TheMaven, Inc. Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 28th, 2020 • theMaven, Inc. • Cable & other pay television services • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of October __, 2020, between TheMaven, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

AMENDMENT TO
Asset Purchase Agreement • April 25th, 2007 • Integrated Surgical Systems Inc • Surgical & medical instruments & apparatus • California
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 25th, 2021 • theMaven, Inc. • Cable & other pay television services

This Registration Rights Agreement (this “Agreement”) is made and entered into as of May __, 2021, between theMaven, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 12th, 2018 • theMaven, Inc. • Cable & other pay television services • Kansas

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 6, 2018, by and between THEMAVEN, INC., a Delaware corporation, with headquarters located at 1500 Fourth Avenue, Suite 200, Seattle, WA 98101 (the “Company”), and L2 CAPITAL, LLC, a Kansas limited liability company, with its address at 411 Dorado Beach East, Dorado, PR 00646 (the “Buyer”).

AMENDMENT TO
Loan Agreement • April 25th, 2007 • Integrated Surgical Systems Inc • Surgical & medical instruments & apparatus • California
ARTICLE 3 ADJUSTMENT TO THE WARRANT SHARES
Integrated Surgical Systems Inc • November 24th, 2004 • Surgical & medical instruments & apparatus • California
STOCK PURCHASE WARRANT To Purchase Shares of Common Stock of INTEGRATED SURGICAL SYSTEMS, INC.
Integrated Surgical Systems Inc • October 26th, 1998 • Surgical & medical instruments & apparatus
CONFIDENTIAL
Purchase Agreement • September 25th, 1997 • Integrated Surgical Systems Inc • Surgical & medical instruments & apparatus • England
AMENDED AND RESTATED RIGHTS AGREEMENT dated as of May 2, 2022, between THE ARENA GROUP HOLDINGS, INC., as the Company, and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent
Rights Agreement • May 3rd, 2022 • Arena Group Holdings, Inc. • Cable & other pay television services • Delaware

AMENDED AND RESTATED RIGHTS AGREEMENT, dated as of May 2, 2022 (this “Agreement”), by and between The Arena Group Holdings, Inc., a Delaware corporation (formerly theMaven, Inc., the “Company”), and American Stock Transfer & Trust Company, LLC, as rights agent (the “Rights Agent”).

SECURITY AGREEMENT
Security Agreement • October 24th, 2018 • theMaven, Inc. • Cable & other pay television services • New York

This SECURITY AGREEMENT, dated as of October 17, 2018 (this “Agreement”), is among TheMaven, Inc., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 10% Original Issue Discount Senior Secured Convertible Debentures due October 31, 2019, in the original aggregate principal amount of $3,500,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).

SUBSIDIARY GUARANTEE
Subsidiary Guarantee • October 24th, 2018 • theMaven, Inc. • Cable & other pay television services • New York

SUBSIDIARY GUARANTEE, dated as of October 17, 2018 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between TheMaven, Inc., a Delaware corporation (the “Company”) and the Purchasers.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 8th, 2021 • theMaven, Inc. • Cable & other pay television services • New York

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 30th day of March 2018 by and among TheMaven, Inc., a Delaware corporation (the “Company”) and the investor(s) identified on the signature pages hereto (each, including its successors and assigns, an “Investor,” and collectively, the “Investors”).

1 EXHIBIT TO 10.9 AGREEMENT FOR THE PURCHASE AND USE OF SANKYO INDUSTRIAL PRODUCTS BY INTEGRATED SURGICAL SYSTEMS, INC.
Agreement • October 17th, 1996 • Integrated Surgical Systems Inc • Surgical & medical instruments & apparatus
THE ARENA GROUP HOLDINGS, INC. And U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of ,
Indenture • November 21st, 2022 • Arena Group Holdings, Inc. • Cable & other pay television services • New York

INDENTURE, dated as of , , by and between The Arena Group Holdings, Inc., a Delaware corporation, as Issuer (the “Company”) and U.S. Bank Trust Company, National Association, as Trustee (the “Trustee”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 8th, 2021 • theMaven, Inc. • Cable & other pay television services • New York

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”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 25th, 2021 • theMaven, Inc. • Cable & other pay television services • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of ________, 2021, by and between theMaven, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • October 18th, 2021 • theMaven, Inc. • Cable & other pay television services • New York

This Executive Employment Agreement (this “Agreement”) is made and entered into as of October 4, 2021 (“Effective Date”) between TheMaven, Inc., a Delaware corporation (the “Company”) and Spiros Christoforatos, an individual (the “Executive”).

INTEGRATED SURGICAL SYSTEMS, INC. Warrant To Purchase Common Stock
Integrated Surgical Systems Inc • November 7th, 2016 • Surgical & medical instruments & apparatus • New York

Integrated Surgical Systems, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, _____, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant (including any Warrants to purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the date hereof (the “Vesting Date”), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), such number of fully paid and non-assessable shares of Common Stock (the “Warrant Shares”) as set forth herein in Section 1(c), subject to adjustment as herein provided. Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 1

THEMAVEN, INC. STOCK OPTION AWARD AGREEMENT
Stock Option Award Agreement • August 16th, 2021 • theMaven, Inc. • Cable & other pay television services • Delaware

This Stock Option Award Agreement (“Agreement”) is made and entered into by and between THEMAVEN, INC., a Delaware corporation (the “Company”) and Douglas B. Smith (“Participant”). This Agreement is entered into separate from any equity incentive or similar plan, however the provisions of Sections 2, 6, 7, 8, 9, 10, 11, 12 and 13 of the 2016 Stock Incentive Plan of the Company (the “Plan”) are incorporated herein by reference. All capitalized terms not defined in this Agreement have the meanings set forth in the Plan.

CONFIDENTIAL
Integrated Surgical Systems Inc • November 13th, 1997 • Surgical & medical instruments & apparatus
INDEPENDENT DIRECTOR AGREEMENT
Independent Director Agreement • January 8th, 2021 • theMaven, Inc. • Cable & other pay television services • Delaware

THIS INDEPENDENT DIRECTOR AGREEMENT is made effective as of the 3rd day of September, 2018 (the “Agreement”), between THEMAVEN, INC., a Delaware corporation with an address at 1500 Fourth Avenue, Suite 200, Seattle, WA 98101 (the “Company”), and TODD D. SIMS (“Director”).

EXHIBIT 4.1 PREFERRED STOCK PURCHASE AGREEMENT
Preferred Stock Purchase Agreement • July 16th, 1999 • Integrated Surgical Systems Inc • Surgical & medical instruments & apparatus • New York
EMPLOYMENT AGREEMENT
Employment Agreement • November 7th, 2016 • Integrated Surgical Systems Inc • Surgical & medical instruments & apparatus • Washington

This Employment Agreement (this "Agreement') is made and entered into as of November [__], 2016, by and among theMaven Network, Inc., a Nevada corporation (“Maven”) and Integrated Surgical Systems, Inc., a Delaware corporation, the parent of Maven (“Integrated”) (collectively, Maven and Integrated as the “Company”) and William C. Sornsin, Jr. an individual (the “Employee”). This Agreement shall be effective upon the closing of the Share Exchange Agreement between Maven, Integrated and the Shareholders. This Agreement replaces and supersedes the prior employment letter agreement between the Maven and the Employee, dated July 18, 2016.

BETWEEN
Preferred Stock Purchase Agreement • October 26th, 1998 • Integrated Surgical Systems Inc • Surgical & medical instruments & apparatus • New York
AMENDED & RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • August 16th, 2021 • theMaven, Inc. • Cable & other pay television services • New York

This Amended and Restated Executive Employment Agreement (this “Agreement”) is made and entered into as of June 14, 2020 (the “Effective Date”) between TheMaven, Inc., a Delaware corporation (the “Company”) and Avi Zimak, an individual (the “Executive”).

Second Amended and Restated Note Purchase Agreement dated as of March 24, 2020 by and among theMaven, Inc., as the Borrower, The Guarantors Named Herein, BRF Finance Co., LLC, as Agent and a Purchaser, and The Other Purchasers From Time to Time Party Hereto
Note Purchase Agreement • March 30th, 2020 • theMaven, Inc. • Cable & other pay television services • New York

This SECOND AMENDED AND RESTATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of March 24, 2020 and entered into by and among theMaven, Inc., a Delaware corporation (the “Borrower”), the Guarantors from time to time party hereto, each of the Purchasers (as defined herein) from time to time named on Schedule I attached hereto and BRF Finance Co., LLC, in its capacity as agent for the Purchasers (“Agent”).