any, to decline in value or become worthless.


 


Under
Rule 144, restricted or unrestricted securities that were initially issued by a reporting or non-reporting shell company, or a
company that was at any time previously a reporting or non-reporting shell company, can only be resold in reliance on Rule 144
if the following conditions are met:


 


	 	●	the
    issuer of the securities that was formerly a reporting or non-reporting shell company has ceased to be a shell company; 
	 	●	the
    issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; 
	 	●	the
    issuer of the securities has filed all reports and material required to be filed under Section 13 or 15(d) of the Exchange
    Act, as applicable, during the preceding twelve months (or shorter period that the Issuer was required to file such reports
    and materials), other than Form 8-K reports; and 
	 	●	at
    least one year has elapsed from the time the issuer filed the current Form 10 type information with the SEC reflecting its
    status as an entity that is not a shell company. 


 


At
the present time, the Company is not classified as a “shell company” under Rule 405 of the Securities Act or Rule
12b-2 of the Exchange Act. However, in the event the Company was to be so designated in the future, Buyers of Shares would be
unable to sell such Shares under Rule 144.