Exhibit 10.4





 


NEITHER
THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A
LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


 


COMMON
STOCK PURCHASE WARRANT

 

THEMAVEN, INC.


 


 


Warrant
Shares: 1,500,000


Date
of Issuance: June 15, 2018 (“Issuance Date”)


 


This COMMON
STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received in the form of the surrender of certain
existent rights for additional shares of Common Stock (as defined below) of theMaven, Inc., a Delaware corporation, (the “Company”)
under two securities purchase agreements dated January 4, 2018 and March 30, 2018, Strome Mezzanine Fund LP (including any permitted
and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise
and the conditions hereinafter set forth, at any time on or after the date of issuance hereof during the Exercise Period (as
defined below), to purchase from the Company, up to 1,500,000 shares of Common Stock (as defined below) (the “Warrant
Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant)
at the Exercise Price (defined below) per share then in effect.


 


1.                  
EXERCISE OF WARRANT.


 


(a)   
Mechanics of Exercise. Subject to the terms and conditions hereof, the rights represented by this Warrant may be
exercised in whole or in part at any time or times during the Exercise Period by delivery of a written notice, in the form attached
hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant.
The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Partial exercises of
this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect
of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant
Shares purchased. On or before the third Trading Day (the “Warrant Share Delivery Date”) following the date
on which the Company shall have received the Exercise Notice, and upon receipt by the Company of payment to the Company of an
amount equal to the


 






     


     


    




 


applicable
Exercise Price multiplied by the number of Warrant Shares as to which all or a portion of this Warrant is being exercised (the
“Aggregate Exercise Price” and together with the Exercise Notice, the “Exercise Delivery Documents”)
in cash or by wire transfer of immediately available funds (or by cashless exercise, in which case there shall be no Aggregate
Exercise Price provided), the Company shall (or direct its transfer agent to) issue and dispatch by overnight courier to the address
as specified in the Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder
or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery
of the Exercise Delivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record
of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the certificates
evidencing such Warrant Shares. If this Warrant is submitted in connection with any exercise and the number of Warrant Shares
represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise,
then the Company shall as soon as practicable and in no event later than five Business Days after any exercise and at its own
expense, issue a new Warrant (in accordance with Section 6) representing the right to purchase the number of Warrant Shares purchasable
immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is
exercised.


 


If the
Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock by the respective Warrant
Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion.


 


If (i)
the Market Price (as herein defined) of one share of Common Stock is greater than the Exercise Price and (ii) there is no effective,
non-stale registration statement of the Company covering the Holder’s immediate resale of the Warrant Shares without any
limitations, then Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal
to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender
of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of Common Stock computed using
the following formula:


 


X = Y (A-B)


 


A


 


		Where	X =     the number of Warrant Shares to be
issued to Holder.



 


		Y =	the number of Warrant Shares that the Holder elects to purchase under this Warrant (at the date
of such calculation).



 


		A= 	the Market
Price (at the date of suchcalculation).



 


		B= 	Exercise Price
(as adjusted to the date of such calculation).



 


(b)   
No Fractional Shares. No fractional shares shall be issued upon the exercise of this Warrant as a consequence of
any adjustment pursuant hereto. All Warrant Shares (including fractions) issuable upon exercise of this Warrant may be aggregated
for purposes of determining whether the exercise would result in the issuance of any fractional share. If, after aggregation, the


 






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exercise
would result in the issuance of a fractional share, the Company shall, in lieu of issuance of any fractional share, pay the Holder
otherwise entitled to such fraction a sum in cash equal to the product resulting from multiplying the then-current fair market
value of a Warrant Share by such fraction or round up to the next whole Warrant Share, as determined by the Company in its discretion.


 


2.                  ADJUSTMENTS.The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:


 


(a)   
Distribution of Assets. If the Company shall declare or make any dividend or other distribution of its assets (or
rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including without
limitation any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification,
corporate rearrangement or other similar transaction) (a “Distribution”), at any time after the issuance of
this Warrant, then, in each such case:


 


(i)   
any Exercise Price in effect immediately prior to the close of business on the record date fixed for the determination
of holders of shares of Common Stock entitled to receive the Distribution shall be reduced, effective as of the close of business
on such record date, to a price determined by multiplying such Exercise Price by a fraction (i) the numerator of which shall be
the Closing Sale Price of the shares of Common Stock on the Trading Day immediately preceding such record date minus the value
of the Distribution (as determined in good faith by the Company’s Board of Directors) applicable to one share of Common
Stock, and (ii)  the denominator of which shall be the Closing
Sale Price of the shares of Common Stock on the Trading Day immediately preceding such record date; and


 


(ii)
the number of Warrant Shares shall be increased to a number of shares equal to the number of shares of Common Stock obtainable
immediately prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock
entitled to receive the Distribution multiplied by the reciprocal of the fraction set forth in the immediately preceding clause
(i); provided, however, that in the event that the Distribution is of shares of common stock of a company (other than the Company)
whose common stock is traded on a national securities exchange or a national automated quotation system (“Other Shares
of Common Stock”), then the Holder may elect to receive a warrant to purchase Other Shares of Common Stock in lieu of
an increase in the number of Warrant Shares, the terms of which shall be identical to those of this Warrant, except that such warrant
shall be exercisable into the number of shares of Other Shares of Common Stock that would have been payable to the Holder pursuant
to the Distribution had the Holder exercised this Warrant immediately prior to such record date and with an aggregate exercise
price equal to the product of the amount by which the exercise price of this Warrant was decreased with respect to the Distribution
pursuant to the terms of the immediately preceding clause (i) and the number of Warrant Shares calculated in accordance with the
first part of this clause (ii).


 


(b)   
Anti-Dilution Adjustments to Exercise Price. If the Company or any Subsidiary (as herein defined) thereof,
as applicable, at any time while this Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any
right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition)
any Common Stock or


 


 



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securities
entitling any person or entity to acquire shares of Common Stock (upon conversion, exercise or otherwise), at an effective price
per share less than the then Exercise Price (such lower price, the “Base Share Price” and such issuances collectively,
a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any
time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or
otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive
shares of Common Stock at an effective price per share which is less than the Exercise Price, such issuance shall be deemed to
have occurred for less than the Exercise Price on such date of the Dilutive Issuance), then the Exercise Price shall be reduced
at the option of the Holder and only reduced to equal the Base Share Price, and the number of Warrant Shares issuable hereunder
shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise
Price, shall be equal to the aggregate Exercise Price prior to such adjustment. The Company shall notify the Holder in writing,
no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 2(b),
indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing
terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company
provides a Dilutive Issuance Notice pursuant to this Section 2(b), upon the occurrence of any Dilutive Issuance, after the date
of such Dilutive Issuance the Holder is entitled to receive a number of Warrant Shares based upon the Base Share Price regardless
of whether the Holder accurately refers to the Base Share Price in the Notice of Exercise.


 


(c)   
Notwithstanding anything in this Warrant to the contrary, there shall be no adjustment to the Exercise Price nor the number
of Warrant Shares pursuant to this Section 2 in connection with any issuance by the Company, or any Subsidiary thereof, of shares
of Common Stock or Common Stock Equivalents to (i) any Channel Partner Warrant, being a warrant issued
under the Company’s board-approved Channel Partner Warrant Program to incentivize the performance of a Channel Partner (being
a person or entity which has entered into a Channel Partner Agreement with the Company or its subsidiaries) in its use of the Company’s
technology platform, (ii) any employee, consultant or director of the Company under an option or warrant approved by the
board of directors and issued for compensatory purposes, or (iii) any capital raising transaction approved by the board of directors,
including notes, debentures, institutional loans and similar transactions with a net proceeds value of not less than $1,000,000
in one or more related transactions.


 


(d)   
Notwithstanding anything in this Warrant to the contrary, in no event shall the Exercise Price be reduced pursuant to this
Section 2 to an amount lower than $0.50 per share.


 


3.                   
FUNDAMENTAL TRANSACTIONS. If, at any time while this Warrant is outstanding, (i) the Company effects any merger of the
Company with or into another entity and the Company is not the surviving entity (such surviving entity, the “Successor
Entity”), (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related
transactions, (iii) any tender offer or exchange offer (whether by the Company or by another individual or entity, and approved
by the Company) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares of Common
Stock for other securities, cash or property and the holders of at least 51% of the Common Stock accept such offer, or (iv) the
Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is
effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision


 






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or
combination of shares of Common Stock) (in any such case, a “Fundamental Transaction”), then, upon any subsequent
exercise of this Warrant, the Holder shall have the right to receive the number of shares of Common Stock of the Successor Entity
or of the Company and any additional consideration (the “Alternate Consideration”) receivable upon or as a
result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares
of Common Stock for which this Warrant is exercisable immediately prior to such event (disregarding any limitation on exercise
contained herein solely for the purpose of such determination). For purposes of any such exercise, the determination of the Exercise
Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration
issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise
Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the
Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received
in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon
any exercise of this Warrant following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions,
any Successor Entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions
and evidencing the Holder’s right to exercise such warrant into Alternate Consideration.


 


4.                 NON-CIRCUMVENTION. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation,
bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale
of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this
Warrant, and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required
to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par
value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii)
shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid
and non- assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding,
have authorized and reserved, free from preemptive rights, three times the number of shares of Common Stock issuable under the
Warrant to provide for the exercise of the rights represented by this Warrant (without regard to any limitations on exercise).


 


5.                 WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, this Warrant, in and of
itself, shall not entitle the Holder to any voting rights or other rights as a stockholder of the Company. In addition, nothing
contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise
of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors
of the Company.


  



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6.                 REISSUANCE.


 


(a)   
Lost, Stolen or Mutilated Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the Company will, on
such terms as to indemnity or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant, include the
surrender thereof), issue a new Warrant of like denomination and tenor as this Warrant so lost, stolen, mutilated or destroyed.


 


(b)   
Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant,
such new Warrant shall be of like tenor with this Warrant, and shall have an issuance date, as indicated on the face of such new
Warrant which is the same as the Issuance Date.


 


7.                 INFORMATION. Upon the reasonable request of the Holder, the Company will deliver to the Holder all information and
data, not proprietary in nature (in the good-faith judgment of the Company), pertaining to its business, financial and corporate
affairs to the extent that such delivery will not violate any then applicable laws or any obligations of the Company with third
persons. The Company will permit any person designated by the Holder in writing, at the expense of the Holder, to visit and inspect
any of the properties of the Company, including its books of account, and to discuss its affairs, finances, and accounts with
the Company’s officers or directors, all at reasonable times and as often as the Holder may reasonably request, and all
in a manner consistent with the reasonable security and confidentiality needs of the Company, provided that the Company shall
be under no such obligation (i) with respect to information deemed in good faith by the Company to be proprietary or (ii) if the
Company’s Board of Directors reasonably believes that the proposed visit, inspection or discussion would violate applicable
laws or any obligation with third persons.


 


8.                  BOARD
OBSERVER RIGHTS. The Holder has the right to attend all meetings of the Company’s Board of Directors (on a non-voting
basis), at the Holder’s expense, and receive all information given to the Board of Managers, subject to standard confidentiality
limitations.


 


9.                 REPRESENTATIONS AND WARRANTIES OF THE COMPANY; INDEMNIFICATION.





 


		(a)	The Company hereby represents and warrants to the Holder
that, as of the date hereof:



 


		(i)	Funding. The Company has adequate funding to make the cash payment
required under the Merger Agreement dated as of March 13, 2018 by and among the Company, HP Acquisition Co., Inc. and HubPages,
Inc., a Delaware corporation, as amended on April 25, 2018 and on June 1, 2018.



 


		(ii)	Capitalization. The authorized capital stock of the Company consists
solely of 100,000,000 Common Shares Authorized ($0.001 Par Value). Of the authorized capital stock of the Company, 36,372,313 shares
of Common Stock are issued and outstanding. All such issued and outstanding shares of Common Stock are duly authorized, validly
issued, fully paid and nonassessable and all are owned, beneficially and of record,



 


 



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as
set forth on the capitalization table provided to the Holder at the time of issuance of this Warrant. The fully diluted capital
stock of the Company is 54,392,564, which represents all issued shares of capital stock of the Company, plus all outstanding or
authorized options, warrants, purchase rights, subscription rights, conversion rights (based on gross proceeds of only $5,000,000
raised in a private placement of notes on the date hereof, excluding any additional proceeds from the sale of similar notes),
exchange rights, or other contracts or commitments that could require the Company or any shareholder of the Company to issue,
sell, or otherwise cause to become outstanding any of the Company’s capital stock. There are no stock appreciation, phantom
stock, profit participation, or similar rights with respect to the Company.


 


		(b)	From and after the Closing, the Company shall indemnify and hold harmless
the Holder from and against all losses, costs, liabilities, damages, penalties, fines, judgments, claims or expenses (including
reasonable attorneys’ fees), incurred by or asserted against the Holder in connection with or arising from (a) any breach
by the Company of its covenants and agreements contained herein; and (b) any breach by the Company of the representations and warranties
contained herein.



 


		10.	TRANSFER.



 


(a)   
Notice of Transfer. The Holder agrees to give written notice to the Company before transferring this Warrant or transferring
any Warrant Shares of such Holder’s intention to do so, describing briefly the manner of any proposed transfer. Promptly
upon receiving such written notice, the Company shall present copies thereof to the Company’s counsel. If the proposed transfer
may be effected without registration or qualification (under any federal or state securities laws), the Company, as promptly as
practicable, shall notify the Holder thereof, whereupon the Holder shall be entitled to transfer this Warrant or to dispose of
Warrant Shares received upon the previous exercise of this Warrant, all in accordance with the terms of the notice delivered by
the Holder to the Company; provided, however, that an appropriate legend may be endorsed on this Warrant or the certificates for
such Warrant Shares respecting restrictions upon transfer thereof necessary or advisable in the opinion of counsel and satisfactory
to the Company to prevent further transfers which would be in violation of Section 5 of the Securities Act and applicable state
securities laws; and provided further that the prospective transferee or purchaser shall execute the Assignment of Warrant attached
hereto as Exhibit B and such other documents and make such representations, warranties, and agreements as may be required
solely to comply with the exemptions relied upon by the Company for the transfer or disposition of the Warrant or Warrant Shares.


 


(b)   
If the proposed transfer or disposition of this Warrant or such Warrant Shares described in the written notice given pursuant
to this Section 10 may not be effected without registration or qualification of this Warrant or such Warrant Shares, the Holder
will limit its activities in respect to such transfer or disposition as are permitted by law.


 



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11.              
NOTICES. Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice
shall be given in accordance with the notice provisions contained in the Securities Purchase Agreement of March 30, 2018, between
the Company and the Holder. The Company shall provide the Holder with prompt written notice (i) immediately upon any adjustment
of the Exercise Price, setting forth in reasonable detail, the calculation of such adjustment and (ii) at least 20 days prior to
the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the shares
of Common Stock, (B) with respect to any grants, issuances or sales of any stock or other securities directly or indirectly convertible
into or exercisable or exchangeable for shares of Common Stock or other property, pro rata to the holders of shares of Common Stock
or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each
case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the
Holder.


 


12.              
AMENDMENT AND WAIVER. The terms of this Warrant may be amended or waived (either generally or in a particular instance
and either retroactively or prospectively) only with the written consent of the Company and the Holder.


 


13.              
GOVERNING LAW. This Warrant shall be governed by and construed in accordance with the laws of the State of Delaware
without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions
contemplated by this Warrant shall be brought only in the state courts or in the federal courts located in the State of California,
County of Los Angeles. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action
instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens.
THE BORROWER HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION
OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. The prevailing
party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision
of this Warrant or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute
or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed
modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law
shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal
service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement by
mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the
address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service
of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other
manner permitted by law.


 


14.              
REGISTRATION RIGHTS. The Warrant Shares shall be entitled to be registered pursuant to the terms of the Registration
Rights Agreement dated as of March 30, 2018 among the Company, certain buyers of securities as of that date, in the form of Exhibit
A attached to the Securities Purchase Agreement dated as of March 30, 2018.


 



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15.              
ACCEPTANCE.
Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained
herein.


 


16.              CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:


 


(a)   
“Common Stock” means the Company’s common stock, and any other class of securities into which such
securities may hereafter be reclassified or changed.


 


(b)   
“Common Stock Equivalents” means any securities of the Company that would entitle the holder thereof
to acquire at any time Common Stock, including without limitation any debt, preferred stock, rights, options, warrants or other
instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to
receive, Common Stock.


 


(c)   
“Exercise Period” shall mean the period commencing on the Issuance Date of June 13 and ending on 5:00
p.m. eastern standard time on the five-year anniversary thereof.


 


(d)   
“Exercise Price” means $1.19, the closing price on June 14, 2018, as it may be adjusted under the terms
of this Warrant.


 


(e)   
“Principal Market” means the primary national securities exchange or marketplace on which the Common
Stock is then traded.


 


(f) “Market
Price” means the highest traded price of the Common Stock during the ten Trading Days prior to the date of the respective
Exercise Notice.


 


(g)   
“Subsidiary” means any operating subsidiary of the Company, specifically excluding any subsidiary formed
or existing as a holding company or a company with minimal or non- significant assets as related to the then current or immediately
contemplated business of the Company.


 


(h)   
“Trading Day” means (i) any day on which the Common Stock is listed or quoted and traded on its Principal
Market, (ii) if the Common Stock is not then listed or quoted and traded on any national securities exchange, then a day on which
trading occurs on any over-the-counter markets, or (iii) if trading does not occur on the over-the-counter markets, any Business
Day.


 


 


 


* * * * * * *


 



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IN WITNESS WHEREOF, the Company
has caused this Warrant to be duly executed as of the Issuance Date set forth above.


 


 


THEMAVEN, INC.


 


 


 


/s/ James Heckman


Name: James Heckman


Title:  Chief Executive Officer


 


 



     


     


    

 





EXHIBIT A


 


EXERCISE NOTICE


 


(To be executed by the registered holder to exercise
this Common Stock Purchase Warrant)


 


 


THE
UNDERSIGNED holder hereby exercises the right to purchaseof the shares
of Common Stock (“Warrant Shares”) of theMaven, Inc., a Delaware corporation (the “Company”), evidenced
by the attached copy of the Common Stock Purchase Warrant (the “Warrant”). Capitalized terms used herein and not otherwise
defined shall have the respective meanings set forth in the Warrant.


 


		1.	Form of Exercise Price. The Holder intends that
payment of the Exercise Price shall be made as (check one):



 


		 ̈	a
cash exercise with respect to ____________________ Warrant Shares; or



 


		 ̈	by cashless exercise pursuant to the Warrant.



 


 


		2.	Payment of Exercise Price. If cash exercise is
selected above, the holder shall pay the applicable Aggregate Exercise Price in the sum of $________________ to the Company in accordance
with the terms of the Warrant.



 


		3.	Delivery of Warrant Shares. The Company shall
deliver to the holder _____________ Warrant Shares in accordance with the terms of the Warrant.



 


 


Date: ________________________


 


 





	 	 
		 
	 	__________________________________
	 	(Print Name of Registered Holder)
	 	 
	 	 
	 	By: ________________________________
	 	Name: __________________________________
		Title:   __________________________________
	 	 
	 	 
	 	 
	 	 







 



     


     


    

 


EXHIBIT B


 


ASSIGNMENT OF WARRANT


 


(To be signed only upon
authorized transfer of the Warrant)


 


 


FORVALUERECEIVED,theundersignedherebysells,assigns,andtransfersunto
_____________________ the right to purchaseshares of common stock of _____________________ TheMaven,
Inc., to which the within Common Stock Purchase Warrant relates and appoints _____________________, as attorney-in-fact,
to transfer said right on the books of TheMaven, Inc. with full power of substitution and re-substitution in the premises. By
accepting such transfer, the transferee has agreed to be bound in all respects by the terms and conditions of the within Warrant.


 


Date: ________________________


  





	 	 
		 
	 	__________________________________
	 	(Signature)
*
	 	 
	 	__________________________________
	 	(Name) 
	 	

                                             

	 	__________________________________
	 	(Address)
	 	 
	 	__________________________________
	 	(Social Security or Tax Identification No.)
		
	 	 
	 	 
	 	 
	 	 


 


  


*
The signature on this Assignment of Warrant must correspond to the name as written upon the face of the Common Stock Purchase
Warrant in every particular without alteration or enlargement or any change whatsoever. When signing on behalf of a corporation,
partnership, trust or other entity, please indicate your position(s) and title(s) with such entity.