Execution
Version


 


SECOND
AMENDED AND RESTATED PROMISSORY NOTE


 


THIS
SECOND AMENDED AND RESTATED PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
OR OTHER APPLICABLE SECURITIES LAW AND MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT COVERING THE TRANSFER OR PURSUANT TO AN EXEMPTION FROM REGISTRATION.


 


THE
FOLLOWING INFORMATION IS SUPPLIED SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES. THIS SECOND AMENDED AND RESTATED PROMISSORY NOTE
MAY BE ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) WITHIN THE MEANING
OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AND THIS LEGEND IS REQUIRED
BY TREASURY REGULATIONS PROMULGATED UNDER SECTION 1275(c) OF THE CODE.


 


Holders
may obtain information regarding the amount of OID (IF ANY), the issue price, the issue date, and the yield to maturity relating
to the notes by contacting THE LEGAL DEPARTMENT at THEMAVEN, INC., 1500 FOURTH AVENUE, SUITE 200, SEATTLE, WA 98101, LEGAL@MAVEN.IO,
OR AT (646) 732-4427.


 


THEMAVEN,
INC.


 


12.00%
Note due June 14, 2022


 


	No.
    R-3	 
	$53,692,634.91	August
    27, 2019


 


THEMAVEN,
INC., a Delaware corporation (the “Company”), for value received, hereby promises to pay to BRF FINANCE CO.,
LLC (the foregoing, and any successors or its registered assigns of this Second Amended and Restated Promissory Note, “Holder”),
the principal amount of FIFTY-THREE MILLION SIX HUNDRED NINETY-TWO THOUSAND SIX HUNDRED THIRTY-FOUR
DOLLARS AND NINETY-ONE CENTS ($53,692,634.91) on the Maturity Date, with interest (computed on the basis of the
actual number of days elapsed over a 360-day year) on the unpaid balance of such principal amount at the rates, on the dates and
in the manner specified in the Note Purchase Agreement (as defined below); provided that in no event shall the amount payable
by the Company as interest on this Second Amended and Restated Promissory Note exceed the highest lawful rate permissible under
any law applicable hereto. Payments of principal, premium, if any, and interest hereon shall be made in lawful money of the United
States of America by the method and at the address for such purpose specified in the Note Purchase Agreement hereinafter referred
to, and such payments shall be overdue for purposes hereof if not made on the originally scheduled date of payment therefor, without
giving effect to any applicable grace period.


 




    	 	 	 



    	 



    

 


This
Second Amended and Restated Promissory Note is one of the Company’s 12.00% Notes due June 14, 2022, issued pursuant to that
certain Amended and Restated Note Purchase Agreement dated June 14, 2019 (such agreement, as amended by that certain First Amendment
to Amended and Restated Note Purchase Agreement dated as of the date hereof, and as further amended, modified and supplemented
from time to time, the “Note Purchase Agreement”) by, among others, the Company, the other Note Parties named
therein, and the Purchasers named therein, and the holder hereof is entitled to the benefits of the Note Purchase Agreement and
the other Note Documents referred to in the Note Purchase Agreement and may enforce the agreements contained therein and exercise
the remedies provided for thereby or otherwise available in respect thereof, all in accordance with the terms thereof.


 


This
Second Amended and Restated Promissory Note amends, restates and supersedes and is given in substitution for, but not in extinguishment
of, the Note dated June 14, 2019, in the original payment amount of $68,000,000 made by the Company and payable to the order of
the Holder, and does not constitute a novation or discharge of the indebtedness evidenced thereby.


 


This
Second Amended and Restated Promissory Note is subject to prepayment only as specified in the Note Purchase Agreement.


 


Capitalized
terms used herein without definition have the meanings ascribed to them in the Note Purchase Agreement.


 


This
Second Amended and Restated Promissory Note is in registered form and is transferable only by surrender hereof at the principal
executive office of the Company as provided in the Note Purchase Agreement. This Second Amended and Restated Promissory Note may
not be transferred except in accordance with the provisions of the Note Purchase Agreement and any purported transfer in violation
of the terms of the Note Purchase Agreement shall be null and void. The Company may treat the person in whose name this Second
Amended and Restated Promissory Note is registered on the Note register maintained at such office pursuant to the Note Purchase
Agreement as the owner hereof for all purposes, and the Company shall not be affected by any notice to the contrary.


 


In
case an Event of Default, as defined in the Note Purchase Agreement, shall occur and be continuing, the unpaid balance of the
principal of this Second Amended and Restated Promissory Note may be declared and become due and payable in the manner and with
the effect provided in the Note Purchase Agreement.


 


The
parties hereto, including the makers and all guarantors and endorsers of this Second Amended and Restated Promissory Note, hereby
waive presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance
or enforcement of this Second Amended and Restated Promissory Note.


 


THIS
SECOND AMENDED AND RESTATED PROMISSORY NOTE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK.


 


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IN
WITNESS WHEREOF, the Company has executed this Second Amended and Restated Promissory Note as an instrument under seal as of the
date first above written.


 


	 	THEMAVEN,
    INC.
	 	 
	 	By:	 
	 	Name:	James
    Heckman
	 	Title:	Chief
    Executive Officer


 


[Signature
Page to Second Amended and Restated Promissory Note]