What changed in this filing

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Item 9A. Controls and Procedures

2022-04-01 compared with 2021-08-16 · 2866 added, 3217 removed, 783 unchanged (89% of the section changed)

This section is long enough that the comparison stopped early. What follows is partial, and the remainder is not necessarily unchanged.

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and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports we file

or submit under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s

rules and forms.

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required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated

to the issuer’s management, including its principal executive officer(s) and principal financial officer(s), or persons performing

similar functions, as appropriate to allow timely decisions regarding required disclosure.

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Based on that evaluation, our management, including our Chief Executive Officer and Chief Financial

Officer, concluded that our disclosure controls and procedures were not effective in providing reasonable assurance that information

required to be disclosed in our reports filed or submitted under the Exchange Act was recorded, processed, summarized, and reported within

the time periods specified in the SEC’s rules and forms.

Management’s

Officer, concluded that our disclosure controls and procedures were effective in providing reasonable assurance that information required

to be disclosed in our reports filed or submitted under the Exchange Act was recorded, processed, summarized, and reported within the

time periods specified in the SEC’s rules and forms.

Annual Report on Internal Control over Financial Reporting

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Our management assessed our internal control over

financial reporting based on the Internal Control—Integrated Framework (2013 Framework) issued by the Committee of Sponsoring Organizations

of the Treadway Commission (“COSO”).

financial reporting based on the Internal Control—Integrated Framework (2013 Framework) issued by the Committee of Sponsoring Organizations

of the Treadway Commission (“COSO”).

Our system of internal control over financial reporting is designed to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance

with generally accepted accounting principles.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

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systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

Furthermore, smaller

reporting companies face additional limitations.

Smaller reporting companies employ fewer individuals and find it difficult to properly

segregate duties.

Smaller reporting companies tend to utilize general accounting software packages that lack a rigorous set of software

material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is

a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected

on a timely basis.

on our evaluation under the framework in COSO, our management concluded that our internal control over financial reporting was not effective

as of December 31, 2020.

This conclusion is based on such criteria and we believe that control over financial reporting was ineffective

(i) we lacked monitoring over the completeness and accuracy of our underlying accounting records and had ineffective controls

over our period end financial disclosure and reporting processes and information technology systems;

(ii) we had inadequate segregation

of duties consistent with control objectives;

and (iii) we have a history of untimely filed periodic reports, including being unable

to timely file our Annual Report on Form 10-K for the year ended December 31, 2018 (that was filed in January 2021), our Annual Report

on Form 10-K for the year ended December 31, 2019, which included our quarterly results for 2019 (that was filed in April 2021), and

our Quarterly Reports on Forms 10-Q for the quarterly periods ended March 31, 2020, June 30, 2020, and September 30, 2020 (that were

filed in May 2021).

These weaknesses continue and have not been remediated as of the date of filing this Annual Report.

with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated and begun to implement procedures intended

to remediate the material weaknesses identified as of December 31, 2020.

During fiscal 2020, we have engaged external certified public

accountants to assist our accounting department and Chief Financial Officer in preparing the necessary periodic reports.

Merger, we also acquired some additional employees with accounting experience that has assisted us with preparing our periodic reports.

We believe our accounting department is now capable of bringing us current with our periodic filing obligations.

In addition, our Audit

Committee is now assisting our Board in fulfilling its responsibility to oversee (i) the integrity of our financial statements, our accounting

and financial reporting processes, and financial statement audits, (ii) our compliance with legal and regulatory requirements, (iii)

our systems of internal control over financial reporting and disclosure controls and procedures, (iv) the engagement of our independent

registered public accounting firm, and its qualifications, performance, compensation, and independence, (v) review and approval of related

party transactions, and (vi) the communication among our independent registered public accounting firm, our financial and senior management,

and our Board.

addition, we intend to undertake the following additional remediation measures to address the material weaknesses described in this Annual

intend to update the documentation of our internal control processes, including formal risk assessment of our financial reporting

intend to implement procedures pursuant to which we can ensure segregation of duties and hire additional resources to ensure appropriate

review and oversight.

have been impacted by the COVID-19 pandemic, which has resulted in us being unable to fully implement our remediation plan.

We will continue

to evaluate and implement procedures as deemed appropriate to remediate these material weaknesses;

however, we expect that the remediation

of those matters that were deemed material weaknesses will be fully complete no later than December 31, 2021.

Auditor’s

Report on Internal Control Over Financing Reporting

Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial

Management’s report was not subject to attestation by our registered public accounting firm pursuant to the rules of

the SEC that permit us to provide only management’s report in this Annual Report.

Management’s report was not subject to attestation by our registered public accounting firm pursuant to the rules of

the SEC that permit us to provide only management’s report in this Annual Report.

of Material Weakness

disclosed in our Annual Report on Form 10-K for the year ended December 31, 2020, we previously identified a material weakness in our

internal control over financial reporting, primarily as a result of (i) the lack of monitoring over the completeness and accuracy of

our underlying accounting records and ineffective controls over our period end financial disclosure and reporting processes and information

technology systems;

(ii) inadequate segregation of duties consistent with control objectives;

and (iii) a history of untimely filed periodic

of the date of this Annual Report, management believes that it has implemented specific measures sufficient to fully remediate each of

the deficiencies that had resulted in the material weakness.

Specific remedial actions undertaken by management have included, without

and identifying risks for significant accounts and disclosures based on the most recent financial statements and performing a financial

statement risk assessment;

mapping all of our entity-level controls to the framework established by the COSO Internal Control – 2013 Integrated

process documentation of procedures and controls for significant financial processes, reflective of an enhanced control environment;

a Chief Accounting Officer;

and assessing management review controls;

an information technology process risk and controls assessment which details management’s controls over user access reviews

of significant systems;

system and organizational controls reports for all in-scope systems;

procedures to ensure the segregation of duties and hiring additional resources to ensure appropriate review and oversight;

segregation of duties within key process and controls to determine whether segregation of duties existed as part of the existing

control or if compensating controls were in place to assist in mitigating any segregation of duties risks;

current in our Exchange Act filing obligations.

As a result of these remediation activities

and, based on the result of the operating effectiveness testing we performed for the new and modified controls, management concluded

that the previously disclose material weakness no longer existed as of December 31, 2021.

We will continue to monitor the effectiveness

of these and other processes, procedures, and controls and will make any further changes that management determines to be appropriate.

in Internal Control over Financial Reporting

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Sarbanes, we continue to review, test, and improve the effectiveness of our internal controls.

Other than with respect to the remediation

efforts discussed above, there have not been any changes in our internal control over financial reporting (as such term is defined in

Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the year ended December 31, 2020 that have materially affected, or are reasonably

likely to materially affect, our internal control over financial reporting.

Except for the changes in connection

with our implementation of the remediation actions discussed above, under “Remediation of Material Weakness”

there have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and

15d-15(f) under the Exchange Act) during the during the fourth quarter and since the year ended December 31, 2021 that have materially

affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

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Officers and Directors

following table includes the names, ages and titles of our directors and executive officers.

Directors are to be elected each year by

our stockholders at an annual meeting.

Each director holds his or her office until his or her successor is elected and qualified or resignation

Executive officers are appointed by our Board.

Each executive officer holds his or her office until he or she resigns or

is removed by our Board or his or her successor is appointed and qualified.

in Position or Office

Executive Officer and Director (1)

26, 2020 –

10, 2019 –

Financial Officer and Secretary

3, 2019 –

Operating Officer (3)

1, 2020 –

Revenue and Strategy Officer

19, 2019 –

Marketing Officer

1, 2020 –

Robertson Barrett

18, 2021 –

23, 2018 –

20, 2006 - Present

23, 2018 –

3, 2017 –

11, 2021 –

Levinsohn held the title of Chief Executive Officer of Sports Illustrated from September 2019 until his appointment as our Chief

Executive Officer and a director on August 26, 2020.

Edmondson previously held the title of our Chief Operating Officer from August 2018 until December 2019.

Edmondson also served

as President from October 10, 2019 until February 18, 2021;

however, on February 18, 2021, the role of President was split into two

offices, President, Platform, which Mr.

Edmondson holds, and President, Media.

Kraft previously held the title of Executive Vice President and Chief Strategy and Revenue Officer from December 2018 until December

Fichthorn is the Chairman of our Compensation Committee and serves on our Audit Committee and Special Finance and Governance Committee.

Mills is the Chairman of our Audit Committee and serves on our Compensation Committee and Special Finance and Governance Committee.

Sims is the Chairman of our Nominating and Corporate Governance Committee and serves on our Audit Committee.

Sen is a member of our Nominating and Corporate Governance Committee.

Shribman serves on our Nominating and Corporate Governance Committee and Special Finance and Governance Committee.

Zola serves on our Compensation Committee.

Officers and Directors

following table includes the names, ages, and titles of our directors and executive officers who served as a director or executive officer

during fiscal 2020 but who no longer serve as an executive officer or director.

in Position or Office

Executive Officer and Director (1)

4, 2016 –

August 26, 2020

Operating Officer

4, 2016 –

August 23, 2018;

December 9, 2019 –

September 4, 2020

Technology Officer

4, 2016 –

September 30, 2020

31, 2017 –

March 9, 2021

28, 2018 –

June 10, 2021

9, 2021 –

August 26, 2020, Mr.

Levinsohn replaced Mr.

Heckman as our Chief Executive Officer and as a director.

Jacobs previously served as our Executive Chairman from May 2017 until August 2018 and served as our President from January 2018

until October 2019.

Jacobs terminated his employment with us in December 2019.

He continued to serve as a director until March

Information on Officers and Directors

Levinsohn has served as our Chief Executive Officer and a director since August 26, 2020.

Levinsohn joined us on June 14, 2019

as the Chief Executive Officer of Sports Illustrated.

Levinsohn also served as one of our directors briefly in 2017.

was an executive with Tribune Publishing from August 21, 2017 until January 17, 2019, serving first as the Chief Executive Officer of

the Los Angeles Times and then as the Chief Executive Officer of Tribune Interactive.

He was the managing partner of Whisper Partners,

an advisory firm, from June 2016 to August 2017.

Levinsohn also previously served as Chief Executive Officer at Guggenheim Digital

Media from January 2013 to June 2014, overseeing brands including The Hollywood Reporter and Billboard Magazine.

He served in various

executive positions at Yahoo!

(“Yahoo!”), a global internet company, from October 2010 to August 2012, including as

the Interim Chief Executive Officer and Executive Vice President, Head of Global Media and Head of the Americas.

Levinsohn co-founded

and served as managing director at Fuse Capital, an investment and strategic equity management firm focused on investing in and building

digital media and communications companies, from 2007 to 2010.

Prior to his time at Fuse Capital, Mr.

Levinsohn spent six years at News

Corporation, serving in roles including President of Fox Interactive Media and Senior Vice President of Fox Sports Interactive.

in his career, Mr.

Levinsohn held senior management positions with AltaVista, CBS Sportsline and HBO.

We believe that Mr.

qualified to serve as one of our directors because of his vast executive experience with various media companies and his understanding

of our business through his service as our Chief Executive Officer.

Edmondson has served as President of Platform since February 16, 2021, the date on which we split our President role into two separate

officer roles.

Prior to this appointment, he served as our President since October 10, 2019.

Beginning on February 16, 2021, Mr.

Edmondson’s

role as President will be overseeing the Maven Platform operations.

Edmondson also served as our Chief Operating Officer from August

23, 2018 until December 9, 2019.

Edmondson oversees our platform business that offers the core content management system, programmatic

advertising technology and multitenant subscription stack for publishers serving partner publishers and our owned and operated properties.

Edmondson joined the Company with the acquisition of HubPages, where he served as Founder and Chief Executive Officer beginning in

January 2006.

Prior to HubPages, he served as the Group Product Manager for Microsoft Corporation’s MSN Entertainment.

Microsoft Corporation with the acquisition of MongoMusic, Inc., and prior to that he developed applications for Hewlett-Packard Company.

Smith has served as our Chief Financial Officer since May 3, 2019.

Before joining us, Mr.

Smith served as the Chief Financial Officer

of Ashworth College from March 2016 to April 2019.

Smith also served as the Chief Financial Officer of Scout Media from May 2015

to March 2016, GLM Shows from November 2011 to May 2014, EducationDynamics from July 2009 to November 2011, Datran Media from June 2005

to December 2008, and Peppers & Rogers Group from October 2000 to May 2005.

From May 1993 to October 2000, Mr.

Smith served as Senior

Vice President and Treasurer of Primedia.

Prior to his corporate experience, Mr.

Smith served as the Senior Vice President of the Bank

of New York from June 1982 to May 1993.

Smith earned his Masters of Business Administration from Columbia Business School and his

Bachelor of Arts in Economics from Connecticut College.

Kraft has served as our Chief Operating Officer since October 1, 2020.

Kraft joined us in December 2018 and served in a variety

of senior leadership roles before transitioning to a consulting role from April 2020 through October 2020, when he rejoined us as a full-time

Prior to joining us, Mr.

Kraft served in a variety of roles on the executive team of Xandr, a division of AT&T Inc., formerly

known as AppNexus, for seven years, including as the head of Business and Corporate Development, as a co-founder of the company’s

publisher business and head of Publisher Strategy, and as the Chief Financial Officer.

Previously, Mr.

Kraft was the Senior Vice President,

AMP & Publisher Solutions for Collective, where he led business development for the company’s audience management and monetization

Kraft studied Physics and Theater at the Massachusetts Institute of Technology.

Zimak has served as our Chief Revenue Officer and Head of Global Strategic Partnerships since December 9, 2019.

Before joining us,

Zimak served as the Chief Revenue Officer & Publisher of New York Media from March 2017 to December 2019.

From September 2012

to January 2015, Mr.

Zimak served as the Vice President of Sales of North America for Outbrain.

Zimak also served as the General

Manager of The Americas for Outbrain from January 2015 to February 2017.

He served on various management teams at Hearst Corporation

from August 2007 to September 2012 and worked toward the launch and oversight of the Hearst App Lab.

Zimak served in national sales

roles for Condé

Nast from 2003 to 2007, Time Inc.

from 2001 to 2003, Advance Publications American City Business Journals from

1998 to 2001, and Ziff Davis from 1997 to 1998.

Zimak received his Bachelor of Arts from the State University of New York at Potsdam

Marchisotto has served as our Chief Marketing Officer since October 1, 2020.

She also served as our Chief Consumer Marketing &

Membership Officer from November 2019 until October 2020.

Marchisotto joined us in 2019 with our acquisition of TheStreet, where

she led the consumer subscription business and marketing strategy for the brand’s suite of products, including Jim Cramer’s

popular investment club.

Her roles with TheStreet included Executive Director, Consumer Marketing from October 2017 until October 2019;

Senior Director of Marketing from February 2017 until October 2017;

and Director of Marketing from May 2016 until January 2017.

May 2013 to May 2016, Ms.

Marchisotto worked on the Consumer Marketing, Retention, and Gift Program for Bloomberg L.P.

Prior to that,

Marchisotto worked extensively in both digital and print media and served in various marketing roles at Conde Nast and Wenner Media.

Robertson Barrett has served as our President of Media since February 16, 2021.

Before joining us, Mr.

Barrett served as the President,

Digital of Hearst Newspapers from January 2016 to February 2021.

From February of 2014 to December of 2015, Mr.

Barrett served as the

Vice President of Media Strategy and Operations at Yahoo!, and from May 2011 through January of 2014, as Vice President of Yahoo!

Barrett served as Chief Strategy Officer of Perfect Market, Inc., an IdeaLab company, from January 2010 through

He served in general management positions at Tribune Company from 2005 to 2009, including Senior Vice President and General

Manager, Digital, for The Los Angeles Times from January 2005 through May 2008 and Executive Vice President, Tribune Interactive, from

May 2008 through December 2009.

Barrett had earlier digital management roles as Vice President and General Manager of Primedia Inc.’s

ChannelOne.com from 1998 to 1999, as Vice President and General Manager of The FeedRoom, Inc., a broadband video venture backed by NBC

and Tribune, from 1999 to 2001, and as a co-founder of Time.com, as Deputy Editor, in 1994 and 1995 and of ABCNews.com, as Managing Producer

from 1996 to 1998.

Barrett received a Bachelor of Arts in Ancient Greek from Duke University in 1988 and a Masters of Public Policy

from Harvard University’s John F.

Kennedy School of Government in 1994.

Heckman served as our Chief Executive Officer and one of our directors from November 4, 2016 until his resignation on August 26,

Heckman also served as our President from November 2016 through December 2017.

Heckman has extensive experience in Internet

media, advertising, video, and online communities.

He was the Chief Executive Officer of North American Membership Group, Inc., including

its subsidiary Scout Media, Inc., from October 2013 to May 2016, and Chairman of the board of directors from May 2016 to July 2016.

April 2011 to August 2012, Mr.

Heckman served as Head of Global Media Strategy for Yahoo!.

He was previously the Founder and Chief Executive

Officer of 5to1, an advertising platform, from August, 2008 through its 2011 sale to Yahoo!;

Chief Strategy Officer of Zazzle.com from

2007 to 2008;

Chief Strategy Officer of FOX Interactive Media from 2005 to 2007, where he architected the ad alliance between Myspace;

Founder and Chief Executive Officer of Scout.com, from April 2001 through to its sale to FOX Interactive Media in September 2005;

and Chief Executive Officer of Rivals.com from 1997 to 2000;

and President and Publisher of NFL Exclusive, official publication for every

NFL team, from 1991 to 1998.

He holds a Bachelor of Arts in Communications from the University of Washington.

Jacobs served as a member of our Board from May 31, 2017 until March 9, 2021.

Jacobs also served as President from January 1,

2018 to October 10, 2019, as Executive Chairman from May 1, 2017 until January 27, 2018.

He has served as a member of the board of directors

of Resonant Inc., a late-stage software development company located in Goleta, California, since June 2018, and as a member of the board

of directors of Logiq, a global e-commerce, mCommerce, MarTech and Fintech enablement platform, since September 2020.

Jacobs served

as a member of the board of directors of Invoca, Inc., a private company focused on conversation intelligence software, from June 2012

until December 2020.

Jacobs was the President, Services at Kik Interactive from May 2015 to December 2016.

From June 2011 to April

Jacobs was Chief Executive Officer of Accuen Media, an Omnicom Company.

From September 2009 to April 2011, Mr.

Jacobs was Senior

Vice President of Marketing for Glam Media.

From July 2007 to October 2009, Mr.

Jacobs was the Vice President and General Manager of

Advertising Platforms at Yahoo!.

He has also held leadership positions at X1 Technologies and Bigstep.

Jacobs also serves on the

board of directors of the following public companies:

Resonant Inc.

(Nasdaq) and Logiq Inc.

We believe that Mr.

Jacobs is qualified

to serve as one of our directors because of his expertise and experience in digital media, technology, and advertising businesses.

Sornsin was one of our founders and served as our Chief Operating Officer from November 2016 through August 2018, and then again

from December 2019 until September 2020.

Prior to joining us, Mr.

Sornsin served as the Chief Technology Officer of North American Membership

Group, Inc., including its subsidiary Scout Media, Inc., from October 2013 to January 2016, and as the Chief Operating Officer from January

2016 to July 2016.

Sornsin ran MSN’s Core Technology team before joining Mr.

Heckman in 1999 as co-founder and Chief Technology

Officer of Rivals.com.

In 2001, he became co-founder and Chief Technology Officer and Chief Operating Officer for the original Scout.com

and served as the Vice President of Engineering and Operations at Fox Interactive Media after the acquisition of Scout Media, Inc.

Prior to his service at Rivals.com and Scout Media, Inc., Mr.

Sornsin held a variety of roles at Microsoft, including Group Manager

of MSN Core Technology and Product Planning Lead for Microsoft Exchange.

He holds a Bachelor of Science in Electrical/Computer Engineering

from the University of Iowa and a Masters of Business Administration from the University of California –

Joldersma served as our Chief Technology Officer from November 2016 until September 2020.

Joldersma has developed a deep expertise

in large-scale systems, rapid development, and online product innovation.

He served as the Chief Technology Officer of North American

Membership Group, Inc., including its subsidiary Scout Media, Inc., from January 2016 to July 2016, and as the Chief Product Officer,

responsible for product vision and all software engineering, from October 2013 to January 2016.

Joldersma was a Senior Software Engineer

at Google from December 2012 to October 2013, working on imagery-related products under the Geo organization, and Principal Software

Engineer at Yahoo!

from June 2011 to December 2012, working on advertising platform technology.

He was a System Architect at 5to1 from

August 2008 through its June 2011 sale to Yahoo!.

Joldersma was the founder of Skull Squadron, a company at which he held software

architecture and engineering positions from 2007 to 2009;

was a founder of All-In-One Creations from 2004 to 2007;

served as a software

engineer at aQuantive in 2006;

as a software design engineer at Pacific Edge Software in 2005;

as a lead software architect at Scout

from 2001 to 2005;

as a web developer at Rivals.com from 1999 to 2001;

and as a web design engineer at Microsoft from 1998

He studied Computer Science at the University of Puget Sound.

Mills has served as one of our directors since September 2006.

Mills is an entrepreneur in the San Francisco Bay Area.

October 2016, he has served as the Chief Executive Officer of Track3t, a company developing automated indoor location services for manufacturers

and distributors.

He was the Chief Executive Officer of Cimbal, Inc., a startup company developing a mobile payments system in Los Altos,

California, from March 2014 to December 2016.

From May 2004 until December 2012, he was Vice President of Sales at Speck Design, a leading

product design firm with offices in Palo Alto, California.

From July 2007 to April 2008, Mr.

Mills served as President, Chief Executive

Officer, and Chairman of the board of directors of Integrated, our predecessor.

He spent 15 years selling sophisticated industrial robotics

and automation systems with Omron Adept Technology, Inc.

(formerly known as Adept Technology, Inc.), the leading U.S.

manufacturer of

industrial robots, and Hewlett-Packard Company.

He also served as the Vice President of Sales from October 2000 to September 2001 at

Softchain, an enterprise supply chain software company acquired by RiverOne, Inc.

in 2001, which was later acquired by i2 Technologies,

Mills has significant experience with respect to the design and manufacturing needs of a variety of industries including

medical devices, disk drives, consumer products, food packaging, printers, computers and networking, and semiconductor equipment.

has extensive international business experience in Japan, Singapore, and Korea.

Mills earned a Master of Business Administration

from Harvard Business School and a Bachelor of Arts in engineering, cum laude, from Dartmouth College.

We believe Mr.

Mills is qualified

to serve as one of our directors because of his prior management experience and significant business experience within a variety of technology-driven

Sims has served as a member of our Board since August 23, 2018.

Sims has served as the President of B.

Riley Venture Capital

(“BRVC”), a wholly owned subsidiary of B.

Riley since October 2020.

Prior to his current position with BRVC, Mr.

as a member of B.

Riley’s board of directors from 2016 to 2020.

Prior to his role at BRVC, Mr.

Sims spent 10 years as Senior

Vice President of Digital Strategy of Anschutz Entertainment Group, Inc., one of the leading sports and entertainment presenters in the

world, overseeing business and corporate development for its ticketing business, AXS Digital, LLC.

Prior to that, Mr.

Sims spent more

than 15 years building Internet businesses.

In the mid-1990s, Mr.

Sims served as ESPN’s executive producer of NFL.com, NBA.com,

and NASCAR Online.

Sims also served on the management team of eCompanies, LLC, an incubator which has incubated a number of companies

including Jamdat Mobile Inc.

(acquired by Electronic Arts Inc.), Business.com Inc.

(acquired by R.H.

Donnelley Corp.), and Boingo Wireless,

Sims serves as an advisor to the Los Angeles Dodgers Tech Accelerator and was a guest lecturer at the University of Southern

California’s Marshall School of Business.

Sims graduated from Colorado College in 1992.

digital media experience

provides an important resource to our Board and qualifies him for service as a director.

Fichthorn is our Executive Chairman and has served as a member of our Board since August 23, 2018.

Fichthorn is currently

the Founder and Portfolio Manager of MedTex Ventures.

From April 2017 to April 2020, Mr.

Fichthorn served as Head of B.

Riley Alternatives,

a division of B.

Riley Capital Management, LLC (“B.

Riley Capital Management”), which is an SEC-registered investment adviser

and wholly owned subsidiary of B.

From April 2020 until November 2020, he served as a consultant to B.

Fichthorn was

a Co-Founder of Dialectic Capital Management, LLC, an investment management firm, and has been a portfolio manager of the firm since

Fichthorn was employed by Maverick Capital from 2000 until 2003, most recently as Managing Director of the technology group.

From 1999 to 2000, Mr.

Fichthorn was an analyst at Alliance Capital working across multiple hedge fund products and as a member of the

technology team.

From 1997 to 1999, Mr.

Fichthorn was an analyst at Quilcap Corporation, a short-biased hedge fund where he covered all

sectors, with a focus on technology.

From 1995 to 1997, Mr.

Fichthorn worked at Ganek & Orwicz Partners.

Fichthorn is the lead

independent director of Quantum Corporation since April of 2019, and he was a Director of Health Insurance Innovations (also known as

Benefytt Corporation), Inc.

from Dec 2017 until the company’s sale in August of 2020.

Fichthorn also served on the boards of

California Micro Devices and Immersion Corporation as well as several private company boards.

Fichthorn has significant experience

in accounting and financial matters with the unique perspective of representing the interests of stockholders on several public company

boards, all of which qualify him for service as one of our directors.

Rinku Sen has served as one of our directors since November 3, 2017.

Sen is a writer and a political strategist.

She is currently

the Executive Director of Narrative Initiative.

She was formerly Executive Director and as Publisher of their award-winning news site

She was also a James O.

Gibson Innovation Fellow at PolicyLink.

Her books Stir it Up and The Accidental

American theorize a model of community organizing that integrates a political analysis of race, gender, class, poverty, sexuality,

and other systems.

She has served on numerous non-profit boards, including the Women’s March, where she is co-President, The Nation

editorial board, and the Foundation for National Progress, and is publisher of Mother Jones magazine.

We believe that Ms.

Sen is qualified

to serve as a director because of her experience and qualifications as a journalist, publisher, and political activist, as well as her

experience in serving on many non-profit boards, including leadership positions in governance, finance, and executive committees.

Shribman has served as one of our directors since June 11, 2021.

He has served as the Chief Investment Officer of B.

2019 and President of its B.

Riley Principal Investments subsidiary, which acquires, invests, and operates companies with a focus on

maximizing cash flows through operational expertise, since 2018.

Shribman has served as a member of the board of directors of Alta

Equipment Group Inc.

ALTG) since February 2020 and as a member of the board of directors and audit committee chair of Eos Energy

Enterprises (Nasdaq:

EOSE) since November 2020.

ALTG and EOSE previously completed successful business combinations with two special

purpose acquisition companies (or SPACs), B.

Riley Principal Merger and B.

Riley Principal Merger II, sponsored by a subsidiary of B.

Shribman has served as the Chief Executive Officer of B.

Riley Principal 150 Merger Corp.

Riley Principal 250 Merger

since April 2021 and May 2021, respectively.

Prior to joining B.

Shribman was a Portfolio Manager at Anchorage Capital

Group, L.L.C., a special situation asset manager with over $15 billion in assets under management.

During his tenure, he led investments

in dozens of public and private opportunities across the general industrials, transportation, automotive, aerospace, gaming, hospitality

and real estate industries.

These investments ranged from public equities and bonds to deeply distressed securities, par bank debt, minority

owned private equity, and majority owned private equity.

Shribman obtained a MA degree in Economics and History from Dartmouth College.

We believe that Mr.

Shribman is qualified to serve as a director because of his previous experience working in close collaboration with

management teams and boards to maximize shareholder value in the form of both operational turnarounds, capital markets financings and

communication and capital deployment initiatives.

Zola has served as one of our directors since June 11, 2021.

He is an investment professional with over 19 years of active experience

in the financial markets.

Zola started his professional career in 2002 as a research analyst at Intermonte SIM in Milan, the leading

independent Italian investment bank.

Zola started working at the largest fund management company in the world with over

$2 trillion under management, Capital Group, where he held positions as analyst and portfolio manager in Los Angeles, New York, Toronto

Over 13 years at Capital Group, Mr.

Zola successfully managed a portfolio of over $1 billion in assets, with responsibilities

in global and income mandates as well as more focused mandates in Media, Metals and Mining, Chemicals and Real Estate (REITs).

the last 3 years at Capital Group, Mr.

Zola also served as Research Portfolio Coordinator (RPC) overseeing investments by a team of over

20 analysts for one of its Growth and Income funds.

An early investor in crypto currencies, Mr.

Zola left Capital Group in 2018 and has

been a founding partner at Paladin Trust, a leading Trust and Custodian business dedicated to the crypto markets founded in 2018.

January 2020, Mr.

Zola is a founding partner at Percival Ventures, an investment firm based in Puerto Rico, focused on early stage blockchain

investments and crypto currencies.

In late 2020, Mr.

Zola was among the founding partners of Atlas Capital Team, L.P.

an asset management

company in which he retains an active position as Portfolio Manager with a mandate focused on Real Estate and ESG investments.

Zola serves as a principal of Warlock Partners, LLC (“Warlock”) and of Roundtable Media L.L.C.

(“Roundtable Media”).

Zola holds a Bachelor of Arts degree in Economics from Bocconi University in Milan, Italy, where he graduated Summa cum Laude in

2002 and a Master’s degree in management from CEMS, the Community of European Management Schools, which he attended at ESADE in

Barcelona, Spain.

We believe that Mr.

Zola is qualified to serve as a director because of his extensive financial market experience.

Bailey served as one of our directors from January 28, 2018 until his resignation on June 10, 2021.

Since 2013, Mr.

Bailey has served

as the Co-Founder and Chief Executive Officer of BTC Inc., which is an industry leader in the digital currency and blockchain space.

Through its subsidiaries, BTC Inc.

is the publisher of the world’s leading digital (Bitcoin Magazine, Distributed, and Let’s

Talk Bitcoin Network) and print publications (Distributed Magazine and yBitcoin Magazine) dedicated to the cryptocurrency and blockchain

spaces, an internationally recognized conference series, a blockchain venture studio, a marketing firm and more.

Through his guidance,

the company has reached millions of readers, facilitated dozens of clients and pioneered technology that is helping build the future.

Bailey is also a board member of Po.et, a shared, open, universal ledger designed to record metadata and ownership information for

digital creative assets.

After a highly successful token sale and the first wave of publishers integrating with Po.et, the platform is

poised to become a new standard for rewarding content creators and publishers alike.

Bailey is also a member of the board of directors

of Blockchain Education Network, sits on the board of advisors for the University of Alabama, and since September 2019 has been the general

partner of UTXO Management.

Bailey is a graduate of the University of Alabama.

We believe that Mr.

Bailey was qualified to serve

as a director because of his experience in print and digital publications.

Semler served as one of our directors from March 9, 2021 until his resignation on June 8, 2021.

Semler is a longtime investor

in technology and media.

Semler serves as the Managing Member of TCS Capital Management LLC (“TCS Capital Management”),

a hedge fund that he founded in 2001.

TCS Capital Management is among the largest independent technology, media and telecommunications

investment funds with assets of $3.4 billion.

Semler and his spouse, Tracy, partnered with NBA parents Dell and Sonya Curry

in founding and developing the Raising Fame podcast franchise.

Prior to founding TCS Capital Management, Mr.

Semler worked as

an analyst from 1998 to 2000 for Georgica Advisors, an investment fund focused on media and communications stocks.

From 1997 to 1998,

he was an investment banking principal in the media and communications group at Montgomery Securities.

From 1994 to 1997, Mr.

focused on mergers and acquisitions as an associate at James D.

Wolfensohn & Co.

Semler began his career as a journalist working

for the New York Times and for the Moscow News in Russia.

He is the co-author of two books published by Harper Collins:

of Nuclear War and The Businessman’s Guide to Moscow.

Semler is the founder and chairman of the Bronx Baseball Dreams Foundation,

which is a charitable organization that helps New York City youth develop baseball and academic skills to earn college baseball scholarships.

He also serves on the board of directors of 8th Wall, a Palo Alto start-up company focused on creating augmented reality products.

Semler has previously served on two public company boards:

Angie’s List and Geeknet.com.

He also served as a board member of dealtime.com,

Classic Media, Channel 13/WNET TV, WNYC Radio, Wave Hill, Van Cortlandt Park Conservancy and the Dwight School.

Originally from Portland,

Semler received his B.A.

from Dartmouth College in 1987 and his J.D.

from Harvard University in 1994.

Semler’s

extensive experience as an investor in the technology and media industries qualified him to serve as a member of our Board.

Relationships

are no family relationships among any of our directors or executive officers.

in Certain Legal Proceedings

of our directors and executive officers has been involved in any legal or regulatory proceedings, as set forth in Item 401 of Regulation

S-K, during the past ten years.

Section 16(a) Reports

16(a) of the Exchange Act requires our officers, directors, and persons who own more than ten percent of a class of our equity securities

that is registered pursuant to Section 12 of the Exchange Act within specified time periods to file certain reports of ownership and

changes in ownership with the SEC.

Officers, directors, and ten-percent stockholders are required by regulation to furnish us with copies

of all Section 16(a) forms they file.

Based solely on a review of copies of the reports furnished to us and written representations from

persons concerning the necessity to file these reports, we believe that all reports required to be filed pursuant to Section 16(a) of

the Exchange Act during fiscal 2020 were filed with the SEC on a timely basis, except for the following:

of Transactions

Not Reported On a Timely Basis

Failures to File Required

Fichthorn (1)

Levinsohn (2)

Rinku Sen (5)

Robertson Barrett (10)

Marchisotto (11)

Shribman (10)

reports include:

for 2020, three reports.

reports include:

for 2020, one report.

reports include:

for 2020, one report.

reports include:

for 2020, one report.

reports include:

for 2020, one report.

reports include:

for 2020, one report.

reports include:

for 2020, two reports.

reports include:

for 2020, one report (consisting of the failure to file a Form 4 to report 4 transactions, all of which occurred

on December 31, 2020).

our knowledge, B.

Riley FBR, and its affiliates, 180 Degree Capital Corp., and Mark E.

Strome, each of which is currently or was

previously a greater than 10% stockholder, timely filed all of their respective Section 16 filings.

The table does not include any

information related to any of our other greater than 10% stockholders as we do not have any knowledge as to any delinquent or missing

Section 16 filings for such stockholders.

Barrett, Semler, Zola, and Shribman were all appointed during fiscal 2021 and did not serve in their respective capacities during

reports include:

for 2020, two reports.

reports include:

for 2020, one report.

Code of Ethics and Business Conduct that applies to our executive officers and other employees, was approved and adopted by our Board

on January 1, 2020.

Subsequently, our Board adopted an Amended and Restated Business Code of Ethics and Conduct (the “Code of Ethics”)

and a Code of Ethics for Financial Officers (the “Senior Officer Code”), which applies to the Chief Executive Officer, President,

Chief Financial Officer, Treasurer, Chief Accounting Officer, Director Accounting, and Corporate Controller, on March 9, 2021.

of the Code of Ethics and Senior Officer Code may be obtained free of charge by written request to TheMaven, Inc., attention Chief Financial

Officer, 225 Liberty Street, 27th Floor, New York, New York 10281.

We have also filed copies of the Code of Ethics and Senior Officer

Code as exhibits to this Annual Report.

and Corporate Governance Committee

have not adopted any material changes to the procedures by which security holders may recommend nominees to our Board.

Audit Committee of our Board was formed September 14, 2018.

The Audit Committee assists our Board in fulfilling its responsibility to

oversee (a) the integrity of our financial statements, our accounting and financial reporting processes and financial statement audits,

(b) our compliance with legal and regulatory requirements, (c) our systems of internal control over financial reporting and disclosure

controls and procedures, (d) the independent auditor’s engagement, qualifications, performance, compensation, and independence,

(e) review and approval of related party transactions, and (f) the communication among our independent auditors, our financial, and senior

management and our Board.

The Audit Committee currently consists of Peter Mills, who serves as its Chairman, John Fichthorn, and Todd

Our Board has determined that Mr.

Mills, the Chairman of the Audit Committee, is an “audit committee financial expert”

as defined under SEC rules.

information required under this item is incorporated herein by reference to our proxy statement for our fiscal 2022 Annual Stockholders’

Meeting to be filed with the SEC not later than 120 days after the end of fiscal 2021.

Executive Compensation

following table sets forth certain compensation awarded to, earned by, or paid to the following “named executive officers,”

which is defined as follows:

individuals serving as our principal executive officer during the year ended December 31, 2020;

of our two other most highly compensated executive officers who were serving as executive officers at the end of the year ended December

any individuals for whom disclosure would have been

required but for the fact that the individual was not serving as an executive officer as of the fiscal year ended December 31, 2020.

Compensation Table

Name and Principal Position

Option Awards (1)

All Other Compensation

Total Compensation

Executive Officer and Director (2)

Chief Executive Officer and Director

Operating Officer and Former Chief Venture Officer

Revenue Officer (5)

the fair value of option awards during the years in accordance with FASB ASC 718, Compensation –

Stock Compensation (refer

to our accompanying consolidated financial statements for valuation assumptions in Note 22, Stock-Based Compensation ).

Levinsohn was appointed as our Chief Executive Officer in August 2020.

Other Compensation”

consists of $116,667 that Mr.

Heckman received from September 2020 until December 2020 pursuant to a Separation

Agreement and a Consulting Agreement, both of which were entered into in August 2020.

Kraft was appointed as Chief Operating Officer in October 2020.

“All Other Compensation”

consists of $150,000 that Mr.

Kraft received pursuant to a Confidential Separation Agreement and General Release (the “Kraft Separation Agreement”)

that was signed in April 2020.

Zimak was appointed as Chief Revenue Officer in December 2019.

Discussion of Summary Compensation Table of Named Executive Officers

following is a narrative discussion of the material information that we believe is necessary to understand the information disclosed

in the foregoing Summary Compensation Table.

The following narrative disclosure is separated into sections, with a separate section for

each of our named executive officers.

respect to fiscal 2019 and fiscal 2020, each named executive officer received a base salary and was eligible for a stock option award

pursuant to either our 2016 Stock Incentive Plan (the “2016 Plan”) or our 2019 Plan.

Information on the specific components

of the 2016 Plan and the 2019 Plan can be found below under the heading “Securities Authorized for Issuance Under Equity Compensation

Plans.”

Option Awards During Fiscal 2020

Levinsohn did not receive any stock option awards during fiscal 2020.

September 16, 2019, we entered into an employment agreement with Mr.

Ross Levinsohn (the “Levinsohn Employment Agreement”).

The Levinsohn Employment Agreement contemplated an initial employment term from September 16, 2019 through December 31, 2022, with automatic

one-year renewals absent notice from either party.

Pursuant to the Levinsohn Employment Agreement, Mr.

Levinsohn served as the Chief

Executive Officer of Sports Illustrated;

President of Maven Media;

and a director.

Levinsohn was paid a base salary of $450,000 per

annum, subject to an annual adjustment, a one-time signing bonus of $100,000, and was entitled to the same employment benefits available

to our employees as well as the reimbursement of business expenses during the term of employment.

Levinsohn was also entitled to

certain performance-based annual and quarterly cash bonuses and equity incentive awards.

The Levinsohn Employment Agreement provided

for various termination events under which he would have been entitled to salary continuance for the remainder of the current term plus

one year, including quarterly bonuses for the remainder of the current term, and full, immediate acceleration of vesting of his unvested

equity awards.

He was also subject to a restrictive covenant on competitive employment during the term of the Levinsohn Employment Agreement,

and a restrictive covenant on solicitation of our employees, customers, and vendors for up to six months after termination of the Levinsohn

Employment Agreement.

May 1, 2020, we amended the Levinsohn Employment Agreement (the “Amended Levinsohn Employment Agreement”).

The Amended Levinsohn

Employment Agreement amends the Levinsohn Employment Agreement such that Mr.

Levinsohn was to be paid a salary of $427,500 per annum.

It also amended the Levinsohn Employment Agreement such that it provided for various termination events under which he would be entitled

to eighteen months of salary continuance, including quarterly bonuses for the eighteen-month period.

Pursuant to the Amended Levinsohn

Employment Agreement, Mr.

Levinsohn was to continue to serve as the Chief Executive Officer of Sports Illustrated;

President of Maven

and a director.

February 18, 2021, we entered into the second amended and restated executive employment agreement (the “Second A&R Employment

Agreement”), which was effective as of August 26, 2020, the date on which Mr.

Levinsohn was appointed as our Chief Executive Officer.

The Second A&R Employment Agreement amends and restates the Levinsohn Employment Agreement and the Amended Levinsohn Employment Agreement.

Pursuant to the terms of the Second A&R Employment Agreement, Mr.

Levinsohn will continue to serve as our Chief Executive Officer

through December 31, 2023, subject to automatic renewal for an additional one-year term, or until the Second A&R Employment Agreement

is terminated in accordance with its terms.

The Second A&R Employment Agreement provides that Mr.

Levinsohn will be paid an annual

base salary of $550,000, subject to annual review by our Board, and, should any member of our leadership receive an increase in

their annual salary, he will receive an increase in base salary equal to that percentage increase.

Levinsohn is also eligible

to earn an annual bonus based on a target bonus amount of $1 million, which will be earned and payable upon the completion of certain

performance thresholds.

He is also eligible to participate in the 2019 Plan and is entitled to the same employment benefits available

to our employees, as well as to the reimbursement of business expenses during his term of employment.

The Second A&R Employment Agreement

provides for various termination events under which Mr.

Levinsohn would be entitled to annual bonuses earned but not yet paid and salary

continuation through December 31, 2023, or the end of any renewal term, if applicable, but in no event will he be eligible to less than

twelve months of salary continuation and reimbursement of 18 consecutive months of COBRA costs.

Levinsohn is also subject to restrictive

covenants on solicitation of employees, solicitation of customers, use of trade secrets, non-disparagement, and competition.

Option Awards During Fiscal 2019 and Fiscal 2020

Price Per Share

4/10/2019 (1)

14,509,205 (2)

of stock options pursuant to the 2019 Plan.

shares of our common stock underlying the stock options vested one-third on the first anniversary of the grant date, with the remaining

vesting monthly over the next two years, subject to certain stock price conditions.

Pursuant to the 2019 Amendment (as defined below),

2,000,000 shares were vested as of June 3, 2021, with the remaining portion subject to performance-vesting based on the Company’s

and Other Agreements

November 4, 2016, we entered into an employment agreement with Mr.

James Heckman (the “Heckman Employment Agreement”).

Heckman Employment Agreement contemplated an employment term of a period of three years beginning on July 18, 2016, with Mr.

serving as our Chief Executive Officer, President, and a director.

Heckman was paid a base salary of $300,000 per annum, subject

to an annual adjustment by our Board, and was entitled to the same employment benefits available to our employees as well as the reimbursement

of business expenses during the term of employment.

The Heckman Employment Agreement provided for various termination events under which

he would have been entitled to one year’s severance equal to his annual salary amount.

He is also subject to a restrictive covenant

on competitive employment for up to two years after termination of the Heckman Employment Agreement, so long as we continue to pay his

annual salary amount during that period, and a restrictive covenant on solicitation of our employees, customers, and vendors for up to

one year after termination of the Heckman Employment Agreement.

Heckman resigned as our Chief Executive Officer and a director on

August 26, 2020 and we entered into a Separation Agreement with him with respect to his service in those positions.

On the same date,

we entered into a Consulting Agreement with Mr.

Heckman, pursuant to which Mr.

Heckman will serve as a consultant for a one-year period

beginning on August 26, 2020.

On June 3, 2021, Maven Coalition and Mr.

Heckman amended and restated the consulting agreement (the “Heckman

Amendment”).

Pursuant to the Heckman Amendment, Mr.

Heckman agreed to provide certain strategic advisory services to Maven Coalition

in exchange for a monthly fee of approximately $57,895 per month (the “Heckman Monthly Fee”), beginning in February 2021

through the remainder of the term of the Heckman Amendment, or August 2022.

The Heckman Monthly Fee payments may be partially accelerated

in the event of certain financings.

In addition, Mr.

Heckman’s eligibility to be retained by Maven Coalition, and provide services

pursuant to the Heckman Amendment, is conditioned upon Mr.

Heckman’s execution of, and not subsequently revoking, a General Release

and Continuing Obligations Agreement (“GRCOA”) between Mr.

Heckman, Maven Coalition, Maven Media, TheStreet, Heckman Media,

The GRCOA addresses certain agreements between the parties related to certain stock options previously granted by us to

Heckman and voting agreements related to the shares issuable upon exercise of those options, among other items.

Pursuant to the terms

of the GRCOA, we amended that certain 2016 Stock Incentive Plan Option Agreement dated September 14, 2018 (the “Original 2016 Option”)

and that certain 2019 Equity Incentive Plan Option Agreement dated April 10, 2019 (the “Original 2019 Option”).

The amendment

to the Original 2016 Option (the “2016 Amendment”) clarifies that the option qualifies as a non-statutory stock option and

that it remains exercisable for the remainder of the term of the option.

The amendment to the Original 2019 Option (the “2019 Amendment”)

also clarifies that the option qualifies as a non-statutory stock option and that it remains exercisable for the remainder of the term

of the option.

The 2019 Amendment also changed the vesting schedule of the option to provide for immediate vesting of a portion of the

option, with the remainder of the option being subject to performance-based vesting that is tied to the price of our common stock.

Option Awards During Fiscal 2020

Kraft did not receive any stock option awards during fiscal 2020.

December 13, 2018, we entered into an executive employment agreement with Mr.

Andrew Kraft (the “2018 Kraft Employment Agreement”).

The 2018 Kraft Employment Agreement contemplated a term that commenced on December 13, 2018 and continued indefinitely until it was terminated

in accordance with the provisions of the 2018 Kraft Employment Agreement.

The 2018 Kraft Employment Agreement provided that Mr.

would serve as the Executive Vice President and Chief Strategy and Revenue Officer.

Kraft was paid an annual salary of $300,000,

subject to annual review by our Board.

Kraft was also eligible for annual and quarterly bonuses upon the achievement of certain performance

He was also eligible to receive time- and performance-based stock option awards.

On January 1, 2020, we amended and restated

the 2018 Kraft Employment Agreement (the “Amended Kraft Employment Agreement”).

Pursuant to the Amended Kraft Employment

Agreement, Mr.

Kraft served as our Chief Venture Officer and received an annual salary of $360,000, subject to annual review by our Board.

The Amended Kraft Employment Agreement also contemplated an employment term that terminated on April 10, 2020, unless otherwise terminated

by the parties.

April 10, 2020, we entered into the Kraft Separation Agreement.

Pursuant to the Kraft Separation Agreement, we agreed to pay Mr.

a severance payment of $150,000 upon his termination as an employee on April 10, 2020, such payment being paid in lieu of any amounts

which may have been owed to Mr.

Kraft pursuant to the Amended Kraft Employment Agreement.

The Kraft Separation Agreement also provided

for accelerated vesting of certain of the option awards granted to Mr.

Kraft in connection with his employment with us.

It also provided

Kraft would be subject to certain post-employment obligations, including those provided by the Amended Kraft Employment Agreement,

as well as confidentiality, non-solicitation, and non-disparagement obligations.

Kraft also agreed to a general release of claims

against us, and we agreed to a limited release of claims against Mr.

Kraft, including certain claims against Mr.

Kraft arising in connection

with his employment with us.

April 11, 2020, we entered into a consulting agreement with Mr.

Kraft (the “Kraft Consulting Agreement”).

Pursuant to the

Kraft Consulting Agreement, Mr.

Kraft would perform consulting services for us beginning on April 11, 2020 until either party provided

notice of termination to the other party.

The Kraft Consulting Agreement provided that Mr.

Kraft would be paid $10,000 per month for

the performance of consulting services as an independent contractor.

October 1, 2020, we entered into an employment agreement with Mr.

Kraft (the “2020 Kraft Employment Agreement”).

Kraft Employment Agreement contemplated a term that commenced on October 1, 2020 and continues indefinitely until it is terminated in

accordance with the provisions of the 2020 Kraft Employment Agreement.

The 2020 Kraft Employment Agreement provides that Mr.

serve as our Chief Operating Officer.

Kraft will be paid an annualized salary of $380,000 under the 2020 Kraft Employment Agreement,

subject to annual review by the Board, with a reduction of 15% during the month of October 2020.

Kraft is also eligible for annual

bonuses of up to $220,000, payable in quarterly payments and subject to achievement of certain performance metrics, except that Mr.

was guaranteed to receive the full pro rata amount of the quarterly payments for the fourth quarter of fiscal 2020 and the first quarter

of fiscal 2021.

Further, he is eligible to receive stock option awards under the 2019 Plan and is entitled to the same employment benefits

available to our employees, as well as the reimbursement of business expenses during his term of employment.

The 2020 Kraft Employment

Agreement provides for various termination events under which Mr.

Kraft would be entitled to 50% of his annualized salary, his annual

bonus based on 100% of goal attainment, payment for bonuses already earned, and immediate acceleration of the vesting of any unvested

time or stock price target options.

Kraft is also subject to restrictive covenants on solicitation of employees and customers for

a period of one year after the termination of the 2020 Kraft Employment Agreement and on competition and use of trade secrets during

his employment with us.

February 22, 2021, effective January 1, 2021, we amended and restated the 2020 Kraft Employment Agreement (the “A&R Kraft Agreement”).

Pursuant to the terms of the A&R Kraft Agreement, Mr.

Kraft will continue to serve as our Chief Operating Officer indefinitely until

the A&R Kraft Agreement is terminated in accordance with its terms.

The A&R Kraft Agreement provides that Mr.

Kraft will be paid

an annual base salary of $380,000, subject to annual review by our Board.

Kraft is also eligible to earn an annual bonus equal to

$220,000 based on attainment of certain performance metrics.

He is also eligible to participate in the 2019 Plan and is entitled to the

same employment benefits available to the employees, as well as to the reimbursement of business expenses during his term of employment.

The A&R Kraft Agreement provides for various termination events under which Mr.

Kraft would be entitled to one year’s severance

equal to his annual salary and bonus amounts based on achievement of 100% of his personal goals.

Kraft is also subject to restrictive

covenants on solicitation of employees, solicitation of customers, use of trade secrets, and competition with the Company for a period

of up to one year after termination of the A&R Kraft Agreement.

Option Awards During Fiscal 2020

Zimak did not receive any stock option awards during fiscal 2020.

November 2, 2019, we entered into an employment agreement with Mr.

Avi Zimak (the “Zimak Employment Agreement”), pursuant

Zimak agreed to serve as our Chief Revenue Officer and Head of Global Strategic Partnerships beginning on November 2, 2019

and continuing for a period of two years.

The Zimak Employment Agreement provides that Mr.

Zimak is paid an annual salary of $450,000,

subject to annual review by our Chief Executive Officer, and is entitled to the same employment benefits available to our employees as

well as the reimbursement of business expenses during the term of employment.

Pursuant to the Zimak Employment Agreement, Mr.

Zimak received

a one-time signing bonus equal to $250,000.

Zimak is also eligible for an annual bonus of up to $450,000 based upon the achievement

of certain performance objectives, a ten-year option to purchase up to 2,250,000 shares of our common stock pursuant to the 2019 Plan,

vesting in accordance with the achievement of certain performance objectives, and an award of restricted stock units relating to 250,000

shares of our common stock.

The Zimak Employment Agreement provides for various termination events under which he would be entitled to

salary continuance for the longer of (i) the remainder of the term of the Zimak Employment Agreement or (ii) one year following the date

of the termination, and all of the shares of our common stock underlying the restricted stock units awarded to Mr.

Zimak pursuant to

the Zimak Employment Agreement.

He is also subject to a restrictive covenant on solicitation of employees for a period of one year after

the termination of the Zimak Employment Agreement and a restrictive covenant on solicitation of customers during the term of the Zimak

Employment Agreement and for a period of one year following the termination of his employment.

June 14, 2020, the parties entered into an Amended & Restated Executive Employment Agreement (the “Zimak Amended Agreement”).

Pursuant to the terms of the Zimak Amended Agreement, Mr.

Zimak’s annual salary was reduced to $427,500 effective April 1, 2020

and then further reduced to $363,375, effective June 14, 2020 until December 31, 2020.

Beginning January 1, 2021, Mr.

Zimak’s annual

salary was set at $450,000.

Pursuant to the terms of the Zimak Amended Agreement, Mr.

Zimak would be entitled to an annual base bonus

equal to $375,000 for fiscal 2020 and $450,000 for fiscal 2021 and beyond, which bonus could be earned based on certain annual revenue

The Zimak Amended Agreement contemplated that to the extent earned, the annual bonus would be paid quarterly based on the achievement

in a quarter of a portion of the annual revenue target then in effect.

The Zimak Amended Agreement provides for various termination events

under which he is entitled to salary continuance for the longer of (i) the remainder of the term of the Zimak Amended Agreement or (ii)

one year following the date of the termination, and all of the shares of our common stock underlying the restricted stock units awarded

Zimak pursuant to the Zimak Employment Agreement.

He is also subject to a restrictive covenant on solicitation of employees for

a period of one year after the termination of his employment and a restrictive covenant on solicitation of customers during his employment

and for a period of one year following the termination of his employment.

February 22, 2021, effective January 1, 2021, the parties entered into a Second Amended and Restated Executive Employment Agreement (the

“A&R Zimak Employment Agreement”).

Pursuant to the terms of the A&R Zimak Employment Agreement, Mr.

Zimak will serve

as the Company’s Chief Revenue Officer for a two-year period beginning on January 1, 2021, subject to automatic renewal for one

year terms, or until the A&R Zimak Employment Agreement is terminated in accordance with its terms.

The A&R Zimak Employment

Agreement provides that Mr.

Zimak will be paid an annual base salary of $450,000, subject to annual review by our Board.

is also eligible to earn an annual bonus based on a target bonus amount of $450,000 with respect to calendar years 2021 and beyond, subject

to certain performance conditions.

Zimak received a one-time signing bonus in the amount of $250,000, which must be repaid to us

in the event Mr.

Zimak is terminated for cause or resigns other than for good reason.

He is also eligible to participate in the 2019

Plan and is entitled to the same employment benefits available to the employees, as well as to the reimbursement of business expenses

during his term of employment.

The A&R Zimak Employment Agreement provides for various termination events under which Mr.

be entitled to salary continuation for up to one year.

Zimak is also subject to restrictive covenants on solicitation of employees,

solicitation of customers, use of trade secrets, and competition with us for a period of up to one year after termination of the A&R

Zimak Employment Agreement.

fiscal 2020, we compensated our independent directors with equity awards.

We also provided additional compensation for a director who

acts as chairperson of one or more committees of our Board.

A director who is also an executive officer does not receive any additional

compensation for these services as a director while providing service as an executive officer.

The following table sets forth, for the

year ended December 31, 2020, the compensation paid to the members of our Board.

of Director (1)

Other Compensation

narrative disclosure of amounts) (4)

Fichthorn (9)

Heckman and Mr.

Levinsohn are each named executive officers and, accordingly, their compensation is included in the “Summary

Compensation Table”

Heckman nor Mr.

Levinsohn received any compensation for their service as a director

for the year ended December 31, 2020.

stock awards were issued pursuant to the 2019 Plan and the 2020 Compensation Policies (as defined below).

of these restricted stock awards were fully vested as of December 31, 2020.

The table reflects the fair value amount in accordance

with ASC Topic 718.

option awards were granted to directors pursuant to approval by our Board.

For valuation assumptions on stock option awards refer

to the notes to the accompanying consolidated financial statements.

The table reflects the fair value amount in accordance with ASC

table reflects consulting fees paid to directors.

of December 31, 2020, the aggregate shares of our common stock underlying the stock awards in column (c) were 125,000 shares

of December 31, 2020, the aggregate shares of our common stock underlying the stock awards in column (c) were 62,500 shares.

Other Compensation”

includes $12,500 for consulting services performed by Ms.

Sen for us during 2020.

As of December 31, 2020,

the aggregate shares of our common stock underlying the stock awards in column (c) were 62,500 shares.

of December 31, 2020, the aggregate shares of our common stock underlying the stock awards in column (c) were 125,000 shares.

of December 31, 2020, the aggregate shares of our common stock underlying the stock awards in column (c) were 125,000 shares;

the aggregate shares of our common stock underlying the option awards in column (d) was 750,000 shares.

Other Compensation includes $120,000 for consulting services performed by Mr.

Jacobs for us during 2020.

As of December 31, 2020,

the aggregate shares of our common stock underlying the stock awards in column (c) were 62,500 shares.

Compensation Policies

January 1, 2020, our Board approved and adopted the 2020 Outside Director Compensation Policy (the “January 2020 Compensation Policy”).

The January 2020 Compensation Policy applied to non-employee directors (the “Outside Directors”), providing that the Outside

Directors would be granted annually a restricted stock award of a number of shares of our common stock equal in value to $50,000.

also provided that any Outside Director who serves as the chairperson of one or more committees of our Board will be granted annually

a restricted stock award of a number of shares of our common stock equal in value to $50,000.

However, each Outside Director may only

receive one award for their service as a chairperson, regardless of the number of committees chaired.

The shares of our common stock

underlying each award vests in 12 equal monthly installments.

2020 Compensation Policy included annual cash compensation to each Outside Director of $25,000 and to the Chairman of our Board

of $30,000, payable quarterly.

However, on May 27, 2020, our Board approved and adopted a new 2020 Outside Director Compensation

Policy (the “May 2020 Compensation Policy”

and, together with the January 2020 Compensation Policy, the “2020 Compensation

Policies”).

The May 2020 Compensation Policy includes the same provisions of the January 2020 Compensation Policy, except that

it removed the cash compensation to Outside Directors.

Payments Upon Termination or Change-of-Control

Second A&R Employment Agreement provides for various termination events under which Mr.

Levinsohn would be entitled to annual bonuses

earned but not yet paid and salary continuation through December 31, 2023, or the end of any renewal term, if applicable, but in no event

will he be eligible to less than twelve months of salary continuation and reimbursement of 18 consecutive months of COBRA costs.

he would be entitled to the acceleration of vesting of outstanding equity awards.

Heckman Employment Agreement provided for various termination events under which he would have been entitled to one year’s severance

equal to his annual salary amount.

Subsequent to fiscal 2019, Mr.

Heckman and we entered into a Separation Agreement, dated August 26,

2020, pursuant to which we agreed to hire Mr.

Heckman as a consultant for a one-year period and pay him a monthly consulting fee of approximately

$29,200 per month.

The terms of the consulting arrangement were set forth in a separate consulting agreement.

The consulting agreement

was amended on June 3, 2021 to provide that Mr.

Heckman would be paid approximately $57,895 per month through August 2022.

2020 Kraft Employment Agreement provides for various termination events under which Mr.

Kraft would be entitled to 50% of his annualized

salary, his annual bonus based on 100% of goal attainment, payment for bonuses already earned, and immediate acceleration of the vesting

of any unvested time or stock price target options.

Effective January 1, 2021, the A&R Kraft Agreement provides for various termination

events under which Mr.

Kraft would be entitled to one year’s severance equal to his annual salary and bonus amounts based on achievement

of 100% of his personal goals, which would be paid as salary continuation, and receive payment for earned businesses.

also be entitled to COBRA premiums and all outstanding unvested equity awards would become fully vested.

Zimak Employment Agreement provides for various termination events under which he would be entitled to salary continuance for the longer

of (i) the remainder of the term of the Zimak Employment Agreement or (ii) one year following the date of the termination, and all of

the shares of our common stock underlying the restricted stock units awarded to Mr.

Zimak pursuant to the Zimak Employment Agreement.

Effective January 1, 2021, the A&R Zimak Employment Agreement provides for various termination events under which Mr.

be entitled to salary continuation for up to one year.

Equity Awards at December 31, 2020

following table provides information concerning options to purchase shares of our common stock held by the named executive officers on

December 31, 2020.

Equity Awards At Fiscal Year-End

of Securities Underlying Unexercised Options Exercisable

of Securities Underlying Unexercised Options Unexercisable

Incentive Plan Awards:

Number of Securities Underlying Unexercised Unearned Options (#)

exercise price ($)

expiration date

14,509,205 (2)

1,000,000 (4)

2,000,000 (5)

1,354,193 (10)

of December 31, 2020, the remaining option award will vest 1/36th over the next 10 months.

On June 3, 2021, our

Board approved the 2016 Amendment to the option award grant, which clarifies that the option qualifies as a non-statutory stock option

and that it remains exercisable for the remainder of the term of the option.

of December 31, 2020, the shares of our common stock underlying the options were to vest one-third on the first anniversary of the

grant date, with the remaining vesting monthly over the next two years, subject to certain stock price conditions.

2021, our Board approved the 2019 Amendment to the option award grant, which changed the vesting schedule of

the option to provide for an immediate vesting of 2,000,000 shares of our common stock underlying the options, with the remainder

of the options being subject to performance-based vesting that is tied to the price of our common stock.

of December 31, 2020, the shares of our common stock underlying the options were to vest one-third on the first anniversary of the

grant date, with the remaining vesting monthly over the next two years, subject to certain stock price conditions.

8, 2021, our Board approved an amendment to the option award grant, which eliminated the stock price conditions, therefore, the award

continues to vest solely on the time vesting condition.

shares of our common stock underlying the options vest one-third

on June 11, 2020, with the balance vesting monthly over the next 24 months.

of December 31, 2020, the shares of our common stock underlying the options were subject to revenue vesting conditions in addition

to time vesting condition where one-third of the awards vests after one year of continuous service;

with the balance vesting monthly

when completes each month of continuous service.

On January 8, 2021, our Board approved an amendment to the option award grant, which

eliminated the revenue vesting conditions, therefore, the award continues to vest solely on the time vesting condition.

shares of our common stock underlying the options vest one-third on the first anniversary

of the grant date, with the balance vesting monthly over the next 24 months.

shares of our common stock underlying the options are subject

to revenue vesting conditions.

On January 8, 2021, our Board approved an amendment to the option award grant, which eliminated

the revenue vesting conditions, therefore, the award continues to vest solely on the time vesting condition.

shares of our common stock underlying the restricted stock units vest on the first anniversary of the grant date.

On April 10, 2020, pursuant to the Kraft Separation Agreement, our

Board approved an amendment to the option award grant which accelerated the vesting of the original option award from one-third on the

first anniversary of the grant date, with the balance vesting monthly over the next 24 months to 750,000 options vested on such date with

the balance vesting over the next 9 months.

On April 10, 2020, pursuant to the Kraft Separation Agreement, our

Board approved an amendment to the option award grant which permitted the award to be exercised under an option extension clause.

December 31, 2020, the shares of our common stock underlying the options were to vest one-third on the first anniversary of the grant

date, with the remaining vesting monthly over the next two years, subject to certain stock price conditions as provided in the original

award agreement.

On January 8, 2021, our Board approved an amendment to the option award grant, which eliminated the stock price conditions,

therefore, the award continues to vest solely on the time vesting condition.

information required under this item is incorporated herein by reference to our proxy statement for our fiscal 2022 Annual Stockholders’

Meeting to be filed with the SEC not later than 120 days after the end of fiscal 2021.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

information required under this item is incorporated herein by reference to our proxy statement for our fiscal 2022 Annual Stockholders’

Meeting to be filed with the SEC not later than 120 days after the end of fiscal 2021, with the exception of those items listed below.

Authorized for Issuance Under Equity Compensation Plans

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Compensation Plan Information

of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights

Plan Category

Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights

Average Exercise Price of Outstanding

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(Excluding Securities Reflected in Column (a))

compensation plans approved by security holders

compensation plans not approved by security holders

Adopted by Stockholders

Stock Incentive Plan

December 19, 2016, our Board approved the 2016 Plan.

On June 28, 2017, our Board approved an increase in the number of shares

of our common stock authorized for issuance under the 2016 Plan to 3,000,000 shares of our common stock.

Our stockholders approved the

2016 Plan, as amended, on December 13, 2017.

On March 28, 2018, our Board approved an increase in the number of shares of our common

stock authorized to be issued pursuant to the 2016 Plan from 3,000,000 shares to 5,000,000.

This increase in authorized shares was not

approved by our stockholders.

On August 23, 2018, our Board approved an increase in the number of shares of our common stock authorized

for issuance under the 2016 Plan from 5,000,000 shares to 10,000,000 shares.

This increase in the number of authorized shares was approved

by our stockholders on April 3, 2020.

purpose of the 2016 Plan is to retain the services of our directors, employees, and consultants, align the interests of these individuals

with the interests of our stockholders, and to serve as an aid and inducement in the hiring of new employees through awards of stock

options, restricted stock awards, unrestricted stock awards, and performance stock awards (collectively, “Awards”).

the terms of the 2016 Plan, Awards to purchase up to 10,000,000 shares of our common stock may be granted to eligible participants.

of the date our accompanying consolidated financial statements for the year ended December 31, 2020 were issued or were available to

be issued, 2,921,277 shares of our common stock remain available for issuance pursuant to the 2016 Plan.

The 2016 Plan will terminate

on December 19, 2026, unless previously terminated by our Board.

The 2016 Plan is administered by our Board, or any committee of directors

designated by our Board and their respective delegates, as described in the 2016 Plan.

2016 Plan provides that, if and to the extent that the aggregate fair market value of the shares with respect to which the incentive

stock options (intended to qualify as such within the meaning of Section 422 of the Internal Revenue Code, the “Incentive Stock

Options”

are exercisable for the first time by the recipient during any calendar year (under all our plans and any of our subsidiaries’

plans) exceeds U.S.

$100,000, such options will be treated as nonqualified stock options under the 2016 Plan.

Options granted under the

2016 Plan become exercisable and expire as determined by our Board or committee, as applicable.

Stock Incentive Plan

April 4, 2019, our Board approved the 2019 Plan.

On March 16, 2020, our Board approved an increase in the number of shares of our common

stock authorized for issuance under the 2019 Plan to 85,000,000 shares of our common stock.

Our stockholders approved the 2019 Plan,

as amended, on April 3, 2020.

On February 18, 2021, our Board approved an increase in the number of shares of our common stock authorized

for issuance under the 2019 Plan to 185,000,000 shares of our common stock.

purpose of the 2019 Plan is to retain the services of our directors, employees, and consultants and align the interests of these individuals

with the interests of our stockholders through awards of stock options, restricted stock awards, unrestricted stock awards, and stock

appreciation rights (collectively, “2019 Plan Awards”).

the terms of the 2019 Plan, 2019 Plan Awards to purchase up to 185,000,000 shares of our common stock may be granted to eligible participants.

As of the issuance date of our accompanying consolidated financial statements for the year ended December 31, 2020 were issued or were

available to be issued, 24,647,216 of shares of our common stock remain available for issuance pursuant to the 2019 Plan.

2019 Plan will terminate on April 4, 2029, unless previously terminated by our Board.

The 2019 Plan is administered by our Board, or

any committee of directors designated by our Board and their respective delegates, as described in the 2019 Plan.

2019 Plan also provides that, if and to the extent that the aggregate fair market value of the shares with respect to which incentive

stock options are exercisable for the first time by the recipient during any calendar year (under all our plans and any of our subsidiaries’

plans) exceeds U.S.

$100,000, such options will be treated as nonqualified stock options under the 2019 Plan.

Options granted under the

2019 Plan become exercisable and expire as determined by our Board or committee, as applicable.

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

Adopted Without Approval of Security Holders

Partner Warrant Program

operate and continue to develop an exclusive network of professionally managed online media channels, with an underlying technology platform.

Each channel is operated by an invitation-only Publisher Partner.

On December 19, 2016, as amended on August 23, 2017, and August

23, 2018, our Board approved the Channel Partner Warrant Program (the “Publisher Partner Warrant Program”)

to be administered by management that authorized us to grant to certain of the Publisher Partners, Publisher Partner Warrants

(the “Publisher Partner Warrants”) to purchase up to 2,000,000 shares of our common stock pursuant to the Publisher

December 19, 2016, as amended on August 23, 2017, and August 23, 2018, our Board approved the Channel Partner Warrant Program (the “Publisher

Partner Warrant Program”) to be administered by management that authorized us to grant to certain of the Publisher Partners, Publisher

Partner Warrants (the “Publisher Partner Warrants”) to purchase up to 90,910 shares of our common stock pursuant to the Publisher

Partner Warrant Program.

The Publisher Partner Warrant Program was intended to provide equity incentive to the Publisher

Partners to motivate and reward them for their services to us and to align the interests of the Publisher Partners with those

of our stockholders.

The Publisher Partner Warrant Program was intended to provide equity incentive to the Publisher Partners to

motivate and reward them for their services to us and to align the interests of the Publisher Partners with those of our stockholders.

The Publisher Partner Warrants had certain performance conditions.

Pursuant to the terms of the Publisher

Partner Warrants, we would notify the respective Publisher Partner of the number of shares earned, with one-third of the earned

shares vesting on the notice date, one-third of the earned shares vesting on the first anniversary of the notice date, and the remaining

one-third of the earned shares vesting on the second anniversary of the notice date.

The Publisher Partner Warrants had a term

of five years from issuance and could also be exercised on a cashless basis.

Performance conditions are generally based on the average

of number of unique visitors on the channel operation by the Publisher Partner generated during the six-month period from the

launch of the Publisher Partner’s operations on our platform or the revenue generated during the period from the issuance

date through a specified end date.

fiscal 2018, we issued Publisher Partner Warrants to 14 Publisher Partners that were exercisable for up to 295,000 shares

of our common stock, in the aggregate.

The Publisher Partner Warrants vest over three years, have a per share exercise price ranging

from $1.32 to $2.25, with a weighted average price of $1.74, and expire five years from the issuance date.

In addition to the three-year

vesting condition, the Publisher Partner Warrants have performance conditions that determine how many shares of our common stock

underlying the Publisher Partner Warrants are earned.

As of December 31, 2019, Publisher Partner Warrants exercisable for

up to 1,017,140 shares were earned and remained outstanding (after taking into consideration forfeitures), and 613,041 were vested and

the aggregate, as of December 31, 2020, Publisher Partner Warrants exercisable for up to 789,541 shares of our common stock were

earned and remained outstanding, of which 463,041 were vested and exercisable.

As of the date our accompanying consolidated financial

statements for the year ended December 31, 2020 were issued or were available to be issued, 1,210,459 of shares of our common stock remain

available for issuance pursuant to the Publisher Partner Warrant Program.

March 10, 2019, our Board terminated the initial Publisher Partner Warrant Program, and approved the “second”

Partner Warrant Program, that authorized us to grant Publisher Partner Warrants to purchase up to 5,000,000 shares of our

common stock.

Such Publisher Partner Warrants were to be issued with the same terms as the first Publisher Partner Warrant

Program, except that the shares of our common stock underlying these Publisher Partner Warrants are earned and vest over three

years and have a five-term.

May 20, 2020, our Board terminated the second Publisher Partner Warrant Program, and approved the “third”

Partner Warrant Program, that authorized us to grant Publisher Partner Warrants to purchase up to 5,000,000 shares of our

common stock.

Such Publisher Partner Warrants granted under the third Publisher Partner Warrant Program were to be issued

with the same terms as the second Publisher Partner Warrant Program, except that any Publisher Partner Warrants issued

under the third Publisher Partner Warrant Program are no longer subject to performance conditions.

fiscal 2018, our Board approved the granting of options outside of the 2016 Plan (the “Outside Options”) to certain officers,

Pursuant to the terms of the Publisher Partner Warrants, we would

notify the respective Publisher Partner of the number of shares earned, with one-third of the earned shares vesting on the notice date,

one-third of the earned shares vesting on the first anniversary of the notice date, and the remaining one-third of the earned shares

vesting on the second anniversary of the notice date.

The Publisher Partner Warrants had a term of five years from issuance and could

also be exercised on a cashless basis.

Performance conditions are generally based on the average of number of unique visitors on the

channel operation by the Publisher Partner generated during the six-month period from the launch of the Publisher Partner’s operations

on our platform or the revenue generated during the period from the issuance date through a specified end date.

March 10, 2019, our Board terminated the initial Publisher Partner Warrant Program, and approved the “second” Publisher Partner

Warrant Program, that authorized us to grant Publisher Partner Warrants to purchase up to 227,273 shares of our common stock.

Such Publisher

Partner Warrants were to be issued with the same terms as the first Publisher Partner Warrant Program, except that the shares of our

common stock underlying these Publisher Partner Warrants are earned and vest over three years and have a five-term.

May 20, 2020, our Board terminated the second Publisher Partner Warrant Program, and approved the “third” Publisher Partner

Warrant Program, that authorized us to grant Publisher Partner Warrants to purchase up to 227,273 shares of our common stock.

Such Publisher

Partner Warrants granted under the third Publisher Partner Warrant Program were to be issued with the same terms as the second Publisher

Partner Warrant Program, except that any Publisher Partner Warrants issued under the third Publisher Partner Warrant Program are no longer

subject to performance conditions.

We have not granted any Publisher Partner Warrants since fiscal 2018.

fiscal 2018, our Board approved the granting of options outside of the 2016 Plan (the “Outside Options”) to certain officers,

directors, and employees to provide equity incentive in exchange for consideration in the form of services to us.

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are exercisable for shares of our common stock.

During 2018 and 2019, our Board granted Outside Options exercisable for up to

2,414,000 and 1,500,000, respectively, shares of our common stock.

The Outside Options either vest upon the passage of time or

are tied to the achievement of certain performance targets.

On January 8, 2021, our Board approved an amendment to the Outside Option

award grants, which eliminated the certain performance targets, therefore, the awards continue to vest solely on the time vesting condition.

The Outside Options either vest upon the passage of time or are tied to the achievement

of certain performance targets.

On January 8, 2021, our Board approved an amendment to the Outside Option award grants, which eliminated

the performance targets, therefore, the awards continue to vest solely on the time vesting conditions.

June 14, 2019, our Board approved the grant of the warrants to acquire up to 21,989,844 shares our common stock to ABG in connection

with the Sports Illustrated Licensed Brands.

Half the warrants have an exercise price of $0.42 per share (the “Forty-Two Cents

Warrants”).

The other half of the warrants have an exercise price of $0.84 per share (the “Eighty-Four Cents Warrants”).

with the Sports Illustrated Licensing Agreement.

Half the warrants have an exercise price of $0.42 per share (the “Forty-Two Cents

The other half of the warrants have an exercise price of $0.84 per share (the “Eighty-Four Cents Warrants”).

The warrants provide for the following:

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of our future equity issuances (subject to customary exceptions).

Pursuant to the SI Fourth Amendment, the exercise price of fifty

percent (50%) of the Eighty-Four Cents Warrants was changed to $0.42 per share in exchange for additional benefits under the Sports Illustrated

Licensing Agreement.

Ownership of Certain Beneficial Owners and Management

following table sets forth information regarding beneficial ownership of our common stock as of August 12, 2021:

(i) by each person

who is known by us to beneficially own more than 5% of our common stock;

(ii) by our current directors (as of August 12, 2021)

and our “named executive officers”

(as determined as of December 31, 2020);

and (iii) by all of our current directors and

executive officers as a group (as of August 12, 2021).

and Address of Beneficial Owner *

and Nature of Beneficial Ownership (1)

Percent Stockholders:

Riley FBR, Inc.

Degree Capital Corp.

Partners, LLC (5)

First Media LLC (6)

Capital Management LLC

and Named Executive Officers:

Levinsohn (8)

Fichthorn (9)

Rinku Sen (11)

Shribman (14)

Executive Officers and Directors, as a group (13 persons)

address for each person listed above is 225 Liberty Street, 27th Floor, New York, New York 10281, unless otherwise indicated.

otherwise indicated, each person has sole investment and voting power with respect to the shares indicated, subject to community

property laws, where applicable.

Includes any securities that such person has the right to acquire within sixty (60) days of August

12, 2021 pursuant to options, warrants, conversion privileges, or other rights.

on 263,441,879 shares of our common stock issued and outstanding, plus the number of shares each person has the right to acquire

within sixty (60) days of August 12, 2021.

of our common stock beneficially owned consist of 79,048,002 shares.

Shares of our common stock beneficially owned does not consist

of (i) 10,200,000 shares issuable upon conversion of 3,366 shares of Series H Preferred Stock;

and (ii) 875,000 shares of our common

stock issuable upon the exercise of warrants.

Each share of Series H Preferred Stock has voting rights equivalent to the number of

shares of our common stock on an as-converted basis.

Our Series H Preferred Stock and warrants are subject to a “conversion

block”, such that the holder cannot convert any portion of our Series H Preferred Stock or exercise the warrants that would

result in the holder and its affiliates holding more than 4.99% of the then-issued and outstanding shares of our common stock following

such conversions (which “conversion block”

can be increased to 9.99% upon at least 61 days’

prior written notice

of our common stock beneficially owned consist of 18,931,250 shares.

Shares of our common stock beneficially owned does not consist

of 4,000,000 shares issuable upon conversion of 1,320 shares of Series H Preferred Stock.

Each share of Series H Preferred Stock

has voting rights equivalent to the number of shares of our common stock on an as-converted basis.

Our Series H Preferred Stock is

subject to a “conversion block”, such that the holder cannot convert any portion of our Series H Preferred Stock that

would result in the holder and its affiliates holding more than 4.99% of the then-issued and outstanding shares of our common stock

following such conversions (which “conversion block”

can be increased to 9.99% upon at least 61 days’

prior written

notice to us).

of our common stock beneficially owned consist of 29,782,316 shares.

Shares of our common stock beneficially owned does not consist

of 6,666,667 shares issuable upon conversion of 2,200 shares of Series H Preferred Stock.

Each share of Series H Preferred Stock

has voting rights equivalent to the number of shares of our common stock on an as-converted basis.

Our Series H Preferred Stock is

subject to a “conversion block”, such that the holder cannot convert any portion of our Series H Preferred Stock that

would result in the holder and its affiliates holding more than 4.99% of the then-issued and outstanding shares of our common stock

following such conversions (which “conversion block”

can be increased to 9.99% upon at least 61 days’

prior written

notice to us).

of our common stock beneficially owned consist of 15,000,000 shares.

of our common stock beneficially owned consist of:

(i) 4,144,708 shares;

(ii) 2,250,000 shares of issuable upon the exercise of vested

options issued under the 2016 Plan;

(iii) 2,025,314 shares issuable upon the exercise of vested options issued under the 2019

and (iv) 2,390,909 shares issuable upon conversion of 789 shares of Series H Preferred Stock.

Each share of Series H Preferred

Stock has voting rights equivalent to the number of shares of our common stock on an as-converted basis.

Our Series H Preferred Stock

is subject to a “conversion block”, such that the holder cannot convert any portion of our Series H Preferred Stock that

would result in the holder and its affiliates holding more than 4.99% of the then-issued and outstanding shares of our common stock

following such conversions (which “conversion block”

can be increased to 9.99% upon at least 61 days’

prior written

notice to us).

of our common stock beneficially owned consist of:

(i) 1,245,434 shares;

(ii) 4,063,933 shares issuable upon the exercise

of vested options issued under the 2019 Plan and (iii) 606,061 shares issuable upon conversion of 200 shares of Series H Preferred

Each share of Series H Preferred Stock has voting rights equivalent to the number of shares of our common stock on an as-converted

Our Series H Preferred Stock is subject to a “conversion block”, such that the holder cannot convert any portion

of our Series H Preferred Stock that would result in the holder and its affiliates holding more than 4.99% of the then-issued and

outstanding shares of our common stock following such conversions (which “conversion block”

can be increased to 9.99%

upon at least 61 days’

prior written notice to us).

of our common stock beneficially owned consist of:

(i) 2,177,795 shares;

(ii) 375,000 shares of our common stock issuable upon the

vesting of restricted stock units;

and (iii) 166,667 shares of our common stock granted under restricted stock awards, of which 125,000

shares of our common stock have vested (remaining shares will vest 1/12 on a monthly basis).

of our common stock beneficially owned consist of (i) 878,116 shares;

and (ii) 166,667 shares of our common stock granted under restricted

stock awards, of which 125,000 shares of our common stock have vested (remaining shares will vest 1/12 on a monthly basis).

of our common stock beneficially owned consist of:

(i) 269,231 shares;

(ii) 457 shares of our common stock issuable upon the exercise

(iii) 56,250 shares of our common stock issuable upon the exercise of vested options issued under the 2016 Plan;

(iv) 83,333 shares of our common stock granted under restricted stock awards, of which 62,500 shares of our common stock have

vested (remaining shares will vest 1/12 on a monthly basis).

of our common stock beneficially owned consist of:

(i) 674,792 shares;

(ii) 78,750 shares of our common stock issuable upon the exercise

of vested options issued under 2016 Plan;

(iii) 166,667 shares of our common stock granted under restricted stock awards, of which

125,000 shares of our common stock have vested (with the remaining shares vesting 1/12 on a monthly basis) and (iv) 100,000

shares of our common stock issuable upon the conversion of 33 shares of Series H Preferred Stock.

Each share of Series H Preferred

Stock has voting rights equivalent to the number of shares of our common stock on an as-converted basis.

Our Series H Preferred Stock

is subject to a “conversion block”, such that the holder cannot convert any portion of our Series H Preferred Stock that

would result in the holder and its affiliates holding more than 4.99% of the then-issued and outstanding shares of our common stock

following such conversions (which “conversion block”

can be increased to 9.99% upon at least 61 days’

prior written

notice to us).

of our common stock beneficially owned consist of (i) 29,782,316 shares held by Warlock Partners, LLC, a company for which

Zola serves as the managing member and (ii) 41,079 shares of our common stock granted under a restricted stock award, of which

23,474 shares of our common stock have vested (with the remaining shares vesting 1/7 on a monthly basis).

Shares of our common stock

beneficially owned does not consist of 6,666,667 shares issuable upon conversion of 2,200 shares of Series H Preferred Stock.

share of Series H Preferred Stock has voting rights equivalent to the number of shares of our common stock on an as-converted basis.

Our Series H Preferred Stock is subject to a “conversion block”, such that the holder cannot convert any portion of our

Series H Preferred Stock that would result in the holder and its affiliates holding more than 4.99% of the then-issued and outstanding

shares of our common stock following such conversions (which “conversion block”

can be increased to 9.99% upon at least

61 days’

prior written notice to us).

of our common stock beneficially owned consist of 41,079 shares of our common stock granted under a restricted stock award,

of which 23,474 shares of our common stock have vested (with the remaining shares vesting 1/7 on a monthly

of our common stock beneficially owned consist of:

(i) 1,128,494 shares of our common stock issuable upon the exercise of

vested options issued under the 2019 Plan;

and (ii) 1,400,000 shares of our common stock issuable upon the exercise of vested

options from the Outside Plan.

of our common stock beneficially owned consist of 1,375,000 shares of issuable upon the exercise of vested options issued

under the 2019 Plan.

H Preferred Stock

following table sets forth information regarding beneficial ownership of the Series H Preferred Stock as of August 12, 2021, (i)

by each person who is known by us to beneficially own more than 5% of the Series H Preferred Stock;

(ii) by our current directors (as

of August 12, 2021) and our “named executive officers”

(determined as of December 31, 2020);

and (iii) by all of our

current directors and executive officers as a group (as of August 12, 2021).

The information reflects beneficial ownership, as

determined in accordance with the SEC’s rules and are based on 19,597 shares of our Series H Preferred Stock issued and outstanding

as of August 12, 2021.

and Address of Beneficial Owner *

and Nature of Beneficial Ownership

Percent Stockholders:

Riley FBR, Inc.

Degree Capital Corp.

and Named Executive Officers

Levinsohn (1)

Executive Officers and Directors, as a group (13 persons)

address for each person listed above is 225 Liberty Street, 27th Floor, New York, New York 10281, unless otherwise indicated.

Levinsohn invested $200,000 into the Heckman Maven Investment Fund, L.P.

(the “Fund”), an owner of shares of the

Series H Preferred Stock.

Levinsohn’s ownership in the Fund resulted in him beneficially owning approximately 200

shares of Series H Preferred Stock.

of the Series H Preferred Stock beneficially owned consist of 2,200 shares held by Warlock

Partners, LLC, a company for which Mr.

Zola serves as the managing member.

I Preferred Stock, Series J Preferred Stock, and Series K Preferred Stock

December 18, 2020, we filed the Certificate of Amendment, which increased our authorized shares of common stock.

All of the then-outstanding

shares of Series I Preferred Stock, Series J Preferred Stock, and Series K Preferred Stock automatically converted into shares of our

common stock.

Accordingly, as of December 18, 2020, we no longer have any issued and outstanding shares of Series I Preferred Stock,

Series J Preferred Stock, and Series K Preferred Stock

In June 2021, the exercise price of fifty percent (50%) of the Eighty-Four

Cents Warrants was changed to $0.42 per share in exchange for additional benefits under the Sports Illustrated Licensing Agreement.

Certain Relationships and Related Transactions, and Director Independence

March 24, 2020, we entered into the Second A&R NPA with an affiliated entity of B.

in its capacity as agent and a purchaser.

Pursuant to the Second A&R NPA, we issued the Term Note, in the aggregate principal amount

of $12,000,000 to the purchaser.

Up to $8,000,000 in principal amount under the Term Note is due on March 31, 2021, with the balance

thereunder due on June 14, 2022.

Interest on amounts outstanding under the Term Note are payable in-kind in arrears on the last day of

each fiscal quarter.

On March 25, 2020, we drew down $6,913,865 under the Term Note, and after payment of commitment and funding fees

paid to BRF Finance in the amount of $793,109, and other legal fees and expenses of BRF Finance that we paid, we received net proceeds

of approximately $6,000,000.

Pursuant to Amendment 1 to the Second A&R NPA, dated October 23, 2020, interest payable on the notes

on September 30, 2020, December 31,2020, March 31, 2021, June 30, 2021, September 30, 2021, and December 31, 2021 will be payable in-kind

in arrears on the last day of such fiscal quarter.

Alternatively, at the option of the holder, such interest amounts can be converted

into shares of our common stock based upon the conversion rate specified in the Certificate of Designation for the Series

K Preferred Stock, subject to certain adjustments.

In addition, $3,367,090, including $3,295,506 of principal amount of the Term

Note and $71,585 of accrued interest, was converted into shares of our Series K Preferred Stock and the maturity date of the Term Note

was changed from March 31, 2021 to March 31, 2022.

Fichthorn, the Executive Chairman, served as Head of Alternative Investments

Riley Capital Management, a wholly owned subsidiary of B.

Todd Sims, one of our directors, has served as the President

of BRVC, a wholly owned subsidiary of B.

Riley since October 2020.

Riley FBR and its affiliates also beneficially owns more than 10%

of our common stock.

August 14, 2020 and August 20, 2020, we entered into several securities purchase agreements for the sale of Series H Preferred Stock

with certain accredited investors, including, among others, Strome and Strome Alpha Fund, L.P.

(“Strome Alpha”), affiliates

of Mark Strome, who previously beneficially owned more than 10% of the shares of our common stock and currently beneficially owns more

than 10% of the shares of our Series H Preferred Stock, pursuant to which we issued an aggregate of 2,253 shares, at a stated value of

$1,000 per share, initially convertible into 6,825,000 shares of our common stock at a conversion rate equal to the stated value divided

by the conversion price of $0.33 per share, for aggregate gross proceeds of $2,730,000 for working capital and general corporate purposes.

Riley FBR, acting as a placement agent for these issuances, waived its fee for these services and was reimbursed for certain legal

and other costs.

On October 28, 2020, we entered into a mutual rescission agreement with Strome and Strome Alpha, pursuant to which the

stock purchase agreements entered into by Strome and Strome Alpha between August 14, 2020 and August 20, 2020 were rescinded and deemed

null and void.

September 4, 2020, we entered into a securities purchase agreement with certain accredited investors, pursuant to which we issued an

aggregate of 10,500 shares of our Series J Preferred Stock at a stated value of $1,000, initially convertible into shares of our common

stock, at the option of the holder subject to certain limitations, at a conversion rate equal to the stated value divided by the conversion

price of $0.70 per share, for aggregate gross proceeds of $6,000,000.

Of the shares of Series J Preferred Stock issued, B.

Riley Securities,

Inc., an affiliate of B.

Riley, purchased 5,250 shares, and B&W Pension Trust, of which 180 Degree Capital Corp.

is the Investment

Adviser, purchased 5,250 shares.

Riley FBR, acting as placement agent for these issuances, waived its fee for these services and was

reimbursed for certain legal and other costs.

Riley FBR and its affiliates also beneficially owns more than 10% of our common stock.

October 23, 2020 and November 11, 2020, we entered into several securities purchase agreements with accredited investors, pursuant to

which we issued an aggregate of 18,042 shares of Series K Preferred Stock at a stated value of $1,000 per share, initially convertible

into 45,105,000 shares of our common stock at a conversion rate equal to the stated value divided by the conversion price of $0.40 per

share, for aggregate gross proceeds of $18,042,090.

Between October 23, 2020 and November 11, 2020, we entered into several securities

purchase agreements with accredited investors, pursuant to which we issued an aggregate of 18,042 shares of Series K Preferred Stock

at a stated value of $1,000 per share, initially convertible into 45,105,000 shares of our common stock at a conversion rate equal to

the stated value divided by the conversion price of $0.40 per share, for aggregate gross proceeds of $18,042,090.

Riley FBR, acting

as a placement agent for these issuances, was paid in cash $520,500 for its services and reimbursed for certain legal and other costs.

Fichthorn, the Executive Chairman, served as Head of Alternative Investments for B.

Riley Capital Management, a wholly owned

subsidiary of B.

Todd Sims, one of our directors, has served as the President of BRVC, a wholly owned subsidiary of B.

since October 2020.

Riley FBR and its affiliates also beneficially owns more than 10% of our common stock.

May 20 and 25, 2021, and June 2, 2021, we entered into several securities purchase agreements with accredited investors, pursuant to

which we issued an aggregate of 28,588,575 shares of our common stock, at a per share price of $0.70, for aggregate gross proceeds of

approximately $20.0 million in a private placement.

Among the investors were B.

Riley, or its affiliates, Warlock, and TCS Capital Management.

Fichthorn, our Executive Chairman, previously served as Head of Alternative Investments of B.

Riley Capital Management, a wholly

owned subsidiary of B.

Riley, Todd Sims, one of our directors, has served as the President of BRVC, a wholly-owned subsidiary of B.

Riley since October 2020, and Dan Shribman, one of our directors, currently serves as Chief Investment Officer of B.

Riley and President

Riley Principal Investments subsidiary.

Carlo Zola, one of our directors, serves as a principal of Warlock.

Finally, Eric Semler,

who at the time of the investment, was one of our directors, is the Managing Member of TCS Capital Management.

August 7, 2019, in connection with TheStreet Merger, we entered into the Cramer Agreement with Mr.

Cramer, pursuant to which Mr.

and Cramer Digital agreed to provide the Cramer Services.

In consideration for the Cramer Services, we pay Cramer Digital the Revenue

In addition, we pay Cramer Digital $3,250,000 as an annualized guarantee payment in equal monthly draws, recoupable against the

Revenue Share.

We also issued two options to Cramer Digital pursuant to our 2019 Plan.

The first option was to purchase up to two million

shares of our common stock at an exercise price of $0.72, the closing stock price on August 7, 2019, the grant date.

This option vests

over 36 months.

The second option was to purchase up to three million shares of our common stock at an exercise price of $0.54, the closing

stock price on April 21, 2020, the grant date.

In the event Cramer Digital and we agree to renew the term of the Cramer Agreement for

a minimum of three years from the end of the second year of the current term, 900,000 shares will vest on the Trigger Date.

The remaining

shares will vest equally on the 12-month anniversary of the Trigger Date, the 24-month anniversary of the Trigger Date, and the 36-month

anniversary of the Trigger Date.

In addition, we provide Cramer Digital

with a marketing budget, access to personnel and support services, and production facilities.

Finally, the Cramer Agreement provides

that we will reimburse fifty percent of the cost of the rented office space by Cramer Digital, up to a maximum of $4,250 per month.

April 6, 2021, Cramer Digital notified us that it would cancel the optional third year of the term of the Cramer Agreement and we

and Cramer Digital commenced negotiation of a new contract.

On August 7, 2021, we entered into an extension of the Cramer Agreement

to provide Mr.

Cramer's services through September 30, 2021.

Further, we are in discussions about an ongoing relationship.

May 1, 2020, Josh Jacobs and we entered into a Strategic Financing Addendum (the “Addendum”) to his Director Agreement dated

January 1, 2020 (the “Jacobs Director Agreement”).

Pursuant to the Addendum, Mr.

Jacobs agreed to provide additional services

to us in exchange for compensation in the amount of $20,000 per month.

The services to be provided was again amended in July 2020.

fiscal 2020, we paid Mr.

Jacobs $120,000 for these services.

August 26, 2020, Maven Coalition entered into a consulting agreement with James C.

Heckman, our former Chief Executive Officer pursuant

to which Maven Coalition agreed to pay to Mr.

Heckman a monthly fee of approximately $29,167 (to be increased to approximately $35,417

once our senior executive officer salaries are returned to the levels in place prior to March 2020).

Heckman is also entitled to

bonus payments of up to one hundred percent of the monthly fees payable in the then-current year upon satisfaction of certain performance

Heckman may also be awarded additional equity incentive awards.

The initial term of the consulting agreement commenced on

August 26, 2020 and ends on August 26, 2021, which term may be extended for an additional 12-month period unless our then-Chief Executive

Officer notifies Mr.

Heckman of a decision not to extend at least 90 days in advance.

On June 3, 2021, Maven Coalition and Mr.

amended and restated the consulting agreement to provide that Mr.

Heckman would be paid approximately $57,895 per month from February

2021 through August 2022 in exchange for certain strategic advisory services provided by Mr.

Heckman to Maven Coalition.

the Heckman Amendment are conditioned upon the execution of a mutual release by Mr.

Heckman, Maven Coalition, Maven Media, TheStreet,

and Heckman Media, LLC.

September 4, 2020, we entered into a separation and advisory agreement with William Sornsin, who served as our Chief Operating Officer

from January 2020 until September 2020, pursuant to which we agree to pay him salary continuation in the amount of $275,000, which is

the equivalent of one full year of Mr.

Sornsin’s salary as of the date of the separation.

Pursuant to the Sornsin Separation Agreement,

we will continue to pay Mr.

Sornsin a consulting fee of $100 per hour of consulting services performed.

October 5, 2020, we entered into a separation agreement with Benjamin Joldersma, who served as our Chief Technology Officer from November

2016 through September 2020, pursuant to which we agreed to pay him approximately $111,000 as a severance payment, as well as any COBRA

December 15, 2020, we entered into the Fourth Amendment, pursuant to which we agreed to repurchase from certain key personnel of HubPages,

including Paul Edmondson, one of our officers, and his spouse, an aggregate of approximately 16,802 shares of our common stock at a price

of $4 per share each month for a period of 24 months, for aggregate proceeds to Mr.

Edmondson and his spouse of approximately $67,207

Promissory Notes

May 2018, our then Chief Executive Officer began advancing funds to us in order to meet minimum operating needs.

Such advances were made

pursuant to promissory notes that were due on demand, with interest at the minimum applicable federal rate, which ranged from 2.18% to

As of December 31, 2019, the total principal amount of advances outstanding were $319,351 (including accrued interest of $12,574).

On October 31, 2020, we entered into an Exchange Agreement with Mr.

Heckman pursuant to which he converted the outstanding principal

amount due, together with accrued but unpaid interest under the promissory notes, into 389 shares of our Series H Preferred Stock.

was outstanding as of December 31, 2020.

of December 31, 2020, our Board was composed of seven persons –

Ross Levinsohn, John Fichthorn, Peter Mills, Todd Sims, B.

Sen, David Bailey, and Joshua Jacobs.

We do not have securities listed on a national securities exchange or in an inter-dealer quotation

system that has director independence or committee independence requirements.

Accordingly, we are not required to comply with any director

independence requirements.

Notwithstanding the foregoing lack of applicable

independence requirements, as of December 31, 2020, our Board had four members that qualified as “independent”

as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Exchange Act and Rule 5605 of The Nasdaq Stock Market Listing Rules.

Based upon all facts and circumstances our

Board deemed relevant in determining their independence, our Board has determined that Mr.

John Fichthorn, Mr.

Todd Sims, and Ms.

Rinku Sen are all independent, and do not have any relationships that

would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Our Board has determined that Mr.

Ross Levinsohn,

by virtue of his position as our Chief Executive Officer, as well as Mr.

Joshua Jacobs, by virtue of his position as our President from

January 1, 2018 through October 1, 2019, were not independent during fiscal 2020.

Our Board also determined that Mr.

David Bailey, by

virtue of his affiliation with BTC Inc.

and his affiliation with other related parties, was not independent during fiscal 2020.

Since the end of 2020, Mr.

Bailey and Mr.

Jacobs resigned as directors.

Carlo Zola and Dan Shribman joined our Board as directors in June 2021.

Based on Rule 5606 of The Nasdaq

Stock Market Listing Rules, we believe that both directors are independent.

In making the determinations discussed above,

our Board considered information requested from and provided by each director concerning his or her background, employment, affiliations,

family relationships.

Our Board also considered the current and prior relationships that each non-employee director had with our Company,

including the relationship of certain of our directors with certain of our significant stockholders, B.

Riley and Warlock.

information required under this item is incorporated herein by reference to our proxy statement for our fiscal 2022 Annual Stockholders’

Meeting to be filed with the SEC not later than 120 days after the end of fiscal 2021.

Principal Accountant Fees and Services

following table sets forth the aggregate fees billed and incurred to both us or our subsidiaries by our independent registered public

accounting firm for the years ended December 31, 2020 and 2019 for professional services by Marcum.

Audit-related

fees were incurred during fiscal 2020 and 2021 in connection with the audit fees related to the audit for our year ended December

31, 2020 and review of our financial statements for certain of the fiscal 2020 interim periods, as well as tax fees for certain tax

compliance services provided for fiscal 2020.

fees were incurred during fiscal 2020 and 2021 in connection with the audit fees related to the audit for our year ended December

31, 2019 and review of our financial statements for certain of the fiscal 2019 interim periods, as well as tax fees for certain tax

compliance services provided for fiscal 2019.

paid or incurred audit fees to Marcum of $600,000 and $1,223,979 for professional services rendered for the audit of our

annual financial statements for the years ended December 31, 2020 and 2019, respectively, and for review of our financial statements

included in the comprehensive Form 10-K we filed, which included the quarterly financial statements for fiscal 2019, and for review of

our 2020 quarterly reports on Form 10-Q for the first, second, and third quarters of fiscal 2020.

Audit-related

did not provide any services not disclosed in the table above during fiscal 2020 and 2019.

As a result, there were no audit-related fees

billed or paid during fiscal 2020 and 2019.

did not provide any services not disclosed in the table above during fiscal 2020 and 2019.

As a result, there were no other fees billed

or paid during fiscal 2020 and 2019.

provided professional services for tax compliance for fiscal 2020 and 2019 and was paid $20,600 and $69,165, respectively.

Policies and Procedures

Audit Committee has considered the nature and amount of fees billed by our independent registered public accounting firms and believe

that the provision of services for activities to the audit is in compliance with maintaining their respective independence.

audit fees are approved by the Audit Committee of our Board.

The Audit Committee reviews, and in its sole discretion pre-approves, our

independent auditors’

annual engagement letter including proposed fees and all audit and non-audit services provided by the independent

Accordingly, all services described under “Audit Fees,”

“Audit-related Fees,”

“All Other Fees,”

and “Tax Fees,”

as applicable, were pre-approved by our Audit Committee.

The Audit Committee may not engage the independent

auditors to perform the non-audit services proscribed by law or regulations.

information required under this item is incorporated herein by reference to our proxy statement for our fiscal 2022 Annual Stockholders’

Meeting to be filed with the SEC not later than 120 days after the end of fiscal 2021.

Exhibits and Financial Statement Schedules

3 unchanged sentences

Public Accounting Firms are included in Part IV of this Annual Report on the pages indicated:

of Independent Registered Public Accounting Firm

Balance Sheets as of December 31, 2020 and 2019

Statements of Operations for the Years Ended December 31, 2020 and 2019

Statements of Stockholders’

Deficiency for the Years Ended December 31, 2020 and 2019

Statements of Cash Flows for the Years Ended December 31, 2020 and 2019

to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2021 and 2020

Consolidated Statements of Operations for the Years Ended December 31, 2021 and 2020

Consolidated Statements of Stockholders’ Deficiency for the Years Ended December 31, 2021 and 2020

Consolidated Statements of Cash Flows for the Years Ended December 31, 2021 and 2020

Notes to Consolidated Financial Statements

Financial Statement Schedules .

Reference is made to the Financial Statements filed under Item 8, Part II of this Annual Report.

and Plan of Merger, dated as of March 13, 2018, by and among the Company, HP Acquisition Co., Inc., HubPages, Inc., and Paul Edmondson

as the securityholder representative, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on March 19, 2018.

to Agreement and Plan of Merger, dated as of April 25, 2018, by and among TheMaven, Inc., HP Acquisition Co., Inc., HubPages, Inc.,

and Paul Edmondson as the securityholder representative, which was filed as Exhibit 2.2 to our Annual Report on Form 10-K filed on

January 8, 2021.

Amendment to Agreement and Plan of Merger, dated as of June 1, 2018, by and among TheMaven, Inc., HP Acquisition Co., Inc., HubPages,

Inc., and Paul Edmondson as the securityholder representative, which was filed as Exhibit 10.1 to our Current Report on Form 8-K/A

filed on June 4, 2018.

Amendment to Agreement and Plan of Merger, dated as of May 31, 2019, by and among TheMaven, Inc., HP Acquisition Co., Inc., HubPages,

Inc., and Paul Edmondson as the securityholder representative, which was filed as Exhibit 2.4 to our Annual Report on Form 10-K filed

on January 8, 2021.

Amendment to Agreement and Plan of Merger, dated as of December 15, 2020, by and among TheMaven, Inc., HP Acquisition Co., Inc.,

HubPages, Inc., and Paul Edmondson as the securityholder representative, which was filed as Exhibit 10.1 to our Current Report on

Form 8-K filed on December 21, 2020.

Agreement and Plan of Merger, dated as of March 13, 2018, by and among the Company, HP Acquisition Co., Inc., HubPages, Inc., and Paul Edmondson as the securityholder representative, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on March 19, 2018.

Amendment to Agreement and Plan of Merger, dated as of April 25, 2018, by and among TheMaven, Inc., HP Acquisition Co., Inc., HubPages, Inc., and Paul Edmondson as the securityholder representative, which was filed as Exhibit 2.2 to our Annual Report on Form 10-K filed on January 8, 2021.

Second Amendment to Agreement and Plan of Merger, dated as of June 1, 2018, by and among TheMaven, Inc., HP Acquisition Co., Inc., HubPages, Inc., and Paul Edmondson as the securityholder representative, which was filed as Exhibit 10.1 to our Current Report on Form 8-K/A filed on June 4, 2018.

Third Amendment to Agreement and Plan of Merger, dated as of May 31, 2019, by and among TheMaven, Inc., HP Acquisition Co., Inc., HubPages, Inc., and Paul Edmondson as the securityholder representative, which was filed as Exhibit 2.4 to our Annual Report on Form 10-K filed on January 8, 2021.

Fourth Amendment to Agreement and Plan of Merger, dated as of December 15, 2020, by and among TheMaven, Inc., HP Acquisition Co., Inc., HubPages, Inc., and Paul Edmondson as the securityholder representative, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on December 21, 2020.

Amended and Restated Asset Purchase Agreement, dated as of August 4, 2018, by and among the Company, Maven Coalition, Inc., and Say Media, Inc., which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on August 9, 2018.

Amendment to Amended and Restated Asset Purchase Agreement, dated as of August 24, 2018, by and among the Company, Maven Coalition, Inc., and Say Media, Inc., which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on August 29, 2018.

and Plan of Merger, dated as of October 12, 2018, by and among the Company, SM Acquisition Co., Inc., Say Media, Inc., and Matt Sanchez

as the Securityholder Representative, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on October 17, 2018.

to Agreement and Plan of Merger, dated as of October 17, 2018, by and among the Company, SM Acquisition Co., Inc., Say Media, Inc.,

and Matt Sanchez as the Securityholder Representative, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on

October 17, 2018.

and Plan of Merger, dated as of June 11, 2019, by and among the Company, TST Acquisition Co., Inc., and TheStreet, Inc., which was

filed as Exhibit 10.1 to our Current Report on Form 8-K filed on June 12, 2019.

Amended and Restated Certificate of Incorporation of the Registrant, as amended, which was filed as Exhibit 3.1 to our Annual Report on Form 10-KSB for the fiscal year ended December 31, 2002.

of Amendment to the Restated Certificate of Incorporation of the filed with the Secretary of State of the State of Delaware on December

2, 2016, which was filed as Exhibit 3.1 to our Current Report on Form 8-K, filed on December 9, 2016.

and Restated Bylaws, which was filed as Exhibit 3.1 to our Current Report on Form 8-K/A filed on November 13, 2020.

of Designation of Preferences, Rights, and Limitations for Series G Convertible Preferred Stock, which was filed as Exhibit 4.1 to

our Registration Statement on Form S-3 (Registration No.

333-40710), filed on July 3, 2002 and declared effective on July 28, 2000.

of Designation of Preferences, Rights and Limitations of Series H Convertible Preferred Stock, which was filed as Exhibit 3.1 to

our Current Report on Form 8-K filed on August 10, 2018.

of Designation of Preferences, Rights and Limitations of Series I Convertible Preferred Stock, which was filed as Exhibit 3.1 to

our Current Report on Form 8-K filed on July 3, 2019.

of Designation of Preferences, Rights and Limitations of Series J Convertible Preferred Stock, which was filed as an exhibit to our

Current Report on Form 8-K filed on October 10, 2019.

of Designation of Preferences, Rights and Limitations of Series K Convertible Preferred Stock, which was filed as an exhibit to our

Current Report on Form 8-K filed on October 28, 2020.

of Amendment as filed with the Delaware Secretary of State on December 18, 2020, which was filed as Exhibit 3.1 to our Current Report

on Form 8-K filed on December 18, 2020.

of Designation of Series L Junior Participating Preferred Stock of the Company, which was filed as Exhibit 3.1 to our Current Report

on Form 8-K filed on May 4, 2021.

Agreement and Plan of Merger, dated as of October 12, 2018, by and among the Company, SM Acquisition Co., Inc., Say Media, Inc., and Matt Sanchez as the Securityholder Representative, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on October 17, 2018.

Amendment to Agreement and Plan of Merger, dated as of October 17, 2018, by and among the Company, SM Acquisition Co., Inc., Say Media, Inc., and Matt Sanchez as the Securityholder Representative, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on October 17, 2018.

Agreement and Plan of Merger, dated as of June 11, 2019, by and among the Company, TST Acquisition Co., Inc., and TheStreet, Inc., which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on June 12, 2019.

Amended and Restated Certificate of Incorporation of the Registrant, which was filed as Exhibit 3.1 to our Current Report on Form 8-K filed on October 13, 2021.

Second Amended and Restated Bylaws, which was filed as Exhibit 3.2 to our Current Report on Form 8-K filed on October 13, 2021.

Certificate of Elimination of Series F Convertible Preferred Stock as filed with the Delaware Secretary of State on September 7, 2021, which was filed as Exhibit 3.1 to our Current Report on Form 8-K filed September 13, 2021.

Certificate of Elimination of Series I Convertible Preferred Stock as filed with the Delaware Secretary of State on September 7, 2021, which was filed as Exhibit 3.2 to our Current Report on Form 8-K filed September 13, 2021.

Certificate of Elimination of Series J Convertible Preferred Stock as filed with the Delaware Secretary of State on September 7, 2021, which was filed as Exhibit 3.3 to our Current Report on Form 8-K filed September 13, 2021.

Certificate of Elimination of Series K Convertible Preferred Stock as filed with the Delaware Secretary of State on September 7, 2021, which was filed as Exhibit 3.4 to our Current Report on Form 8-K filed September 13, 2021.

Certificate of Amendment as filed with the Delaware Secretary of State on January 20, 2022, which was filed Exhibit 3.1 to our Current Report on Form 8-K filed January 26, 2022.

Certificate of Correction of the Certificate of Amendment of the Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on January 26, 2022, which was filed as Exhibit 3.2 to our Current Report on Form 8-K filed January 26, 2022.

Certificate of Correction of the Certificate of Amendment of the Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on February 3, 2022, which was filed as Exhibit 3.1 to our Current Report on Form 8-K filed February 9, 2022.

Specimen Common Stock Certificate, which was filed as Exhibit 4.3 to Amendment No.

1 unchanged sentence

333-48040) on September 23, 1996.

Stock Incentive Plan, which was filed as Exhibit 4.4 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

Stock Purchase Warrant issued on June 6, 2018 to L2 Capital, LLC, which was filed as Exhibit 10.3 to our Current Report on Form 8-K

filed on June 12, 2018.

of 10% Convertible Debenture due June 30, 2019, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on June 21,

Stock Purchase Warrant issued on June 15, 2018 to Strome Mezzanine Fund LP, which was filed as Exhibit 10.4 to our Current Report

on Form 8-K filed on June 21, 2018.

of 10% Original Issue Discount Senior Secured Convertible Debenture due October 31, 2019, which was filed as Exhibit 10.2 to our

Current Report on Form 8-K filed on October 24, 2018.

of Common Stock Purchase Warrant issued on October 18, 2018, which was filed as Exhibit 10.3 to our Current Report on Form 8-K filed

on October 24, 2018.

of 12% Senior Secured Subordinated Convertible Debenture due December 31, 2020, which was filed as Exhibit 10.2 to our Current Report

on Form 8-K filed on December 13, 2018.

of 12% Senior Secured Subordinated Convertible Debenture due December 31, 2020, which was filed as Exhibit 10.2 to our Current Report

on Form 8-K filed on March 22, 2019.

of 12% Senior Secured Subordinated Convertible Debenture due December 31, 2020, which was filed as Exhibit 10.2 to our Current Report

on Form 8-K filed on March 28, 2019.

of 12% Senior Secured Subordinated Convertible Debenture due December 31, 2020, which was filed as Exhibit 10.2 to our Current Report

on Form 8-K filed on April 12, 2019.

Voting Agreement, dated as of June 11, 2019, by and among 180 Degree Capital Corp., TheStreet SPV Series –

a Series of 180

Degree Capital Management, LLC, the Company, and TST Acquisition Co., Inc, which was filed as Exhibit 10.2 to our Current Report

on Form 8-K filed on June 12, 2019.

of Warrant for Channel Partners Program, which was filed as Exhibit 4.3 to our Annual Report on Form 10-K for the fiscal year ended

December 31, 2016.

Common Stock Purchase Warrant issued on June 6, 2018 to L2 Capital, LLC, which was filed as Exhibit 10.3 to our Current Report on Form 8-K filed on June 12, 2018.

Common Stock Purchase Warrant issued on June 15, 2018 to Strome Mezzanine Fund LP, which was filed as Exhibit 10.4 to our Current Report on Form 8-K filed on June 21, 2018.

Form of Common Stock Purchase Warrant issued on October 18, 2018, which was filed as Exhibit 10.3 to our Current Report on Form 8-K filed on October 24, 2018.

Form of Warrant for Channel Partners Program, which was filed as Exhibit 4.3 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

Form of MDB Warrant issued in connection with the Share Exchange Agreement, which was filed as Exhibit 10.3 to our Current Report on Form 8-K, filed on November 7, 2016.

Common Stock Purchase Warrant (exercise price $0.42 per share), dated June 14, 2019, issued to ABG-SI LLC, which was filed as Exhibit 4.16 to our Annual Report on Form 10-K, filed on August 16, 2021.

Common Stock Purchase Warrant (exercise price $0.84 per share), dated June 14, 2019, issued to ABG-SI LLC, which was filed as Exhibit 4.17 to our Annual Report on Form 10-K filed on January 8, 2021.

Form of 2019 Warrant for Channel Partners Program, which was filed as Exhibit 4.18 to our Annual Report on Form 10-K filed on April 9, 2021.

Form of 2020 Warrant for Channel Partners Program, which was filed as Exhibit 4.19 to our Annual Report on Form 10-K filed on April 9, 2021.

Rights Agreement, dated as of May 4, 2021, between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent, which includes the Form of Certificate of Designations, the Form of Right Certificate, and the Summary of Rights to Purchase Preferred Shares attached thereto as Exhibits A, B, and C, respectively, which was filed as Exhibit 4.1 to our Current Report on Form 8-K filed on May 4, 2021.

Description of Securities.

of MDB Warrant issued in connection with the Share Exchange Agreement, which was filed as Exhibit 10.3 to our Current Report on Form

8-K, filed on November 7, 2016.

Stock Purchase Warrant (exercise price $0.42 per share), dated June 14, 2019, issued to ABG-SI LLC.

Stock Purchase Warrant (exercise price $0.84 per share), dated June 14, 2019, issued to ABG-SI LLC, which was filed as Exhibit 4.17

to our Annual Report on Form 10-K filed on January 8, 2021.

of 2019 Warrant for Channel Partners Program, which was filed as Exhibit 4.18 to our Annual Report on Form 10-K filed on April 9,

of 2020 Warrant for Channel Partners Program, which was filed as Exhibit 4.19 to our Annual Report on Form 10-K filed on April 9,

Agreement, dated as of May 4, 2021, between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent, which

includes the Form of Certificate of Designations, the Form of Right Certificate, and the Summary of Rights to Purchase Preferred

Shares attached thereto as Exhibits A, B, and C, respectively, which was filed as Exhibit 4.1 to our Current Report on Form 8-K filed

on May 4, 2021.

Purchase Agreement, which was filed as Exhibit 10.1 to our Current Report on Form 8-K, filed on April 10, 2017.

Rights Agreement, which was filed Exhibit 10.2 to our Current Report on Form 8-K, filed on April 10, 2017.

Agreement, dated November 4, 2016, by and between the Company and William C.

Sornsin, Jr., which was filed as Exhibit 10.5 to our

Current Report on Form 8-K, filed on November 7, 2016.

Agreement, dated November 4, 2016, by and between the Company and Benjamin C.

Joldersma, which was filed as Exhibit 10.6 to our Current

Report on Form 8-K, filed on November 7, 2016.

Exchange Agreement, dated October 14, 2016, which was filed as Exhibit 10.1 to our Current Report on Form 8-K, filed on October 17,

to the Share Exchange Agreement, dated November 4, 2016, which was filed as Exhibit 10.2 to our Current Report on Form 8-K, filed

on November 7, 2016.

of Registration Rights Agreement, which was filed as Exhibit 10.10 to our Current Report on Form 8-K, filed on November 7, 2016.

Agreement, dated November 4, 2016, by and between the Company and James C.

Heckman, which was filed as Exhibit 10.4 to our Current

Report on Form 8-K, filed on November 7, 2016.

Purchase Agreement, dated January 4, 2018, by and between the Company and certain investors named therein, which was filed as Exhibit

10.1 to our Current Report on Form 8-K filed on January 5, 2018.

Rights Agreement, dated January 4, 2018, by and between the Company and certain investors named therein, which was filed as Exhibit

10.2 to our Current Report on Form 8-K filed on January 5, 2018.

Purchase Agreement, dated March 30, 2018, by and among the Company and certain investors named therein, which was filed as Exhibit

10.11 to our Annual Report on Form 10-K filed on January 8, 2021.

Rights Agreement, dated March 30, 2018, by and among the Company and certain investors named therein, which was filed as Exhibit

10.12 to our Annual Report on Form 10-K filed on January 8, 2021.

Purchase Agreement, dated as of June 6, 2018, by and between the Company and L2 Capital, LLC, which was filed as Exhibit 10.1 to

our Current Report on Form 8-K filed on June 12, 2018.

Note, issued as of June 6, 2018 by the Company in favor of L2 Capital, LLC, which was filed as Exhibit 10.2 to our Current Report

on Form 8-K filed on June 12, 2018.

Purchase Agreement, dated June 15, 2018, between the Company and each purchaser named therein, which was filed as Exhibit 10.1 to

our Current Report on Form 8-K filed on June 21, 2018.

Rights Agreement, dated June 15, 2018, by and between the Company and each purchaser named therein, which was filed as Exhibit 10.3

to our Current Report on Form 8-K filed on June 21, 2018.

of Securities Purchase Agreement, dated as of August 9, 2018, by and between the Company and each purchaser named therein, which

was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on August 10, 2018.

of Registration Rights Agreement, dated as of August 9, 2018, by and between the Company and each purchaser named therein, which

was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on August 10, 2018.

Purchase Agreement, dated October 18, 2018, by and between the Company and each investor named therein, which was filed as Exhibit

10.1 to our Current Report on Form 8-K filed on October 24, 2018.

Agreement, dated October 18, 2018, by and among the Company, Maven Coalition, Inc., HubPages, Inc., SM Acquisition Co., Inc., and

each investor named therein, which was filed as Exhibit 10.4 to our Current Report on Form 8-K filed on October 24, 2018.

Guarantee, dated October 18, 2018, by Maven Coalition, Inc., HubPages, Inc., and SM Acquisition Co., Inc., in favor of each investor

named therein, which was filed as Exhibit 10.5 to our Current Report on Form 8-K filed on October 24, 2018.

Purchase Agreement, dated December 12, 2018, by and between the Company and each investor named therein, which was filed as Exhibit

10.1 to our Current Report on Form 8-K filed on December 13, 2018.

Rights Agreement, dated December 12, 2018, by and between the Company and each investor named therein, which was filed as Exhibit

10.3 to our Current Report on Form 8-K filed on December 13, 2018.

Purchase Agreement, dated March 18, 2019, by and between the Company and each investor named therein, which was filed as Exhibit

10.1 to our Current Report on Form 8-K filed on March 22, 2019.

Rights Agreement, dated March 18, 2019, by and between the Company and each investor named therein, which was filed as Exhibit 10.3

to our Current Report on Form 8-K filed on March 22, 2019.

Purchase Agreement, dated March 27, 2019, by and between the Company and each investor named therein, which was filed as Exhibit

10.1 to our Current Report on Form 8-K filed on March 28, 2019.

Rights Agreement, dated March 27, 2019, by and between the Company and each investor named therein, which was filed as Exhibit 10.3

to our Current Report on Form 8-K filed on March 28, 2019.

Purchase Agreement, dated April 8, 2019, by and between the Company and each investor named therein, which was filed as Exhibit 10.1

to our Current Report on Form 8-K filed on April 12, 2019.

Rights Agreement, dated April 8, 2019, by and between the Company and each investor named therein, which was filed as Exhibit 10.2

to our Current Report on Form 8-K filed on April 12, 2019.

Purchase Agreement, dated June 10, 2019, by and among the Company, Maven Coalition, Inc., HubPages, Inc., Say Media, Inc., TST Acquisition

Co., Inc., and the investors named therein, which was filed as Exhibit 10.3 to our Current Report on Form 8-K filed on June 12, 2019.

of 12% Note due July 31, 2019, which was filed as Exhibit 10.4 to our Current Report on Form 8-K filed on June 12, 2019.

and Security Agreement, dated June 10, 2019, by and among the Company, Maven Coalition, Inc., HubPages, Inc., Say Media, Inc., TST

Acquisition Co., Inc., and the investor named therein, which was filed as Exhibit 10.5 to our Current Report on Form 8-K filed on

June 12, 2019.

and Restated Note Purchase Agreement, dated June 14, 2019, by and among the Company, Maven Coalition, Inc., HubPages, Inc., Say Media,

Inc., TST Acquisition Co., Inc., and the investor named therein, which was filed as Exhibit 10.1 to our Current Report on Form 8-K

filed on June 19, 2019.

of 12% Note due June 14, 2022, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on June 19, 2019.

and Ratification Agreement, dated June 14, 2019, by and among the Company, Maven Coalition, Inc., HubPages, Inc., Say Media, Inc.,

TST Acquisition Co., Inc., and the investor named therein, which was filed as Exhibit 10.3 to our Current Report on Form 8-K filed

on June 19, 2019.

of Securities Purchase Agreement, dated as of June 28, 2019, by and among the Company and each of the several purchasers named thereto,

which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on July 3, 2019.

of Registration Rights Agreement, dated as of June 28, 2019, by and among the Company and each of the several purchasers named thereto,

which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on July 3, 2019.

Amendment to Amended and Restated Note Purchase Agreement, dated August 27, 2019, by and among the Company, Maven Coalition, Inc.,

HubPages, Inc.

Say Media, Inc., TheStreet, Inc., f/k/a TST Acquisition Co., Inc., Maven Media Brands, LLC, and the investor named

therein, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on September 3, 2019.

of Second Amended and Restated Promissory Note due June 14, 2022, which was filed as Exhibit 10.2 to our Current Report on Form 8-K

filed on September 3, 2019.

of Securities Purchase Agreement, dated as of October 7, 2019, by and among the Company and each of the several purchasers named

therein, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on October 11, 2019.

of Registration Rights Agreement, dated as of October 7, 2019, by and among the Company and each of the several purchasers named

therein, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on October 11, 2019.

Amended and Restated Note Purchase Agreement, dated as of March 24, 2020, by and among the Company, Maven Coalition, Inc., TheStreet,

Maven Media Brands, LLC, the agent and the purchaser, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed

on March 30, 2020.

of 15% Delayed Draw Term Note, issued on March 24, 2020, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed

on March 30, 2020.

of Series H Securities Purchase Agreement, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on August 20,

of Series J Securities Purchase Agreement, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on September 9,

of Series J Registration Rights Agreement, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on September 9,

of Series K Securities Purchase Agreement by and among the Company and each of the several purchasers named therein, which was filed

as Exhibit 10.1 to our Current Report on Form 8-K filed on October 28, 2020.

of Series K Registration Rights Agreement by and among the Company and each of the several purchasers named therein, which was filed

as Exhibit 10.2 to our Current Report on Form 8-K filed on October 28, 2020.

1 to Second Amended and Restated Note Purchase Agreement, dated October 23, 2020, among the Company, the guarantors from time

to time party thereto, each of the purchasers named therein, and BRF Financial Co., LLC, in its capacity as agent for the purchasers,

which was filed as Exhibit 10.3 to our Current Report on Form 8-K filed on October 28, 2020.

Sale and Purchase Agreement, dated December 12, 2018, by and among Sallyport Commercial Finance, LLC, the Company, Maven Coalition,

Inc., and HubPages, Inc., which was filed as Exhibit 10.5 to our Annual Report on Form 10-K filed on January 8, 2021.

dated January 14, 2020, by and between Saks & Company LLC and Maven Coalition, Inc..

of a Condominium Unit, dated October 2, 2019, by and between 26 WSN, LLC and the Company.

Form of Condominium Apartment Lease, dated February 10, 2020, by and between Strawberry Holdings, Inc.

and the Company.

Lease Agreement, dated October 25, 2019, by and between Street Retail West I, LP and the Company.

Gross Lease, dated June 30, 2015, by and between RH 42Fourth, LLC and Say Media, Inc.

Sublease Agreement, dated April 25, 2018, by and between Hodgson Meyers Communications, Inc.

and Maven Coalition, Inc.

Membership Agreement, dated September 19, 2018, by and between WW 995 Market LLC and the Company.

to Membership Agreement, dated October 27, 2020, by and between WW 995 Market LLC and the Company.

Purchase Agreement, dated March 9, 2020, by and among Maven Coalition, Inc., Petametrics Inc., doing business as LiftIgniter, and

Agreement, dated August 26, 2020, by and between Maven Coalition, Inc.

Heckman, Jr., which was filed as Exhibit 10.62

to our Annual Report on Form 10-K filed on January 8, 2021.

Agreement, effective as of September 2, 2020, by and between the Company and James C.

of Stock Option Award Agreement –

2016 Stock Incentive Plan.

of Stock Option Award Agreement –

2019 Equity Incentive Plan.

dated April 6, 2020, issued by TheStreet, Inc.

in favor of JPMorgan Chase Bank, N.A.

Agreement, effective January 1, 2020, by and between the Company and Joshua Jacobs.

Agreement –

Strategic Financing Addendum, dated July 31, 2020, by and between the Company and Joshua Jacobs.

Director Agreement, effective as of January 28, 2018, by and between the Company and David Bailey.

Chairman Agreement, dated as of June 5, 2020, by and between the Company and John Fichthorn.

Director Agreement, effective as of August 2018, by and between John Fichthorn.

Director Agreement, effective as of November 3, 2017, by and between B.

Rinku Sen and the Company.

Director Agreement, effective as of September 3, 2018, by and between the Company and Todd D.

Separation Agreement and General Release of All Claims, dated October 5, 2020, by and between Benjamin Joldersma and the Company.

and Restated Consulting Agreement, dated January 1, 2019, by and between Maven Coalition, and William C.

Employment Agreement, dated January 16, 2020, by and between the Company and William C.

& Advisor Agreement, dated October 6, 2020, by and between the Company and William C.

Employment Agreement, dated May 1, 2019, by and between the Company and Douglas B.

Employment Agreement, dated September 16, 2019, by and between the Company and Ross Levinsohn.

and Restated Executive Employment Agreement, dated May 1, 2020, by and between the Company and Ross Levinsohn.

Services Agreement, dated April 10, 2019, by and between the Company and Ross Levinsohn.

Amendment to the 2016 Stock Incentive Plan.

of Restricted Equity Award Grant Note –

2019 Equity Incentive Plan.

of Restricted Stock Unit Grant Notice –

2019 Equity Incentive Plan.

Option Award Agreement, dated March 11, 2019, by and between the Company and Douglas B.

Agreement, dated July 22, 1999, by and between TheStreet.com, Inc.

and W12/14 Wall Acquisition Associates LLC, which was filed as

Exhibit 10.98 to our Annual Report on Form 10-K filed on January 8, 2021.

Lease Amendment Agreement, dated December 31, 2008, by and between CRP/Capstone 14W Property Owner, L.L.C.

and TheStreet.com, Inc.,

which was filed as Exhibit 10.99 to our Annual Report on Form 10-K filed on January 8, 2021.

Agreement, dated October 30, 2020, by and between Roza 14W LLC and TheStreet.com, Inc.

and Maven Coalition, Inc., which was filed

as Exhibit 10.100 to our Annual Report on Form 10-K filed on January 8, 2021.

Note issued in favor of James Heckman, dated July 13, 2018, which was filed as Exhibit 10.101 to our Annual Report on Form 10-K filed

on January 8, 2021.

Note issued in favor of James Heckman, dated May 18, 2018, which was filed as Exhibit 10.102 to our Annual Report on Form 10-K filed

on January 8, 2021.

Note issued in favor of James Heckman, dated May 15, 2018, which was filed as Exhibit 10.103 to our Annual Report on Form 10-K filed

on January 8, 2021.

Note issued in favor of James Heckman, dated June 6, 2018, which was filed as Exhibit 10.104 to our Annual Report on Form 10-K filed

on January 8, 2021.

Agreement, dated October 3, 2019, by and among, the Company, ABG-SI LLC, Meredith Corporation, and TI Gotham Inc., which was filed

as Exhibit 10.106 to our Annual Report on Form 10-K filed on January 8, 2021.

Leasing Agreement, dated October 3, 2019, by and between the Company and Meredith Corporation, which was filed as Exhibit 10.107

to our Annual Report on Form 10-K filed on January 8, 2021.

Agreement, dated October 3, 2019, by and between the Company and Meredith Corporation, which was filed as Exhibit 10.108 to our Annual

Report on Form 10-K filed on January 8, 2021.

Services Agreement –

theMaven, dated October 3, 2019, by and between the Company and Meredith Corporation, which was filed

as Exhibit 10.109 to our Annual Report on Form 10-K filed on January 8, 2021.

and Assumption Agreement, dated October 3, 2019, by and among Meredith Corporation, TI Gotham Inc., and the Company, which was filed

as Exhibit 10.110 to our Annual Report on Form 10-K filed on January 8, 2021.

Employment Agreement, dated October 1, 2020, by and among the Company and Andrew Kraft, which was filed as Exhibit 10.110 to our

Annual Report on Form 10-K filed on April 9, 2021.

Partners Warrant Program adopted on March 10, 2019, which was filed as Exhibit 10.111 to our Annual Report on Form 10-K filed on

April 9, 2021.

Partners Warrant Program adopted on May 20, 2020, which was filed as Exhibit 10.112 to our Annual Report on Form 10-K filed on April

Outside Director Compensation Policy, adopted as of January 1, 2020, which was filed as Exhibit 10.113 to our Annual Report on Form

10-K filed on April 9, 2021.

to 2020 Outside Director Compensation Policy, dated May 27, 2020, which was filed as Exhibit 10.114 to our Annual Report on Form

10-K filed on April 9, 2021.

& Restated Executive Employment Agreement, dated January 1, 2020, by and between Maven Coalition, Inc.

and Andrew Kraft, which

was filed as Exhibit 10.115 to our Annual Report on Form 10-K filed on April 9, 2021.

Agreement, dated April 11, 2020, by and between Maven Coalition, Inc.

and AQKraft Advisory Services, LLC, which was filed as Exhibit

10.116 to our Annual Report on Form 10-K filed on April 9, 2021.

Employment Agreement, dated November 2, 2019, by and between the Company and Avi Zimak, which was filed as Exhibit 10.117 to our

Annual Report on Form 10-K filed on April 9, 2021.

Option Award Agreement, dated January 16, 2019, by and between the Company and Andrew Q.

Kraft, which was filed as Exhibit 10.119

to our Annual Report on Form 10-K filed on April 9, 2021.

Securities Purchase Agreement, dated January 4, 2018, by and between the Company and certain investors named therein, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on January 5, 2018.

Registration Rights Agreement, dated January 4, 2018, by and between the Company and certain investors named therein, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on January 5, 2018.

Securities Purchase Agreement, dated March 30, 2018, by and among the Company and certain investors named therein, which was filed as Exhibit 10.11 to our Annual Report on Form 10-K filed on January 8, 2021.

Registration Rights Agreement, dated March 30, 2018, by and among the Company and certain investors named therein, which was filed as Exhibit 10.12 to our Annual Report on Form 10-K filed on January 8, 2021.

Securities Purchase Agreement, dated June 15, 2018, between the Company and each purchaser named therein, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on June 21, 2018.

Registration Rights Agreement, dated June 15, 2018, by and between the Company and each purchaser named therein, which was filed as Exhibit 10.3 to our Current Report on Form 8-K filed on June 21, 2018.

Form of Securities Purchase Agreement, dated as of August 9, 2018, by and between the Company and each purchaser named therein, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on August 10, 2018.

Form of Registration Rights Agreement, dated as of August 9, 2018, by and between the Company and each purchaser named therein, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on August 10, 2018.

Securities Purchase Agreement, dated October 18, 2018, by and between the Company and each investor named therein, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on October 24, 2018.

Securities Purchase Agreement, dated December 12, 2018, by and between the Company and each investor named therein, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on December 13, 2018.

Registration Rights Agreement, dated December 12, 2018, by and between the Company and each investor named therein, which was filed as Exhibit 10.3 to our Current Report on Form 8-K filed on December 13, 2018.

Securities Purchase Agreement, dated March 18, 2019, by and between the Company and each investor named therein, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on March 22, 2019.

Registration Rights Agreement, dated March 18, 2019, by and between the Company and each investor named therein, which was filed as Exhibit 10.3 to our Current Report on Form 8-K filed on March 22, 2019.

Securities Purchase Agreement, dated March 27, 2019, by and between the Company and each investor named therein, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on March 28, 2019.

Registration Rights Agreement, dated March 27, 2019, by and between the Company and each investor named therein, which was filed as Exhibit 10.3 to our Current Report on Form 8-K filed on March 28, 2019.

Securities Purchase Agreement, dated April 8, 2019, by and between the Company and each investor named therein, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on April 12, 2019.

Registration Rights Agreement, dated April 8, 2019, by and between the Company and each investor named therein, which was filed as Exhibit 10.3 to our Current Report on Form 8-K filed on April 12, 2019.

Pledge and Security Agreement, dated June 10, 2019, by and among the Company, Maven Coalition, Inc., HubPages, Inc., Say Media, Inc., TST Acquisition Co., Inc., and the investor named therein, which was filed as Exhibit 10.5 to our Current Report on Form 8-K filed on June 12, 2019.

Confirmation and Ratification Agreement, dated June 14, 2019, by and among the Company, Maven Coalition, Inc., HubPages, Inc., Say Media, Inc., TST Acquisition Co., Inc., and the investor named therein, which was filed as Exhibit 10.3 to our Current Report on Form 8-K filed on June 19, 2019.

Form of Securities Purchase Agreement, dated as of June 28, 2019, by and among the Company and each of the several purchasers named thereto, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on July 3, 2019.

Form of Registration Rights Agreement, dated as of June 28, 2019, by and among the Company and each of the several purchasers named thereto, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on July 3, 2019.

Form of Second Amended and Restated Promissory Note due June 14, 2022, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on September 3, 2019.

Form of Securities Purchase Agreement, dated as of October 7, 2019, by and among the Company and each of the several purchasers named therein, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on October 11, 2019.

Form of Registration Rights Agreement, dated as of October 7, 2019, by and among the Company and each of the several purchasers named therein, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on October 11, 2019.

Second Amended and Restated Note Purchase Agreement, dated as of March 24, 2020, by and among the Company, Maven Coalition, Inc., TheStreet, Inc.

Maven Media Brands, LLC, the agent and the purchaser, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on March 30, 2020.

Form of 15% Delayed Draw Term Note, issued on March 24, 2020, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on March 30, 2020.

Form of Series H Securities Purchase Agreement, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on August 20, 2020.

Form of Series J Securities Purchase Agreement, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on September 9, 2020.

Form of Series J Registration Rights Agreement, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on September 9, 2020.

Form of Series K Securities Purchase Agreement by and among the Company and each of the several purchasers named therein, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on October 28, 2020.

Form of Series K Registration Rights Agreement by and among the Company and each of the several purchasers named therein, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on October 28, 2020.

Amendment No.

1 to Second Amended and Restated Note Purchase Agreement, dated October 23, 2020, among the Company, the guarantors from time to time party thereto, each of the purchasers named therein, and BRF Financial Co., LLC, in its capacity as agent for the purchasers, which was filed as Exhibit 10.3 to our Current Report on Form 8-K filed on October 28, 2020.

Sublease, dated January 14, 2020, by and between Saks & Company LLC and Maven Coalition, Inc., which was filed as Exhibit 10.51 to our Annual Report on Form 10-K filed on August 16, 2021.

Office Lease Agreement, dated October 25, 2019, by and between Street Retail West I, LP and the Company, which was filed as Exhibit 10.54 to our Annual Report on Form 10-K filed on August 16, 2021.

Asset Purchase Agreement, dated March 9, 2020, by and among Maven Coalition, Inc., Petametrics Inc., doing business as LiftIgniter, and the Company, which was filed as Exhibit 10.59 to our Annual Report on Form 10-K filed on August 16, 2021.

Consulting Agreement, dated August 26, 2020, by and between Maven Coalition, Inc.

Heckman, Jr., which was filed as Exhibit 10.62 to our Annual Report on Form 10-K filed on January 8, 2021.

Separation Agreement, effective as of September 2, 2020, by and between the Company and James C.

Heckman, Jr., which was filed as Exhibit 10.61 to our Annual Report on Form 10-K filed on August 16, 2021.

Form of Stock Option Award Agreement – 2016 Stock Incentive Plan, which was filed as Exhibit 10.62 to our Annual Report on Form 10-K filed on August 16, 2021.

Form of Stock Option Award Agreement – 2019 Equity Incentive Plan, which was filed as Exhibit 10.63 to our Annual Report on Form 10-K filed on August 16, 2021.

Independent Director Agreement, effective as of September 3, 2018, by and between the Company and Todd D.

Sims, which was filed as Exhibit 10.71 to our Annual Report on Form 10-K filed on August 16, 2021.

First Amendment to the 2016 Stock Incentive Plan, which was filed as Exhibit 10.80 to our Annual Report on Form 10-K filed on August 16, 2021.

Second Amendment to the 2016 Stock Incentive Plan, which was filed as Exhibit 10.81 to our Annual Report on Form 10-K filed on August 16, 2021.

Form of Restricted Equity Award Grant Notice – 2019 Equity Incentive Plan, which was filed as Exhibit 10.82 to our Annual Report on Form 10-K filed on August 16, 2021.

Form of Restricted Stock Unit Grant Notice – 2019 Equity Incentive Plan, which was filed as Exhibit 10.83 to our Annual Report on Form 10-K filed on August 16, 2021.

Stock Option Award Agreement, dated March 11, 2019, by and between the Company and Douglas B.

Smith, which was filed as Exhibit 10.84 to our Annual Report on Form 10-K filed on August 16, 2021.

Stock Option Award Agreement, dated March 11, 2019, by and between the Company and Douglas B.

Smith, which was filed as Exhibit 10.85 to our Annual Report on Form 10-K filed on August 16, 2021.

Channel Partners Warrant Program adopted on May 20, 2020, which was filed as Exhibit 10.112 to our Annual Report on Form 10-K filed on April 9, 2021.

2020 Outside Director Compensation Policy, adopted as of January 1, 2020, which was filed as Exhibit 10.113 to our Annual Report on Form 10-K filed on April 9, 2021.

Amendment to 2020 Outside Director Compensation Policy, dated May 27, 2020, which was filed as Exhibit 10.114 to our Annual Report on Form 10-K filed on April 9, 2021.

Stock Option Award Agreement, dated January 16, 2019, by and between the Company and Andrew Q.

Kraft, which was filed as Exhibit 10.119 to our Annual Report on Form 10-K filed on April 9, 2021.

Stock Award Agreement, dated January 16, 2019, by and between the Company and Andrew Q.

Kraft, which was filed as Exhibit 10.120 to our Annual Report on Form 10-K filed on April 9, 2021.

Executive Bonus Plan, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on January 14, 2021.

1 to Agreement and Plan of Merger, dated July 12, 2019, by and among the Company, TheStreet, Inc., and TST Acquisition Co., Inc.,

which was filed as Exhibit 10.113 to our Annual Report on Form 10-K filed on April 9, 2021.

Employment Agreement, effective January 1, 2021, by and between the Company and Paul Edmondson, which was filed as Exhibit 10.4 to

our Current Report on Form 8-K on February 23, 2021.

and Restated Executive Employment Agreement, effective January 1, 2021, by and between the Company and Douglas B.

Smith, which was

filed as Exhibit 10.2 to our Current Report on Form 8-K on February 23, 2021.

Agreement, dated October 31, 2020, by and between the Company and James C.

Heckman, which was filed as Exhibit 10.125 to our Annual

Report on Form 10-K filed on April 9, 2021.

Amended and Restated Executive Employment Agreement, effective August 26, 2020, by and between the Company and Ross Levinsohn, which

was filed as Exhibit 10.1 to our Current Report on Form 8-K on February 23, 2021.

Option Grant Notice, dated April 10, 2019, by and between the Company and Paul Edmondson, which was filed as Exhibit 10.127 to our

Annual Report on Form 10-K filed on April 9, 2021.

Option Grant Notice, dated April 10, 2019, by and between the Company and James Heckman, which was filed as Exhibit 10.128 to our

Annual Report on Form 10-K filed on April 9, 2021.

Option Grant Notice, dated April 10, 2019, by and between the Company B.

Rinku Sen, which was filed as Exhibit 10.129 to our Annual

Report on Form 10-K filed on April 9, 2021.

Option Grant Notice, dated April 10, 2019, by and between the Company and Douglas Smith, which was filed as Exhibit 10.130 to our

Annual Report on Form 10-K filed on April 9, 2021.

of Amendment to Stock Option Award Agreement, by and between the Company and certain grantees awarded stock options on April 10,

2019, which was filed as Exhibit 10.131 to our Annual Report on Form 10-K filed on April 9, 2021.

Employment Agreement, effective as of January 1, 2021, by and between the Company and Jill Marchisotto, which was filed as Exhibit

10.5 to our Current Report on Form 8-K on February 23, 2021.

Employment Agreement, effective as of February 18, 2021, by and between the Company and Robertson Barrett, which was filed as Exhibit

10.3 to our Current Report on Form 8-K on February 23, 2021.

Agreement, dated as of December 22, 2020, by and between the Company and Whisper Advisors, LLC, which was filed as Exhibit 10.134

to our Annual Report on Form 10-K on April 9, 2021.

Option Award Agreement, dated September 14, 2018, by and between the Company and Paul Edmondson, which was filed as Exhibit 10.135

to our Annual Report on Form 10-K on April 9, 2021.

Option Award Agreement, dated September 14, 2018, by and between the Company and James Heckman, which was filed as Exhibit 10.136

to our Annual Report on Form 10-K on April 9, 2021.

Stock Award Grant Notice, effective January 1, 2019, by and between the Company and B.

Rinku Sen, which was filed as Exhibit 10.137

to our Annual Report on Form 10-K on April 9, 2021.

and Restated Executive Employment Agreement, effective January 1, 2021, by and between the Company and Andrew Kraft, which was filed

as Exhibit 10.6 to our Current Report on Form 8-K on February 23, 2021.

Amended and Restated Executive Employment Agreement, effective January 1, 2021, by and between the Company and Avi Zimak, which was

filed as Exhibit 10.7 to our Current Report on Form 8-K on February 23, 2021.

Amendment to theMaven, Inc.’s 2019 Equity Incentive Plan, dated February 18, 2021, which was filed as Exhibit 10.1 to our Current

Report on Form 8-K on February 24, 2021.

Amendment to theMaven, Inc.’s 2019 Equity Incentive Plan, dated March 16, 2020, which was filed as Exhibit 10.141 to our Annual

Report on Form 10-K on April 9, 2021.

Maven Executive Bonus Plan, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on January 14, 2021.

Amendment No.

1 to Agreement and Plan of Merger, dated July 12, 2019, by and among the Company, TheStreet, Inc., and TST Acquisition Co., Inc., which was filed as Exhibit 10.122 to our Annual Report on Form 10-K filed on April 9, 2021.

Executive Employment Agreement, effective January 1, 2021, by and between the Company and Paul Edmondson, which was filed as Exhibit 10.4 to our Current Report on Form 8-K on February 23, 2021.

Amended and Restated Executive Employment Agreement, effective January 1, 2021, by and between the Company and Douglas B.

Smith, which was filed as Exhibit 10.2 to our Current Report on Form 8-K on February 23, 2021.

Stock Option Grant Notice, dated April 10, 2019, by and between the Company and Paul Edmondson, which was filed as Exhibit 10.127 to our Annual Report on Form 10-K filed on April 9, 2021.

Stock Option Grant Notice, dated April 10, 2019, by and between the Company and James Heckman, which was filed as Exhibit 10.128 to our Annual Report on Form 10-K filed on April 9, 2021.

Stock Option Grant Notice, dated April 10, 2019, by and between the Company B.

Rinku Sen, which was filed as Exhibit 10.129 to our Annual Report on Form 10-K filed on April 9, 2021.

Stock Option Grant Notice, dated April 10, 2019, by and between the Company and Douglas Smith, which was filed as Exhibit 10.130 to our Annual Report on Form 10-K filed on April 9, 2021.

Form of Amendment to Stock Option Award Agreement, by and between the Company and certain grantees awarded stock options on April 10, 2019, which was filed as Exhibit 10.131 to our Annual Report on Form 10-K filed on April 9, 2021.

Executive Employment Agreement, effective as of January 1, 2021, by and between the Company and Jill Marchisotto, which was filed as Exhibit 10.5 to our Current Report on Form 8-K on February 23, 2021.

Executive Employment Agreement, effective as of February 18, 2021, by and between the Company and Robertson Barrett, which was filed as Exhibit 10.3 to our Current Report on Form 8-K on February 23, 2021.

Services Agreement, dated as of December 22, 2020, by and between the Company and Whisper Advisors, LLC, which was filed as Exhibit 10.134 to our Annual Report on Form 10-K on April 9, 2021.

Stock Option Award Agreement, dated September 14, 2018, by and between the Company and Paul Edmondson, which was filed as Exhibit 10.135 to our Annual Report on Form 10-K on April 9, 2021.

Stock Option Award Agreement, dated September 14, 2018, by and between the Company and James Heckman, which was filed as Exhibit 10.136 to our Annual Report on Form 10-K on April 9, 2021.

Amended and Restated Executive Employment Agreement, effective January 1, 2021, by and between the Company and Andrew Kraft, which was filed as Exhibit 10.6 to our Current Report on Form 8-K on February 23, 2021.

Second Amended and Restated Executive Employment Agreement, effective January 1, 2021, by and between the Company and Avi Zimak, which was filed as Exhibit 10.7 to our Current Report on Form 8-K on February 23, 2021.

Second Amendment to theMaven, Inc.’s 2019 Equity Incentive Plan, dated February 18, 2021, which was filed as Exhibit 10.1 to our Current Report on Form 8-K on February 24, 2021.

First Amendment to theMaven, Inc.’s 2019 Equity Incentive Plan, dated March 16, 2020, which was filed as Exhibit 10.141 to our Annual Report on Form 10-K on April 9, 2021.

2019 Equity Incentive Plan, which was filed as Exhibit 10.142 to our Annual Report on Form 10-K on April 9, 2021.

Agreement between the Company and Joshua Jacobs, effective as of March 9, 2021, which was filed as Exhibit 10.1 to our Current Report

on Form 8-K on March 12, 2021.

Stock Award Grant Notice, effective March 9, 2021, by and between the Company and Eric Semler, which was filed as Exhibit 10.144

to our Annual Report on Form 10-K on April 9, 2021.

and Security Agreement, dated February 2020, by and among Maven Coalition, Inc., theMaven, Inc., Maven Media Brands, LLC, TheStreet,

Inc., and FPP Finance LLC, which was filed as Exhibit 10.8 to our Quarterly Report on Form 10-Q on May 7, 2021.

Amendment to Financing and Security Agreement, dated March 24, 2020, by and among Maven Coalition, Inc., theMaven, Inc., Maven Media

Brands, LLC, TheStreet, Inc., and FPP Financing LLC, which was filed as Exhibit 10.9 to our Quarterly Report on Form 10-Q on May

Intercreditor

Agreement, dated February 24, 2020, by and between FPP Finance LLC and BRF Finance Co., LLC, which was filed as Exhibit 10.10 to

our Quarterly Report on Form 10-Q on May 7, 2021.

1 to Intercreditor Agreement, dated March 24, 2020, by and between FPP Finance LLC and BRF Finance Co., LLC, which was filed

as Exhibit 10.11 to our Quarterly Report on Form 10-Q on May 7, 2021.

2 to Second Amended and Restated Note Purchase Agreement, dated as of May 19, 2021, by and among the Company, Maven Coalition,

Inc., TheStreet, Inc., Maven Media Brands, LLC, and the Agent, and the Purchaser, which was filed as Exhibit 10.1 to our Current

Report on Form 8-K on May 25, 2021.

of Securities Purchase Agreement among the Company and each of the several purchasers signatory thereto, which was filed as Exhibit

10.2 to our Current Report on Form 8-K on May 25, 2021.

of Registration Rights Agreement among the Company and each of the several purchasers signatory thereto, which was filed as Exhibit

10.3 to our Current Report on Form 8-K on May 25, 2021.

Purchase Agreement, dated June 4, 2021, by and among the Company, Maven Media Brands, LLC, College Spun Media Incorporated, Matthew

Lombardi, Alyson Shontell Lombardi, Timothy Ray, Andrew Holleran, and the Representative, which was filed as Exhibit 10.1 to our

Current Report on Form 8-K filed on June 7, 2021.

& Restated Executive Employment Agreement, dated June 14, 2020, by and between the Company and Avi Zimak.

Agreement –

Strategic Financing Addendum, dated May 1, 2020, by and between the Company and Joshua Jacobs.

Confidential Separation Agreement and General Release, dated April 10, 2020, by and between the Company and Andrew Kraft.

Amended and Restated Business Code of Ethics and Conduct.

Code of Ethics for Financial Officers.

2016 Stock Incentive Plan, which was filed as Exhibit 4.4 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

Financing and Security Agreement, dated February 2020, by and among Maven Coalition, Inc., theMaven, Inc., Maven Media Brands, LLC, TheStreet, Inc., and FPP Finance LLC, which was filed as Exhibit 10.8 to our Quarterly Report on Form 10-Q on May 7, 2021.

First Amendment to Financing and Security Agreement, dated March 24, 2020, by and among Maven Coalition, Inc., theMaven, Inc., Maven Media Brands, LLC, TheStreet, Inc., and FPP Financing LLC, which was filed as Exhibit 10.9 to our Quarterly Report on Form 10-Q on May 7, 2021.

Intercreditor Agreement, dated February 24, 2020, by and between FPP Finance LLC and BRF Finance Co., LLC, which was filed as Exhibit 10.10 to our Quarterly Report on Form 10-Q on May 7, 2021.

Amendment No.

1 to Intercreditor Agreement, dated March 24, 2020, by and between FPP Finance LLC and BRF Finance Co., LLC, which was filed as Exhibit 10.11 to our Quarterly Report on Form 10-Q on May 7, 2021.

Amendment No.

2 to Second Amended and Restated Note Purchase Agreement, dated as of May 19, 2021, by and among the Company, Maven Coalition, Inc., TheStreet, Inc., Maven Media Brands, LLC, and the Agent, and the Purchaser, which was filed as Exhibit 10.1 to our Current Report on Form 8-K on May 25, 2021.

Form of Securities Purchase Agreement among the Company and each of the several purchasers signatory thereto, which was filed as Exhibit 10.2 to our Current Report on Form 8-K on May 25, 2021.

Form of Registration Rights Agreement among the Company and each of the several purchasers signatory thereto, which was filed as Exhibit 10.3 to our Current Report on Form 8-K on May 25, 2021.

Stock Purchase Agreement, dated June 4, 2021, by and among the Company, Maven Media Brands, LLC, College Spun Media Incorporated, Matthew Lombardi, Alyson Shontell Lombardi, Timothy Ray, Andrew Holleran, and the Representative, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on June 7, 2021.

Amended Consulting Agreement, dated June 3, 2021, by and between the Company, Maven Coalition, Inc., and James C.

Heckman Jr., which was filed as Exhibit 10.103 to our Registration Statement on Form S-1 filed on October 29, 2021.

General Release and Continuing Obligations Agreement, dated June 3, 2021, by and between the Company, Maven Coalition, Inc., Maven Media Brands, LLC, TheStreet Inc., Heckman Media, LLC, and James C.

Heckman Jr., which was filed as Exhibit 10.104 to our Registration Statement on Form S-1 filed on October 29, 2021.

Amendment to 2016 Stock Incentive Plan Option Agreement, dated June 3, 2021, by and between the Company and James C.

Heckman Jr., which was filed as Exhibit 10.105 to our Registration Statement on Form S-1 filed on October 29, 2021.

Amendment to 2019 Equity Incentive Plan Option Agreement, dated June 3, 2021, by and between the Company and James C.

Heckman Jr., which was filed as Exhibit 10.106 to our Registration Statement on Form S-1 filed on October 29, 2021.

Executive Employment Agreement by and between the Company and Spiros Christoforatos, dated October 4, 2021, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on October 18, 2021.

Second Amended and Restated Executive Employment Agreement, effective August 26, 2020, by and between the Company and Ross Levinsohn, which was filed as Exhibit 10.1 to our Current Report on Form 8-K on February 23, 2021.

Third Amendment to Financing and Security Agreement, dated as of December 6, 2021, by and among theMaven, Inc., Maven Coalition, Inc., Maven Media Brands, LLC, TheStreet, Inc., College Spun Media Incorporated, and Fast Pay Partners LLC, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on December 10, 2021.

Amendment No.

3 to Second Amended and Restated Note Purchase Agreement, dated as of December 6, 2021, by and among theMaven, Inc., Maven Coalition, Inc., TheStreet, Inc., Maven Media Brands, LLC, College Spun Media Incorporated, and BRF Finance Co., LLC, as Agent and Purchaser, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on December 10, 2021.

Amendment No.

1 to Second Amended & Restated Executive Employment Agreement, dated as of December 22, 2021, by and between the Company and Ross Levinsohn, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on January 10, 2022.

Bonus Letter, dated as of October 6, 2021, by and between the Company and Ross Levinsohn, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on January 10, 2022.

Form of Stock Purchase Agreement by and between the Company and certain investors, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on January 28, 2022.

Amendment No.

4 to Second Amended and Restated Note Purchase Agreement, dated January 23, 2022, by and between theMaven, Inc., Maven Coalition, Inc., TheStreet, Inc., Maven Media Brands, LLC, College Spun Media Incorporated, and BRF Finance Co., LLC, as Agent and Purchaser, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on January 28, 2022.

Exchange Agreement, dated October 31, 2020, by and between the Company and James C.

Heckman, which was filed as Exhibit 10.125 to our Annual Report on Form 10-K filed on April 9, 2021.

Letter Agreement between the Company and Joshua Jacobs, effective as of March 9, 2021, which was filed as Exhibit 10.1 to our Current Report on Form 8-K on March 12, 2021.

Restricted Stock Award Grant Notice, effective March 9, 2021, by and between the Company and Eric Semler, which was filed as Exhibit 10.144 to our Annual Report on Form 10-K on April 9, 2021.

Underwriting Agreement, dated February 10, 2022, between The Arena Group Holdings, Inc.

Riley Securities, Inc., as representative of the several underwriters, which was filed as Exhibit 1.1 to our Current Report on Form 8-K filed on February 11, 2022.

Asset Purchase Agreement between the Company and Fulltime Fantasy Sports, LLC, dated July 15, 2021, which was filed as Exhibit 10.5 to our Quarterly Report on Form 10-Q on November 15, 2021.

Amended and Restated Business Code of Ethics and Conduct, which was filed as Exhibit 14.1 to our Annual Report on Form 10-K filed on August 16, 2021.

Code of Ethics for Financial Officers, which was filed as Exhibit 14.2 to our Annual Report on Form 10-K filed on August 16, 2021.

Subsidiaries.

8 unchanged sentences

Presentation Linkbase Document.

Page Interactive Data (embedded within the Inline XBRL document and contained in Exhibit 101)

See Item 15(a) above.

Form 10–K Summary

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

August 16, 2021

Arena Group Holdings, Inc.

March 31, 2022

ROSS LEVINSOHN

Executive Officer

Executive Officer and Chairman of the Board

Executive Officer)

Financial Officer

Financial and Accounting Officer)

to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf

of the Registrant and in the capacities indicated and on the dates indicated.

Financial Officer)

SPIROS CHRISTOFORATOS

Christoforatos

Accounting Officer

Accounting Officer)

Power of Attorney

ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ross Levinsohn and Douglas B.

Smith, jointly and severally, as his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities,

to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection

therewith, with the U.S.

Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact,

or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities

Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the Registrant and in the capacities

indicated and on the dates indicated.

ROSS LEVINSOHN

Executive Officer and Director

Executive Officer and Chairman of the Board

Executive Officer)

August 16, 2021

March 31, 2022

Financial Officer

Financial and Accounting Officer)

August 16, 2021

Chairman and Director

August 16, 2021

Financial Officer)

March 31, 2022

/s/ SPIROS CHRISTOFORATOS

Chief Accounting Officer

Spiros Christoforatos

(Principal Accounting Officer)

March 31, 2022

CHRISTOPHER PETZEL

March 31, 2022

DANIEL SHRIBMAN

August 16, 2021

March 31, 2022

Arena Group Holdings, Inc.

and Subsidiaries

to Consolidated Financial Statements

of Independent Registered Public Accounting Firm

Balance Sheets as of December 31, 2020 and 2019

Statements of Operations for the Years Ended December 31, 2020 and 2019

Statements of Stockholders’

Deficiency for the Years Ended December 31, 2020 and 2019

Statements of Cash Flows for the Years Ended December 31, 2020 and 2019

to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB ID NO:

Consolidated Balance Sheets as of December 31, 2021 and 2020

Consolidated Statements of Operations for the Years Ended December 31, 2021 and 2020

Consolidated Statements of Stockholders’ Deficiency for the Years Ended December 31, 2021 and 2020

Consolidated Statements of Cash Flows for the Years Ended December 31, 2021 and 2020

Notes to Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

TheMaven, Inc.

the Stockholder and Board of Directors of

Arena Group Holdings, Inc.

and Subsidiaries

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated

balance sheets of TheMaven, Inc.

and Subsidiaries (the “Company”) as of December 31, 2020 and 2019, the related consolidated

statements of operations, stockholders’

deficiency and cash flows for each of the two years in the period ended December 31, 2020,

and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated

financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019,

and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2020, in conformity with

accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the

responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial

statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United

States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the

consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have,

nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to

obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness

of the Company’s internal control over financial reporting.

(formerly known as theMaven, Inc.)

on the Financial Statements

have audited the accompanying consolidated balance sheets of The Arena Group Holdings, Inc.

and Subsidiaries (formerly known as theMaven,

Inc.) the “Company”) as of December 31, 2021 and 2020, the related consolidated statements of operations, stockholders’

deficiency and cash flows for each of the two years in the period ended December 31, 2021, and the related notes (collectively referred

to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the

financial position of the Company as of December 31, 2021 and 2021, and the results of its operations and its cash flows for each of

the two years in the period ended December 31, 2021 and 2020, in conformity with accounting principles generally accepted in the

United States of America.

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion

on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public

Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company

in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission

and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing

an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the

consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made

by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide

a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below

are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to

the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our

especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion

on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate

opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Evaluation of the Contract Modification to

Certain Subscription Contacts

As described in Note 2 to the consolidated financial

statements, the Company modified certain digital and magazine subscription contracts.

The Company determined that the contract modification

was a termination of the existing contract and a creation of a new contract with each individual subscriber.

The Company accounted for

the contract modification on a prospective basis.

The principal consideration for our determination

that performing procedures relating to these contract modifications is a critical audit matter, are there is significant audit judgment

by management in determining the impact related to revenue recognition, contract assets and contract liabilities and classification of

short-term and long-term presentation to the Company’s future period balance sheets.

Addressing the matter involved performing procedures

and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

The procedures

included, amongst others, (i) gaining an understanding of the Company’s estimation process related to contract modification (ii)

testing the number of future unserved subscription copies at the contract modification date to estimate the financial impact of the contract

modification to both the current period and future period earnings (iii) testing management’s analysis of the financial impact

of the contract modification to contract asset and contract liabilities balances as of end of the year and the impact to current period

earnings (iv) testing the mathematical accuracy of the analysis prepared by management (v) evaluating the appropriateness of the presentation

to the consolidated financial statements.

have served as the Company’s auditor since 2019.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether

due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Audit Matters

critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated

or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial

statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters

does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit

matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

of the Contract Modification to Certain Subscription Contacts

described in Note 2 to the consolidated financial statements, the Company modified certain digital and magazine subscription contracts

in January 2020, February 2020 and December 2021 to reflect changes in the number of copies of future magazines to be published on

a yearly basis.

The Company determined that these subscription contract modifications are distinct from the original

contract which in effect establishes a new contract with each individual subscriber.

The Company accounted for the subscription

contract modification on a prospective basis.

We evaluated the impact of the subscription

contract modification as a critical audit

matter as there is significant judgment by management in determining the revenues to be recognized in future periods.

For the year ended December 31, 2021, the Company recognized $2.8 million of revenues resulting from the subscription contract modifications.

To address this matter required

performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

The primary procedures included, amongst others, (i) testing the future earnings to be recognized on a prospective basis (ii)

confirming the number of future unserved subscription copies at the subscription contract modification dates and (iii)

testing management’s analysis of the financial impact of the contract modification to current period earnings.

of acquisition-date fair value of the brand name intangible asset

discussed in Note 3 to the consolidated financial statements, the Company acquired College Spun Media Incorporated (“The Spun”)

on June 4, 2021 for a purchase price of $11.8 million.

In connection with the transaction, the Company recorded an intangible asset related

to the acquired brand name for $5.2 million.

identified and evaluated the acquisition-date fair value of the brand name acquired in the transaction as a critical audit matter.

critical audit matter required a degree of subjectivity in calculating its fair value.

A discounted cash flow model included internally-developed

assumptions with limited observable market information was used to calculate the value and was sensitive to possible changes to key assumptions,

(i) forecasted revenue growth rates, (ii) forecasted earnings before interest, tax, depreciation, and amortization (EBITDA)

margins and (iii) weighted-average cost of capital (WACC), including the discount rate.

primary procedures we performed to address this critical audit matter included evaluating the Company’s forecasted revenue growth

rates by comparing the forecasted growth to The Spun’s historical and actual results to assess The Spun’s ability to accurately

In addition, we involved a valuation specialist to assist with (i) evaluating the valuation approach used by the Company to

calculate the fair value of the brand name and (ii) assessing the Company’s WACC calculation, by comparing it against an independently

estimated WACC.

have served as the Company’s auditor since 2019.

Angeles, California

THE ARENA GROUP HOLDINGS, INC.

AND SUBSIDIARIES

BALANCE SHEETS

of December 31,

and cash equivalents

receivable, net

acquisition costs, current portion

fees, current portion

and other current assets

CONSOLIDATED BALANCE SHEETS

As of December 31,

Current assets:

and equipment, net

lease right-of-use assets

development, net

fees, net of current portion

acquisition costs, net of current portion

and other intangible assets, net

long-term assets

Cash and cash equivalents

Restricted cash

Accounts receivable, net

Subscription acquisition costs, current portion

Royalty fees, current portion

Prepayments and other current assets

Total current assets

Property and equipment, net

Operating lease right-of-use assets

Platform development, net

Royalty fees, net of current portion

Subscription acquisition costs, net of current portion

Acquired and other intangible assets, net

Other long-term assets

$ 173,982,880

$ 214,204,316

mezzanine equity and stockholders’

expenses and other

refund liability

lease liabilities

damages payable

derivative liabilities

Liabilities, mezzanine equity and stockholders’ deficiency

Current liabilities:

revenue, net of current portion

stock liabilities, net of current portion

lease liabilities, net of current portion

long-term liabilities

tax liabilities

notes, including accrued interest

debt, net of current portion

and contingencies (Note 26)

G redeemable and convertible preferred stock, $0.01 par value, $1,000 per share liquidation value and 1,800 shares designated;

liquidation value:

Accounts payable

Accrued expenses and other

Line of credit

Unearned revenue

Subscription refund liability

Operating lease liabilities

Liquidated damages payable

Current portion of long-term debt

Embedded derivative liabilities

Total current liabilities

Unearned revenue, net of current portion

Restricted stock liabilities, net of current portion

Operating lease liabilities, net of current portion

Liquidating damages payable, net of current portion

Other long-term liabilities

Deferred tax liabilities

Long-term debt, net of current portion

Total liabilities

Commitments and contingencies (Note 27)

Mezzanine equity:

Series G redeemable and convertible preferred stock, $ 0.01 par value, $ 1,000 per share liquidation value and 1,800 shares designated;

aggregate liquidation value:

Series G shares issued and outstanding:

common shares issuable upon conversion:

December 31, 2020 and 2019

H convertible preferred stock, $0.01 par value, $1,000 per share liquidation value and 23,000 shares designated;

liquidation value:

8,582 at December 31, 2021 and 2020

Series H convertible preferred stock, $ 0.01

par value, $ 1,000

per share liquidation value and 23,000 shares designated;

aggregate liquidation value:

and $ 19,596,000 ;

Series H shares issued and outstanding:

common shares issuable upon conversion:

and 2,699,312

common shares issuable

upon conversion:

59,384,849 and 58,787,879 at December 31, 2020 and 2019, respectively

I convertible preferred stock, $0.01 par value, $1,000 per share liquidation value and 25,800 shares designated;

aggregate liquidation

$0 and $23,100,000 at December 31, 2020 and 2019, respectively;

Series I shares issued and outstanding:

shares issuable upon conversion:

46,200,000 at December 31, 2019

J convertible preferred stock, $0.01 par value, $1,000 per share liquidation value and 25,000 shares designated;

aggregate liquidation

$0 and $20,000,000 at December 31, 2020 and 2019, respectively;

Series J shares issued and outstanding:

shares issuable upon conversion:

28,571,428 at December 31, 2019

mezzanine equity

Stockholders’

stock, $0.01 par value, authorized 1,000,000,000 shares;

at December 31, 2021 and 2020, respectively

Total mezzanine equity

Stockholders’ deficiency:

Common stock, $ 0.01

par value, authorized 1,000,000,000 shares:

issued and outstanding;

229,085,167 and 37,119,117 shares at December 31,

2020 and 2019, respectively

stock to be issued

paid-in capital

and 10,412,965 shares December 31, 2021 and 2020,

Common stock to be issued

Additional paid-in capital

Accumulated deficit

( 252,212,939 )

( 162,273,286 )

stockholders’

Total stockholders’ deficiency

( 51,675,906 )

( 20,313,460 )

liabilities, mezzanine equity and stockholders’

Total liabilities, mezzanine equity and stockholders’ deficiency

$ 173,982,880

1 unchanged sentence

accompanying notes to consolidated financial statements.

THE ARENA GROUP HOLDINGS, INC.

AND SUBSIDIARIES

STATEMENTS OF OPERATIONS

Ended December 31,

CONSOLIDATED STATEMENTS OF OPERATIONS

Years Ended December 31,

$ 189,140,334

of revenue (includes amortization for developed technology and platform development for 2020 and 2019 of $8,550,952 and $6,191,965,

respectively)

and marketing

and administrative

and amortization

$ 128,032,397

Cost of revenue (includes amortization for developed technology and platform development for 2021 and 2020 of $ 8,829,025 and $ 8,550,952 , respectively)

Operating expenses

from operations

Selling and marketing

General and administrative

Depreciation and amortization

Loss on disposition of assets

Loss on impairment of lease

Loss on termination of lease

Total operating expenses

Loss from operations

( 84,279,778 )

( 71,187,133 )

(expenses) income

in valuation of warrant derivative liabilities

in valuation of embedded derivative liabilities

on conversion of convertible debt

Other (expenses) income

Change in valuation of warrant derivative liabilities

Change in valuation of embedded derivative liabilities

Loss on conversion of convertible debt

( 3,297,539 )

Interest expense

( 10,454,618 )

(expenses) income

other expenses

( 16,497,217 )

Interest income

Liquidated damages

( 2,637,364 )

before income taxes

( 1,487,577 )

Gain upon debt extinguishment

Total other expenses

( 7,334,309 )

( 17,833,998 )

Loss before income taxes

( 91,614,087 )

dividend on convertible preferred stock

( 89,021,131 )

loss attributable to common stockholders

Income tax benefit (provision)

( 89,939,653 )

( 89,231,963 )

and diluted net loss per common share

average number of common shares outstanding –

basic and diluted

Deemed dividend on convertible preferred stock

( 15,642,595 )

Net loss attributable to common stockholders

$ ( 89,939,653 )

$ ( 104,874,558 )

Basic and diluted net loss per common share

Weighted average number of common shares outstanding – basic and diluted

accompanying notes to consolidated financial statements.

THE ARENA GROUP HOLDINGS, INC.

AND SUBSIDIARIES

STATEMENTS OF STOCKHOLDERS’

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIENCY

Ended December 31, 2021 and 2020

Stock to be Issued

Stockholders’

at January 1, 2020

1 unchanged sentence

$ ( 37,067,984 )

of common stock in connection with the merger of Say Media

exercise of common stock warrants

of restricted stock

of restricted stock awards to the board of directors

exercise of common stock options

stock withheld for taxes

(38,501,369 )

Balance at December

$ (73,041,323 )

$ (37,067,984 )

of restricted stock units in connection with the acquisition of LiftIgniter

10 unchanged sentences

of restricted stock awards and units from equity to liability classified upon modification

( 3,800,734 )

stock withheld for taxes

Exercise of common

stock options

of common stock options

dividend on Series I convertible preferred stock

( 5,082,000 )

dividend on Series J convertible preferred stock

dividend on Series K convertible preferred stock

( 9,472,050 )

conversion feature on Series H convertible preferred stock

5 unchanged sentences

( 20,313,460 )

of restricted stock awards to the board of directors

restricted stock classified as liabilities

of common stock for restricted stock units in connection with the acquisition of LiftIgniter

of common stock in connection with professional services

of restricted stock in connection with the acquisition of The Spun

exercise of common stock options with exchange of common stock

stock withheld for taxes

of common stock in connection with private placement

of common stock upon conversion of Series H convertible preferred stock

of restricted stock in connection with the acquisition of Fulltime Fantasy

of common stock upon vesting of restricted stock units

of unvested restricted stock awards

Reclassification

of warrants to equity

( 89,939,653 )

at December 31, 2021

$ 200,410,213

$ ( 252,212,939 )

$ ( 51,675,906 )

accompanying notes to consolidated financial statements.

THE ARENA GROUP HOLDINGS, INC.

AND SUBSIDIARIES

STATEMENTS OF CASH FLOWS

CONSOLIDATED STATEMENTS OF CASH FLOWS

Ended December 31,

5 unchanged sentences

of platform development and intangible assets

on disposition of assets

on impairment of lease

on termination of lease

upon debt extinguishment

( 5,716,697 )

of debt discounts

1 unchanged sentence

in valuation of embedded derivative liabilities

( 2,571,004 )

on conversion of 12% convertible debentures

2 unchanged sentences

in operating assets and liabilities net of effect of business combinations:

acquisition costs

( 2,891,000 )

acquisition costs

( 34,945,422 )

1 unchanged sentence

long-term assets

( 1,404,703 )

expenses and other

( 3,392,507 )

( 15,818,724 )

refund liability

long-term liabilities

lease liabilities

( 2,489,166 )

long-term liabilities

( 1,165,863 )

cash used in operating activities

3 unchanged sentences

of property and equipment

( 1,212,003 )

platform development

( 4,818,866 )

( 3,750,541 )

from sale of intangible asset

3 unchanged sentences

( 13,145,958 )

( 4,927,833 )

flows from financing activities

from long-term debt

of long-term debt

(17,307,364 )

net of repayments, under line of credit

from common stock private placement

of debt issuance costs on long-term debt

from issuance of Series H convertible preferred stock

from (repayments of) convertible debt

of convertible debt

( 1,130,903 )

from exercise of common stock options

from issuance of Series I convertible preferred stock

from issuance of Series J convertible preferred stock

from issuance of Series K convertible preferred stock

of issuance costs of Series I convertible preferred stock

of issuance costs of Series J convertible preferred stock

(repayments), net of borrowings, under line of credit

of issuance costs from common stock private placement

for taxes related to repurchase of restricted common stock

of restricted stock liabilities

of promissory notes

( 1,471,591 )

cash provided by financing activities

increase in cash, cash equivalents, and restricted cash

cash equivalents, and restricted cash –

beginning of year

cash equivalents, and restricted cash –

cash equivalents, and restricted cash – beginning of year

cash equivalents, and restricted cash – end of year

disclosure of cash flow information

4 unchanged sentences

of stock-based compensation to platform development

of common stock in connection with professional services

cash payments in connection with acquisition of The Spun

of liabilities in connection with acquisition of The Spun

fee on delayed draw term note in accrued expenses and other

Reclassification

of warrants to equity

exercise of common stock options with exchange of common stock

discount on long-term debt

on convertible debt allocated to embedded derivative liabilities

of warrants for issuance common stock

of long-term debt for issuance of Series J convertible preferred stock

damages recognized upon issuance of convertible debt

damages liability recorded against cash proceeds for Series I convertible preferred stock

common stock units issued in connection with acquisition of LiftIgniter

of liabilities in connection with acquisition of LiftIgniter

damages liability recorded against cash proceeds for Series J convertible preferred stock

stock issued in connection with acquisition of Fulltime Fantasy

cash payments in connection with acquisition of Fulltime Fantasy

of convertible debt into common stock

8 unchanged sentences

of long-term debt for issuance of Series K convertible preferred stock

of promissory note for issuance for Series H convertible preferred stock

Payment of promissory note for issuance for Series H convertible preferred stock

accompanying notes to consolidated financial statements.

THE ARENA GROUP HOLDINGS, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

Ended December 31, 2020 and 2019

and Basis of Presentation

(the “Maven”

or “Company”), was incorporated in Delaware on October 1, 1990.

On October 11, 2016,

the predecessor entity now known as Maven exchanged its shares with another entity that was incorporated in Delaware on July 22, 2016.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2021 and 2020

Organization and Basis of Presentation

Arena Holdings Group, Inc.

(formerly known as TheMaven, Inc.) (“The Arena Group” or the “Company”), was incorporated

in Delaware on October 1, 1990.

On October 11, 2016, the predecessor entity now known as The Arena Group exchanged its shares with another

entity that was incorporated in Delaware on July 22, 2016.

On November 4, 2016, these entities consummated a recapitalization.

This resulted in Maven becoming the parent entity, and the other

Delaware entity becoming the wholly owned subsidiary.

On December 19, 2019, the Company’s wholly owned subsidiaries Maven Coalition,

Inc., and HubPages, Inc., a Delaware corporation that was acquired by the Company in a merger during 2018 (“HubPages”),

were merged into another of the Company’s wholly owned subsidiaries, Say Media, Inc., a Delaware corporation that was

acquired by the Company in a merger during 2018 (“Say Media”), with Say Media as the surviving corporation.

6, 2020, Say Media changed its name to Maven Coalition, Inc.

(“Coalition”).

As of December 31, 2020, the Company’s

wholly owned subsidiaries consist of Coalition, Maven Media Brands, LLC (“Maven Media”

formed during 2019 as a wholly owned

subsidiary of Maven) and TheStreet, Inc.

(“TheStreet”

acquired by the Company in a merger during 2019 as further described

the context indicates otherwise, Maven, Coalition, and TheStreet, are together hereinafter referred to as the “Company.”

Company operates a best-in-class technology platform empowering premium publishers who impact, inform, educate and entertain.

operates a significant portion of the media businesses for Sports Illustrated (as defined below), own and operate TheStreet,

(the “TheStreet”), and power more than 250 independent brands.

The Maven technology platform (the “Maven

Platform”) provides digital publishing, distribution, and monetization capabilities for the Sports Illustrated and TheStreet

businesses as well as a coalition of independent, professionally managed, online media publishers (each a “Publisher Partner”).

Each Publisher Partner joins the media-coalition by invitation-only and is drawn from premium media brands and independent publishing

Publisher Partners publish content and oversee an online community for their respective sites, leveraging our

proprietary technology platform to engage the collective audiences within a single network.

Generally, Publisher Partners are

independently owned, strategic partners who receive a share of revenue from the interaction with their content.

When they join, the Company

believes Publisher Partners will benefit from the proprietary technology of the Maven Platform, techniques and relationships.

Advertising revenue may improve due to the scale we have achieved by combining all Publisher Partners onto a single platform

and a large and experienced sales organization.

They may also benefit from our membership marketing and management systems,

which we believe will enhance their revenue.

Additionally, the Company believes the lead brand within each vertical creates a

halo benefit for all Publisher Partners in the vertical while each of them adds to the breadth and quality of content.

benefit from these critical performance improvements they also may save substantially in costs of technology, infrastructure,

advertising sales, and member marketing and management.

Company’s growth strategy is to continue to expand the coalition by adding new Publisher Partners in key verticals that

management believes will expand the scale of unique users interacting on the Company’s technology platform.

In each vertical, the

Company seeks to build around a leading brand, such as Sports Illustrated (for sports) and TheStreet (for finance), surround it with

subcategory publisher specialists, and further enhance coverage with individual expert contributors.

The primary means of expansion

is adding independent Publisher Partners and/or acquiring publishers that have premium branded content and can broaden the reach

and impact of the Company’s technology platform.

June 2019, the Company entered into a licensing agreement (the “Initial Licensing Agreement”) with ABG-SI LLC (“ABG”),

as amended by Amendment No.

1 to Licensing Agreement, dated September 1, 2019 (the “First Amendment”), Amendment No.

Licensing Agreement, dated April 1, 2020 (the “Second Amendment”), and Amendment No.

3 to Licensing Agreement, dated July

28, 2020 (the “Third Agreement”

and, together with the Initial Licensing Agreement, First Amendment, and Second Amendment,

the “Sports Illustrated Licensing Agreement”) to license certain Sports Illustrated (“Sports Illustrated”) brands

as part of its growth strategy.

In August 2019, the Company acquired TheStreet.

For addition information, see Note 3.

Company’s common stock is quoted on the OTC Markets Group Inc.’s Pink Open Market under the symbol “MVEN”.

This resulted

in The Arena Group becoming the parent entity, and the other Delaware entity becoming the wholly owned subsidiary.

On December 19, 2019,

the Company’s wholly owned subsidiaries The Arena Platform, Inc.

(formerly known as Maven Coalition, Inc.), and HubPages, Inc.

(“HubPages”), a Delaware corporation that was acquired by the Company in a merger during 2018, were merged into another of

the Company’s wholly owned subsidiaries, Say Media, Inc.

(“Say Media”), a Delaware corporation that was acquired by

the Company in a merger during 2018, with Say Media as the surviving corporation.

On January 6, 2020, Say Media changed its name to The

Arena Platform, Inc.

(“Arena Platform”).

As of December 31, 2021, the Company’s wholly owned subsidiaries consist of

The Arena Platform, The Arena Media Brands, LLC (“Arena Media”) (formerly known as Maven Media Brands, LLC) formed during

2019 as a wholly owned subsidiary of The Arena Group), TheStreet, Inc.

(“TheStreet” acquired by the Company in a merger during

2019) and College Spun Media Incorporated (“The Spun” acquired by the Company in a merger during 2021 as further described

Company changed its corporate name to The Arena Group Holdings, Inc.

from TheMaven, Inc.

to on February 8, 2022.

The Company’s

subsidiaries changed their corporate names to The Arena Platform, Inc.

from Maven Coalition, Inc.

and to The Arena Media Brands, LLC

from Maven Media Brands, LLC on February 18, 2022.

the context indicates otherwise, The Arena Group, The Arena Platform, TheStreet and The Spun, are together hereinafter referred to as

the “Company.”

November 18, 2020, the Company’s stockholders holding more than a majority of the voting power of the Company approved the amendment

to the Company’s Amended and Restated Certificate of Incorporation on November 24, 2020, to effect a reverse split of the common

stock at a ratio to be determined by the board of directors (the “Board”) within certain parameters, and without reducing

the authorized number of shares of common stock.

February 8, 2022, the Company’s Board approved a one-for-twenty-two (1-for-22) reverse stock split of its outstanding shares of

common stock that was effective at 8:00 p.m.

Eastern Time on February 8, 2022 and began trading on the NYSE American (the “NYSE

American”) on February 9, 2022 (as further described below).

At the effective time, every twenty-two shares of issued and

outstanding common stock were automatically combined into one issued and outstanding share of common stock, without any change in the

number of authorized shares.

No fractional shares were issued as a result of the reverse stock split.

Any fractional shares that would

otherwise have resulted from the reverse stock split were rounded up to the next whole number.

accompanying financial statements and notes to the financial statements give effect to the reverse stock split for all periods presented.

The shares of common stock retained a par value of $ 0.01

Accordingly, stockholders’ deficiency

reflects the reverse stock split by reclassifying from “common stock” to “additional paid-in capital”

in an amount equal to the par value of the decreased shares resulting from the reverse stock split.

In addition, any fractional shares

that would otherwise be issued as a result of the reverse stock split were rounded up to the nearest whole share.

In connection with

the reverse stock split, proportionate adjustments were made to increase the per share exercise prices and decrease the number of shares

of common stock issuable upon exercise of common stock options and warrants whereby approximately the same aggregate price is required

to be paid for such securities upon exercise as had been payable immediately preceding the reverse stock split.

In addition, any fractional

shares that would otherwise be issued as a result of the reverse stock split were rounded up to the nearest whole share.

February 9, 2022, in connection with the Company’s name change and reverse stock split, the Company up-listed its common stock

to the NYSE American, which began trading on February 9, 2022 under the symbol “AREN.” A notice of corporate action

was filed with the Financial Industry Regulatory Authority (“FINRA”), requesting approval to change the Company’s corporate

name and trading symbol, and to effect the reverse stock split.

The Company’s common stock, prior to the up-list, was quoted on

the OTC Markets Group Inc.’s (“OTCM”) OTCQX ® Best Market (the “OTCQX”) under the

symbol “MVEN.”

Company is a data-driven media company that focuses on building deep content verticals powered by a best-in-class digital media platform

(the “Platform”), empowering premium publishers who impact, inform, educate and entertain.

The Company’s strategy is

to focus on key verticals where audiences are passionate about a topic category (e.g., sports, finance) and where it can leverage the

strength of its core brands to grow our audience and monetization both within its core brands as well as its media publishers (each,

a “Publisher Partner”).

The Company’s focus is on leveraging the Platform and iconic brands in targeted verticals to

maximize the audience, improve engagement and optimize monetization of digital publishing assets for the benefit of our users, our advertiser

clients, and our 35 owned and operated properties as well as properties we run on behalf of independent Publisher Partners.

operates the media businesses for Sports Illustrated (as defined below), own and operate TheStreet and The Spun (collectively, Sports

Illustrated, TheStreet and The Spun are hereinafter referred to as the Company’s “Owned and Operated Businesses”),

and power more than 200 independent Publisher Partners, including Biography, History, and the many team sports sites that comprise FanNation,

among others.

Each Publisher Partner joins the Platform by invitation-only and is drawn from premium media brands and independent publishing

businesses with the objective of augmenting the Company’s position in key verticals and optimizing the performance of the Publisher

Publisher Partners incur the costs in content creation on their respective channels and receive a share of the revenue associated

with their content.

Because of the state-of-the-art technology and large scale of the Platform and the Company’s expertise in search

engine optimization (SEO), social media, subscription marketing and ad monetization, Publisher Partners continually benefit from its

ongoing technological advances and bespoke audience development expertise.

Additionally, the Company believes the lead brand within each

vertical creates a halo benefit for all Publisher Partners in the vertical on both the content and technology sides.

While they benefit

from these critical performance improvements, they also may save substantially in technology, infrastructure, advertising sales, member

marketing, and management costs.

In addition, they benefit from recirculation across the Company’s Platform, as well as syndication

to more than 25 third-party sites.

Company’s growth strategy is to continue to expand the coalition by adding new Publisher Partners in key verticals that management

believes will expand the scale of unique users interacting on the Platform.

In each vertical, the Company seeks to build around a leading

brand, such as Sports Illustrated (for sports) and TheStreet (for finance), surround it with subcategory specialists, and further enhance

coverage with individual expert contributors.

The primary means of expansion is adding independent Publisher Partners and/or acquiring

publishers that have premium branded content and can broaden the reach and impact of the Platform.

As the Company’s digital revenue

and gross margin grows, the Company believes it can further accelerate its growth.

Company assumed management of certain Sports Illustrated media assets (pursuant to a licensing agreement with Sports Illustrated, including

various amendments, or a collectively referred to herein as the “Sports Illustrated Licensing Agreement”) on October 4, 2019.

Sports Illustrated is owned by ABG-SI LLC (“ABG”), a brand development, marketing, and entertainment company.

assuming management of the Sports Illustrated media assets, the Company has implemented significant changes to rebuild the historic

brand and beacon of sports journalism, to evolve and expand the business, and to position it for growth and continued success going forward.

Sportsbook was launched in 2021 in Colorado.

The Company provides the content for SI Sportsbook and its partner, 888, one of the world’s

leading online betting and gaming companies, provides the gambling engine.

SI Sportsbook covers the NFL, CFB, NCAAMB, MLB, NBA, NHA,

PGA, Horse Racing, UCF, Boxing.

The content the Company provides includes:

(i) Sports Illustrated winners club newsletter, live NFL pre-game

show and twitter spaces, (ii) 50,000 NFL and CFB game betting previews and player props, (iii) five new betting articles series, and

(iv) four new video on-demand betting series.

is a leading financial news and information provider to investors and institutions worldwide and has produced business news and market

analysis for individual investors.

TheStreet brings its editorial tradition, strong subscription platform, and valuable membership base

to the Company, and benefits from its mobile-friendly CMS, social, video, and monetization technology.

Spun (thespun.com), founded in September 2012, is an online independent sports publication that brings readers the most interesting athletic

stories of the day.

Currently, The Spun produces more than 30,000 annual content pieces.

The Spun reaches approximately 35 million unique

readers per month and focuses on the social media aspect of the industry.

Company experiences typical media company advertising and membership sales seasonality, which is strong in the fiscal fourth quarter

1 unchanged sentence

Company performed an annual reporting period going concern assessment.

Management is required to assess its ability to continue as a

going concern.

These consolidated financial statements have been prepared assuming that the Company will continue as a going concern,

which contemplates the realization of assets and the liquidation of liabilities in the normal course of business.

These consolidated

financial statements do not include any adjustments that might be necessary if it is unable to continue as a going concern.

Company has a history of recurring losses.

The Company’s recurring losses from operations and net capital deficiency have been

evaluated by management to determine if the significance of those conditions or events would limit its ability to meet its obligations

The operating loss realized in fiscal 2020 was primarily a result of the impact on our business from the COVID-19 pandemic

and the related shut down of most professional and collegiate sports, which reduced user traffic and advertising revenue.

The operating

loss realized in fiscal 2019 was primarily a result of a marketing investment in customer growth, together with investment

in people and technology as we continued to expand our operations, and operations rapidly expanding during fiscal 2019

with the TheStreet Merger and the Sports Illustrated Licensing Agreement.

reflected in these consolidated financial statements, the Company had revenues of $128,032,397 for the year ended December 31, 2020,

and experienced recurring net losses from operations, negative working capital, and negative operating cash flows.

During the year ended

December 31, 2020, the Company incurred a net loss attributable to common stockholders of $104,874,558, utilized cash in operating

activities of $32,294,587, and as of December 31, 2020, had an accumulated deficit of $162,273,286.

The Company has financed its

working capital requirements since inception through the issuance of debt and equity securities.

negative impact from the COVID-19 pandemic during 2021 has been to a lesser extent than in 2020.

Beginning in 2021, restrictions on non-essential

work activity have begun to lift and sporting and other events have begun to be held, with attendance closer to pre-pandemic levels,

which has resulted in an increase in traffic to the Maven Platform and, thereby an increase in advertising revenue.

extent of the impact on our operational and financial performance will depend on future developments, including the duration and

spread of the COVID-19 pandemic, whether related group gathering and sports event advisories and restrictions will be put in

place again, and the extent and effectiveness of containment and other actions taken, including the percentage of the population

that receives COVID-19 vaccinations, all of which remain uncertain at the time of issuance of our accompanying consolidated

financial statements.

has evaluated whether relevant conditions or events, considered in the aggregate, raise substantial doubt about the Company’s ability

Management is required to assess the Company’s ability

to continue as a going concern.

Substantial doubt exists when conditions and events, considered in the aggregate, indicate it is probable

that a company will not be able to meet its obligations as they become due within one year after the issuance date of its financial statements.

Management’s assessment is based on the relevant conditions that are known or reasonably knowable as of the date these consolidated

financial statements were issued or were available to be issued.

Management’s

assessment of the Company’s ability to meet its future obligations is inherently judgmental, subjective and susceptible to change.

The factors that the Company considered important in its going concern analysis, include, but are not limited to, the Company’s

fiscal 2021 cash flow forecast and its fiscal 2021 operating budget.

Management also considered the Company’s implementation

of additional measures, if required, related to potential revenue and earnings declines from COVID-19.

These factors consider

information including, but not limited to, the Company’s financial condition, liquidity sources, obligations due within one year

after the issuance date of these consolidated financial statements, the funds necessary to maintain operations and financial conditions,

including negative financial trends or other indicators of possible financial difficulty.

particular, the Company’s plan for the:

(1) 2021 cash flow forecast, considered the use of its working capital line with FastPay

(as described in Note 14) to fund changes in working capital, under which the Company has available credit of approximately $8.5

million as of the issuance date of these consolidated financial statements for the year ended December 31, 2020, and that the Company

does not anticipate the need for any further borrowings that are subject to the approval of the holders of the Term Note (as described

in Note 19) under which the Company may be permitted to borrow up to an additional $5.0 million;

and (2) 2021 operating budget, considered

that approximately fifty-eight percent of the Company’s revenue is from recurring subscriptions, generally paid in advance, and

that digital subscription revenue, that accounts for approximately thirty percent of subscription revenue, grew approximately thirty

percent in 2020 demonstrating the strength of its premium brand, and the plan to continue to grow its subscription revenue from its acquisition

of TheStreet in 2019 (as described in Note 3) and to grow premium digital subscriptions from its Sports Illustrated Licensed Brands (as

described in Note 3), in which were launched in February 2021.

Company has considered both quantitative and qualitative factors as part of the assessment that are known or reasonably knowable as of

the date these consolidated financial statements were issued or were available to be issued and concluded that conditions and events

considered in the aggregate, do not raise substantial doubt about the Company’s ability to continue as a going concern for a one-year

period following the financial statement issuance date.

These consolidated financial statements have been prepared assuming that the Company will continue as

a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business.

Company’s consolidated financial statements do not include any adjustments that might be necessary if it is unable

to continue as a going concern.

Historically,

the Company has recorded recurring losses from operations and has operated with a net capital deficiency.

The Company considered these

factors to determine if the significance of those conditions or events would limit its ability to meet its obligations when due.

recently, operating losses realized in prior years had been impacted by the COVID-19 pandemic and the related shut down of most professional

and collegiate sports, which reduced user traffic and advertising revenue.

As the Company entered fiscal 2021, and the impact of COVID-19

on its operations began to dissipate, the Company invested heavily in marketing, customer growth, and people and technology as it expanded

its operations, specifically related to TheStreet and the Sports Illustrated media business.

reflected in these consolidated financial statements, the Company recorded revenues of approximately $ 189.1

million and incurred a net loss attributable

to common stockholders of approximately $ 89.9

million for the year ended December 31,

The Company has historically financed its working capital requirements since inception through the issuance of debt and equity

has evaluated whether relevant conditions or events, considered in the aggregate, raise substantial doubt about the Company’s

ability to continue as a going concern.

The factors considered include, but are not limited to, the Company’s financial

condition, liquidity sources, obligations due within one year after the issuance date of its accompanying consolidated financial statements,

and the funds necessary to maintain operations, including negative financial trends or other indicators of possible financial difficulty.

Substantial doubt exists when conditions and events, considered in the aggregate, indicate it is probable that a company will not

be able to meet its obligations as they become due within one year after the issuance date of its financial statements.

assessment is based on the relevant conditions that are known or reasonably knowable as of the date these consolidated financial

statements for the year ended December 31, 2021 were issued.

In particular, the Company evaluated:

(1) 2022 cash flow forecast,

which considered the use of its working capital line with FastPay (as described in Note 14) to fund changes in working capital,

under which it has available credit of approximately $ 17.7

million, subject to eligible account receivables, as of the issuance date of these consolidated financial statements for the year

ended December 31, 2021, as well as the additional capital the Company raised in a firm commitment underwritten public offering of

million after fees and expenses, which was completed subsequent to December 31, 2021;

and (2) its 2022 operating budget, which

considers that (i) more than half of the Company’s total revenue is derived from recurring

digital and print subscriptions, which are generally paid in advance, and (ii) overall digital revenue, representing 53.4% of the

Company’s total revenue, grew approximately 49.1% in fiscal 2021, which the Company believes demonstrates the strength of

addition, the Company’s firm commitment underwritten public offering, as described above, demonstrates its ability to access capital

Finally, the Company also considered its implementation of additional measures, if

required, related to potential revenue and earnings declines from continued COVID-19-related challenges.

assessment of the Company’s ability to meet its future obligations is inherently judgmental, subjective and susceptible to change.

As a result of these considerations and as a part

of the quantitative and qualitative factors that are known or reasonably knowable as of the date these consolidated financial statements

for the year ended December 31, 2021 were issued, the Company concluded that conditions and events considered in the aggregate,

do not raise substantial doubt about its ability to continue as a going concern for a one-year period following the financial statement

issuance date.

Reclassifications

comparative amounts as of and for the year ended December 31, 2019 have been reclassified to conform to the current period’s presentation.

These reclassifications were immaterial, both individually and in the aggregate.

These changes did not impact previously reported loss

from operations or net loss.

of Significant Accounting Policies

prior year amounts have been reclassified to conform to current period presentation.

These reclassifications were immaterial, both individually

and in the aggregate.

These changes did not impact previously reported loss from operations or net loss.

Summary of Significant Accounting Policies

of Consolidation

accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted

in the United States of America (“GAAP”) and include the financial statements of Maven and its wholly owned subsidiaries,

Coalition, and TheStreet.

in the United States of America (“GAAP”) and include the financial statements of The Arena Group and its wholly owned subsidiaries,

Arena Media, Arena Platform, TheStreet and The Spun.

Intercompany balances and transactions have been eliminated in consolidation.

functional currency of the Company’s foreign subsidiaries is the local currencies (U.K.

pounds sterling and Canadian dollar), as

it is the monetary unit of account of the principal economic environment in which the Company’s foreign subsidiaries operate.

assets and liabilities of the foreign subsidiaries are translated at the current exchange rate as of the end of the period, and revenue

and expenses are translated at average exchange rates in effect during the period.

The gain or loss resulting from the process of translating

foreign currencies financial statements into U.S.

dollars was immaterial for the years ended December 31, 2020 and 2019, therefore, a

foreign currency cumulative translation adjustment was not reported as a component of accumulated other comprehensive income (loss) and

the unrealized foreign exchange gain or loss was omitted from the consolidated statements of cash flows.

Foreign currency transaction

gains and losses, if any, resulting from or expected to result from transactions denominated in a currency other than the functional

currency are recognized in other income, net on the consolidated statements of operations.

functional currency of the Company’s foreign subsidiaries is the local currencies (Canadian dollar), as it is the monetary unit

of account of the principal economic environment in which the Company’s foreign subsidiaries operate.

All assets and liabilities

of the foreign subsidiaries are translated at the current exchange rate as of the end of the period, and revenue and expenses are translated

at average exchange rates in effect during the period.

The gain or loss resulting from the process of translating foreign currencies

financial statements into U.S.

dollars was immaterial for the year ended December 31, 2020, therefore, a foreign currency cumulative

translation adjustment was not reported as a component of accumulated other comprehensive income (loss) and the unrealized foreign exchange

gain or loss was omitted from the consolidated statements of cash flows.

Foreign currency transaction gains and losses, if any, resulting

from or expected to result from transactions denominated in a currency other than the functional currency are recognized in other income,

net on the consolidated statements of operations.

preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that

6 unchanged sentences

fair value of assets acquired and liabilities assumed in the business

acquisitions, the fair value of the Company’s goodwill and the assessment of acquired goodwill, other intangible assets and long-lived

assets for impairment;

6 unchanged sentences

and Uncertainties

Company has a limited operating history and has not generated significant revenues to date to cover its operating expenses.

The Company’s

business and operations are sensitive to general business and economic conditions in the U.S.

Company’s business and operations are sensitive to general business and economic conditions in the U.S.

and worldwide.

These conditions include

short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets and the general condition of the

These conditions

include short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets and the general condition

and world economy.

A host of factors beyond the Company’s control could cause fluctuations in these conditions.

Adverse developments

in these general business and economic conditions could have a material adverse effect on the Company’s financial condition and

the results of its operations.

A host of factors beyond the Company’s control could cause fluctuations in these conditions.

developments in these general business and economic conditions could have a material adverse effect on the Company’s financial

condition and the results of its operations.

addition, the Company will compete with many companies that currently have extensive and well-funded projects, marketing and sales operations

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The Company may be unable to compete successfully against these companies.

The Company’s industry

is characterized by rapid changes in technology and market demands.

As a result, the Company’s products, services, and/or expertise

may become obsolete and/or unmarketable.

The Company’s future success will depend on its ability to adapt to technological advances,

As a result, the Company’s products, services, or expertise

may become obsolete or unmarketable.

The Company’s future success will depend on its ability to adapt to technological advances,

anticipate customer and market demands, and enhance its current technology under development.

the initial onset of COVID-19, the Company faced significant change in its advertisers’

buying behavior.

The Company’s

advertising revenue from Sports Illustrated was impacted as a result of sports authorities around the world making the decision to postpone/cancel

high attendance sports events in an effort to reduce the spread of the COVID-19 virus.

Since May 2020, there has been a steady recovery

in the advertising market in both pricing and volume, which coupled with the return of professional and college sports yielded steady

growth in revenues through the balance of 2020 and the first half of 2021.

The Company expects a continued modest growth in advertising

revenue back toward pre-pandemic levels.

As a result of the Company’s advertising revenue declining in early 2020, the Company

is vulnerable to a risk of loss in the near term and it is at least reasonably possible that events or circumstances may occur that could

cause a significant impact in the near term, that depend on future developments, including the duration of COVID-19, future sport event

advisories and restrictions, and the extent and effectiveness of containment actions taken.

the initial onset of COVID-19, the Company faced significant change in its advertisers’ buying behavior.

Since May 2020, there

has been a steady recovery in the advertising market in both pricing and volume, which coupled with the return of professional and college

sports yielded steady growth in revenues.

Given that the Sports Illustrated media business relies on sporting events to

generate content and comprises a material portion of the Company’s revenues, the cash flows and results of operations are

susceptible to a widespread cancellation of sporting events or a general limitation of societal activity akin to what is widely

known to have occurred in the Unites States and elsewhere during the 2020 calendar year.

Future widespread shutdowns of in-person economic

activity could have a material impact on the Company’s business.

As a result of the Company’s advertising revenue declining

in early 2020 caused by the widespread cancellations of sporting events, the Company is vulnerable to a risk of loss in the near term

and it is at least reasonably possible that events or circumstances may occur that could cause an impact in the near term, that depend

on the actions taken to prevent the further spread of COVID-19.

August 2018, B.

Riley FBR, Inc.

Riley FBR”), a registered broker-dealer owned by B.

Riley Financial, Inc., a diversified

publicly-traded financial services company (“B.

Riley”), has been instrumental in providing investment banking services

to the Company and in raising debt and equity capital for the Company.

These services have included raising debt and equity capital to

support various acquisitions, including TheStreet, the Sports Illustrated Licensing Agreement with ABG (as described in Note 3) and

the acquisition of the College Spun Media Incorporated (as described in Note 27).

The raising debt and equity capital for the acquisitions,

refinancing and working capital purposes included the sale of the 12% Convertible Debentures (as described in Note 18), 12% Second Amended

Senior Secured Notes (as described in Note 19), Preferred Stock (as described in Note 20), and subsequent equity offerings of common

stock (as described in Note 27).

accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers , revenues are

recognized when control of the promised goods or services are transferred to the Company’s customers, in an amount that reflects

publicly-traded financial services company (“B.

Riley”), has been instrumental in providing investment banking services to

the Company and in raising debt and equity capital for the Company.

These services have included raising of equity capital to support

the acquisition of College Spun Media Incorporated (as described in Note 3).

Riley has also assisted in the raising of debt and equity

capital for various acquisitions, refinancing and working capital purposes including the 12% Convertible Debentures (as described in

Note 18), Senior Secured Note and Delayed Draw Term Note (as described in Note 19), Series H, Series I, Series J and Series K

Preferred Stock (as described in Note 20), Common Stock Private Placement (as described in Note 21) and the Public Offering (as described

Company operates in one reportable segment which focuses on a publishing platform.

The Company’s business offerings have similar

operating characteristics and similar long-term operating performance, including the types of customers, nature of product or services,

distribution methods and regulatory environment.

The chief operating decision maker of the Company reviews specific financial and operational

specific data and other key metrics to make resource allocation decisions and assesses performance by review of profit and loss information

on a consolidated basis.

The consolidated financial statements reflect the financial results of the Company’s one reportable segment.

accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers , revenues are

recognized when control of the promised goods or services are transferred to the Company’s customers, in an amount that reflects

the consideration that the Company expects to receive in exchange for those goods or services.

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following is a description of the principal activities from which the Company generates revenue:

Advertising –

The Company recognizes revenue from digital advertisements at the point when each ad is viewed.

Advertising – The Company recognizes revenue from digital advertisements at the point when each ad is viewed.

of advertisements, the impression bid prices and revenue are reported on a real-time basis.

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of month end.

The Company owes its independent Publisher Partners a revenue share of the advertising revenue earned, which is

recorded as service costs in the same period in which the associated advertising revenue is recognized.

revenue that is comprised of fees charged for the placement of advertising, on the Company’s flagship website, TheStreet.com,

is recognized as the advertising or sponsorship is displayed, provided that collection of the resulting receivable is reasonably

Advertising –

Advertising related revenues for print advertisements are recognized when advertisements are published (defined

as an issue’s on-sale date), net of provisions for estimated rebates, rate adjustments, and discounts.

Subscriptions –

The Company enters into contracts with internet users that subscribe to premium content on the owned and

operated media channels and facilitate such contracts between internet users and our Publisher Partners.

These contracts provide

internet users with a membership subscription to access the premium content.

The Company owes its independent Publisher Partners

a revenue share of the membership subscription revenue earned, which is initially deferred and recorded as deferred contract costs.

Company recognizes deferred contract costs over the membership subscription term in the same pattern that the associated membership subscription

revenue is recognized.

revenue generated from the Company’s flagship website TheStreet.com from institutional and retail customers is comprised

The Company owes its independent Publisher Partners a revenue share of the advertising revenue earned, which is recorded

as service costs in the same period in which the associated advertising revenue is recognized.

revenue that is comprised of fees charged for the placement of advertising, on the Company’s flagship website, TheStreet.com,

is recognized as the advertising or sponsorship is displayed, if collection of the resulting receivable is reasonably assured.

Advertising – Advertising related revenues for print advertisements are recognized when advertisements are published (defined

as an issue’s on-sale date), net of provisions for estimated rebates, rate adjustments, and discounts.

Subscriptions – The Company enters into contracts with internet users that subscribe to premium content on the owned and operated

media channels and facilitate such contracts between internet users and our Publisher Partners.

These contracts provide internet users

with a membership subscription to access the premium content.

The Company owes its independent Publisher Partners a revenue share of

the membership subscription revenue earned, which is initially deferred and recorded as deferred contract costs.

The Company recognizes

deferred contract costs over the membership subscription term in the same pattern that the associated membership subscription revenue

is recognized.

revenue generated from the Company’s flagship website TheStreet.com from institutional and retail customers is comprised

of subscriptions and license fees for access to securities investment information, stock market commentary, director and officer profiles,

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corporate control environment.

Subscriptions are charged to customers’

credit cards or are directly billed to corporate subscribers,

Subscriptions are charged to customers’ credit cards or are directly billed to corporate subscribers,

and are generally billed in advance on a monthly, quarterly or annual basis.

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for which revenue has not been recognized because services have not yet been provided.

revenues include magazine subscriptions and single copy sales at newsstands.

Subscriptions –

Revenues from magazine subscriptions are deferred and recognized proportionately as products are distributed

revenue includes magazine subscriptions and single copy sales at newsstands.

Subscriptions – Revenue from magazine subscriptions is deferred and recognized proportionately as products are distributed

to subscribers.

Single copy revenue is recognized on the publication’s on-sale date, net of provisions for estimated returns.

– Single copy revenue is recognized on the publication’s on-sale date, net of provisions for estimated returns.

bases its estimates for returns on historical experience and current marketplace conditions.

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is transferred to the customer.

Advertising –

The Company sells digital advertising inventory on its websites directly to advertisers or through advertising

The Company’s performance obligations related to digital advertising are generally satisfied when the advertisement is

run on the Company’s platform.

Advertising – The Company sells digital advertising inventory on its websites directly to advertisers or through advertising

The Company’s performance obligations related to digital advertising are generally satisfied when the advertisement is

run on the Company’s platform.

The price for direct digital advertising is determined in contracts with the advertisers.

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upon price is adjusted for estimated provisions for rebates, rate adjustments, and discounts.

As part of the Company’s customary

business practices, digital advertising contracts may include a guaranteed number of impressions and sales incentives to its customers

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the Company estimates the variable consideration and factors in such an estimate when determining the transaction price.

Advertising –

The Company provides advertisement placements in print media directly to advertisers or through advertising

The Company’s performance obligations related to print advertising are satisfied when the magazine in which an advertisement

appears is published, which is defined as an issue’s on-sale date.

Advertising – The Company provides advertisement placements in print media directly to advertisers or through advertising

The Company’s performance obligations related to print advertising are satisfied when the magazine in which an advertisement

appears is published, which is defined as an issue’s on-sale date.

The customer is invoiced the agreed-upon price when the advertisements

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and discounts.

As part of the Company’s customary business practices, print advertising contracts include guaranteed circulation

levels of magazines, referred to as rate base, and a number of sales incentives to its customers including volume discounts, rebates,

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the transaction price.

Subscriptions –

The Company recognizes revenue from each membership subscription to access the premium content over time based

Subscriptions – The Company recognizes revenue from each membership subscription to access the premium content over time based

on a daily calculation of revenue during the reporting period, which is generally one year.

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the Company recognizes revenue and proportionately reduces the unearned revenue balance.

Subscriptions –

The Company sells magazines to consumers through subscriptions.

Subscriptions – The Company sells magazines to consumers through subscriptions.

Each copy of a magazine is determined to be

a distinct performance obligation that is satisfied when the publication is sent to the customer.

The majority of the Company’s

subscription sales are prepaid at the time of order.

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to magazine wholesalers are sold with the right to receive credit from the Company for magazines returned to the wholesaler by retailers.

Revenue is recognized on the issue’s on-sale date as the date aligns most closely with the date that control is transferred to

the customer.

The Company bases its estimates for returns on historical experience and current marketplace conditions.

The Company has entered into various licensing agreements that provide third-party partners the right to utilize the Company’s

– The Company has entered into various licensing agreements that provide third-party partners the right to utilize the Company’s

Functional licenses in national media consist of content licensing.

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Point-in-Time

Performance Obligations –

For performance obligations related to certain digital advertising space and sales of print advertisements,

Performance Obligations – For performance obligations related to certain digital advertising space and sales of print advertisements,

the Company determines that the customer can direct the use of and obtain substantially all the benefits from the advertising products

as the digital impressions are served or on the issue’s on-sale date.

For performance obligations related to sales of magazines

through subscriptions, the customer obtains control when each magazine issue is mailed to the customer on or before the issue’s

on-sale date.

For sales of single copy magazines on newsstands, revenue is recognized on the issue’s on-sale date as the date aligns

most closely with the date that control is transferred to the customer.

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when access to the completed content is granted to the partner.

Performance Obligations –

For performance obligations related to sales of certain digital advertising space, the Company

Performance Obligations – For performance obligations related to sales of certain digital advertising space, the Company

transfers control and recognizes revenue over time by measuring progress towards complete satisfaction using the most appropriate method.

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For performance obligations

recognized using a time-elapsed output method, the Company’s efforts are expended evenly throughout the period.

obligations related to subscriptions to premium content on the digital media channels provides access for a given period of time, which

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Price and Amounts Allocated to Performance Obligations

the Transaction Price –

Certain advertising contracts contain variable components of the transaction price, such as volume

the Transaction Price – Certain advertising contracts contain variable components of the transaction price, such as volume

discounts and rebates.

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or other adjustment for a previously purchased subscription.

With respect to many of the Company’s annual newsletter subscription

products, the Company offers the ability to receive a refund during the first 30 days but none thereafter.

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is no variable consideration related to functional licenses.

Standalone-Selling Prices –

For contracts that contain multiple performance obligations, the Company allocates the transaction

Standalone-Selling Prices – For contracts that contain multiple performance obligations, the Company allocates the transaction

price to each performance obligation on a relative standalone-selling price basis.

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The Company maximizes the use of observable inputs and applies estimation methods consistently in similar circumstances.

Obligations for Returns and Refunds –

The Company accepts product returns in some cases.

Obligations for Returns and Refunds – The Company accepts product returns in some cases.

The Company establishes provisions

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Disaggregation

following table provides information about disaggregated revenue by product line, geographical market and timing of revenue recognition:

Ended December 31,

by product line:

subscriptions

following table provides information about disaggregated revenue by category, geographical market and timing of revenue recognition:

Schedule of Disaggregation of Revenue

Years Ended December 31,

Revenue by category:

Digital revenue

Digital advertising

Digital subscriptions

Other revenue

Total digital revenue

Print revenue

Print advertising

Print subscriptions

Total print revenue

$ 189,140,334

by geographical market:

$ 128,032,397

Revenue by geographical market:

United States

$ 182,706,557

by timing of recognition:

point in time

$ 122,570,712

of revenue represents the cost of providing the Company’s digital media network channels and advertising and membership services.

The cost of revenue that the Company has incurred in the periods presented primarily include:

Publisher Partner guarantees and

revenue share payments;

$ 189,140,334

$ 128,032,397

Revenue by timing of recognition:

At point in time

$ 159,511,979

$ 189,140,334

$ 128,032,397

of revenue represents the cost of providing the Company’s digital media channels and advertising and membership services.

of revenue that the Company has incurred in the periods presented primarily include:

Publisher Partner guarantees and revenue share payments;

amortization of developed technology and platform development;

royalty fees;

hosting and bandwidth and software

license fees;

printing and distribution costs;

payroll and related expenses for customer support, technology maintenance, and occupancy

costs of related personnel;

hosting and bandwidth and software license fees;

and distribution costs;

payroll and related expenses for customer support, technology maintenance, and occupancy costs of related personnel;

fees paid for data analytics and to other outside service providers;

and stock-based compensation of related

personnel and stock-based compensation related to Publisher Partner Warrants (as described in Note 22).

timing of the Company’s performance under its various contracts often differs from the timing of the customer’s payment,

and stock-based compensation of related personnel and stock-based

compensation related to Publisher Partner Warrants (as described in Note 22).

timing of the Company’s performance under its various contracts often differs from the timing of the customer’s payment,

which results in the recognition of a contract asset or a contract liability.

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following table provides information about contract balances:

of December 31,

revenue (short-term contract liabilities):

subscriptions

revenue (long-term contract liabilities):

subscriptions

Revenue –

Unearned revenue, also referred to as contract liabilities, include payments received in advance of performance under

Schedule of Contract with Customer, Asset and Liability

As of December 31,

Unearned revenue (short-term contract liabilities):

Digital revenue

Print revenue

Total short-term contract

Unearned revenue (long-term contract liabilities):

Digital revenue

Print revenue

Total long-term contract

Revenue – Unearned revenue, also referred to as contract liabilities, include payments received in advance of performance under

the contracts and are recognized as revenue over time.

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balance sheets.

Digital subscription and magazine circulation revenue of $32,163,087 was recognized during the year ended December 31,

Digital subscription and print subscription revenue of $56,368,308 was recognized during the year ended December 31,

2021 from unearned revenue at the beginning of the year.

January and February of 2020, the Company modified certain digital and magazine subscription contracts that prospectively changed the

frequency of the related issues required to be delivered on a yearly basis (the “Contract Modifications”).

The Company determined

that the remaining digital content and magazines to be delivered are distinct from the digital content or magazines already provided

under the original contract.

As a result, the Company in effect established a new contract that included only the remaining digital content

or magazines.

Accordingly, the Company allocated the remaining performance obligations in the contracts as consideration from the original

contract that has not yet been recognized as revenue.

January of 2020, February of 2020 and December of 2021, the Company modified certain digital and print subscription contracts that prospectively

changed the frequency of the related issues (or magazines) required to be delivered on a yearly basis (the “Contract Modifications”).

The Company determined that the remaining digital content and magazines to be delivered are distinct from the digital content or magazines

already provided under the original contract.

As a result, the Company in effect established a new contract that included only the remaining

digital content or magazines.

Accordingly, the Company allocated the remaining performance obligations in the contracts as consideration

from the original contract that has not yet been recognized as revenue.

For the years ended December

31, 2021 and 2020, the Company recognized revenue of $ 2,821,155 and $ 9,341,946 , respectively, resulting from the Contract Modifications.

Cash Equivalents, and Restricted Cash

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following table reconciles total cash, cash equivalents, and restricted cash:

of December 31,

and cash equivalents

cash, cash equivalents, and restricted cash

of December 31, 2020, the Company had restricted cash of $500,809, which serves as collateral for certain credit card merchant accounts

As of December 31, 2019, the Company had restricted cash of $620,809 of which (1) $500,000 served as collateral for an outstanding

letter of credit for a security deposit for office space leased at 14 Wall Street, 15th Floor, New York, New York (see Note 7), and (2)

$120,809 served as collateral for certain credit card merchant accounts with a bank.

Schedule of Cash and Restricted Cash

As of December 31,

Cash and cash equivalents

Restricted cash

Total cash, cash equivalents, and restricted cash

of December 31, 2021 and 2020, the Company had restricted cash of $ 501,780 and $ 500,809 , respectively, which serves as collateral for

certain credit card merchant accounts with a bank.

Company receives payments from advertising customers based upon contractual payment terms;

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The incremental costs of obtaining a contract are amortized as revenue is recognized or over the term of the

costs of obtaining a contract also included contract fulfillment costs related to the revenue share to the Publisher Partners.

The contract fulfillment costs were amortized over the same period as the associated revenue.

The Company records incremental costs of

obtaining a contract as subscription acquisition costs on the consolidated balance sheets.

The Company had no asset impairment charges

related to the subscription acquisition costs during the years ended December 31, 2020 and 2019.

The Company had no asset impairment charges related to the subscription acquisition costs during the years ended December

31, 2021 and 2020.

Contract Modifications resulted in subscription acquisition costs to be recognized on a prospective basis in the same proportion as the

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Concentrations

Customers –

Concentration of credit risk with respect to accounts receivable is limited to customers to whom the Company makes

Customers – Concentration of credit risk with respect to accounts receivable is limited to customers to whom the Company makes

significant sales.

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any significant accounts to date.

To control credit risk, the Company performs regular credit evaluations of its customers’

from significant customers as a percentage of the Company’s total revenue are as follows:

Ended December 31,

were no significant accounts receivable balances as a percentage of the Company’s total accounts receivable as of December 31,

2020 and 2019.

Vendors –

Concentrations of risk with respect to third party vendors who provide products and services to the Company are limited.

To control credit risk, the Company performs regular credit evaluations of its customers’ financial

from a significant customer as a percentage of the Company’s total revenue represents 11.3 %

for the years ended December 31, 2021 and 2020, respectively.

significant accounts receivable balance as

a percentage of the Company’s total accounts receivable represents 10.7 %

for the years ended December 31, 2021 and 2020, respectively.

Vendors – Concentrations of risk with respect to third party vendors who provide products and services to the Company are limited.

If not limited, such concentrations could impact profitability if a vendor failed to fulfill their obligations or if a significant vendor

was unable to renew an existing contract and the Company was not able to replace the related product or service at the same cost.

accounts payable balances as a percentage of the Company’s total accounts payable are as follows:

of December 31,

The significant accounts payable balance as of December 31, 2019 related to the service agreements with Meredith Corporation (“Meredith”)

(as described in Note 3).

Company has various lease arrangements for certain equipment and its offices.

Leases are recorded as an operating lease right-of-use

assets and operating lease liabilities on the consolidated balance sheets.

Leases with an initial term of 12 months or less are not recorded

on the consolidated balance sheets.

At inception, the Company determines whether an arrangement that provides control over the use of

an asset is a lease.

When it is reasonably certain that the Company will exercise the renewal period, the Company includes the impact

of the renewal in the lease term for purposes of determining total future lease payments.

significant accounts payable balance as a

percentage of the Company’s total accounts payable represents 10.5 %

for the years ended December 31, 2021 and 2020,

respectively.

Company has lease arrangements for certain equipment and its offices.

Leases are recorded as an operating lease right-of-use assets and

operating lease liabilities on the consolidated balance sheets.

Leases with an initial term of 12 months or less are not recorded on

the consolidated balance sheets.

At inception, the Company determines whether an arrangement that provides control over the use of an

asset is a lease.

When it is reasonably certain that the Company will exercise the renewal period, the Company includes the impact of

the renewal in the lease term for purposes of determining total future lease payments.

Rent expense is recognized on a straight-line

basis over the lease term.

February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ASU

2016-02, Leases (Topic 842) , in order to increase transparency and comparability among organizations by recognizing lease assets

and lease liabilities on the balance sheet for those leases classified as operating leases under prior GAAP.

ASU 2016-02 requires that

a lessee should recognize a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to

use the underlying asset for the lease term on the balance sheet, initially measured at the present value of the lease payments, for

all leases with terms longer than 12 months.

The Company adopted ASU 2016-02 as of January 1, 2019 utilizing the modified retrospective

transition method through a cumulative-effect adjustment.

The Company has elected the package of practical expedients, which allows the

Company not to reassess (1) whether any expired or existing contracts as of the adoption date are or contain a lease, (2) lease classification

for any expired or existing leases as of the adoption date and (3) initial direct costs for any existing leases as of the adoption date.

The Company did not elect to apply the hindsight practical expedient when determining lease term and assessing impairment of right-of-use

The adoption of ASU 2016-02 on January 1, 2019 resulted in the recognition of right-of-use assets of $1,003,221, lease liabilities

for operating leases of $1,069,745, with no cumulative effect adjustment on retained earnings on its consolidated balance sheets, and

with no material impact to its consolidated statements of operations (as further described in Note 7).

and Equipment

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Depreciation and amortization are provided using the straight-line method over the following estimated useful

equipment and computers

of remaining lease term or estimated useful life

accordance with authoritative guidance, the Company capitalizes platform development costs for internal use when planning and design

efforts are successfully completed, and development is ready to commence.

The Company places capitalized platform development assets

into service and commences amortization when the applicable project or asset is substantially complete and ready for its intended use.

Once placed into service, the Company capitalizes qualifying costs of specified upgrades or enhancements to capitalized platform development

assets when the upgrade or enhancement will result in new or additional functionality.

Schedule of Depreciation and Amortization, Useful Lives of Assets

Office equipment and computers

Furniture and fixtures

Leasehold improvements

Shorter of remaining lease term or estimated useful life

Company capitalizes platform development costs for internal use when planning and design efforts are successfully completed, and development

is ready to commence.

The Company places capitalized platform development assets into service and commences amortization when the applicable

project or asset is substantially complete and ready for its intended use.

Once placed into service, the Company capitalizes qualifying

costs of specified upgrades or enhancements to capitalized platform development assets when the upgrade or enhancement will result in

new or additional functionality.

Company capitalizes internal labor costs, including payroll-based and stock-based compensation, benefits and payroll taxes, that are

incurred for certain capitalized platform development projects related to the Company’s technology platform.

The Company’s

incurred for certain capitalized platform development projects related to the Company’s technology platform.

The Company’s

policy with respect to capitalized internal labor stipulates that labor costs for employees working on eligible internal use capital

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While the Company uses its best estimates and assumptions as part of the purchase price allocation process to accurately value assets

acquired and liabilities assumed at the acquisition date, the Company’s estimates are inherently uncertain and subject to refinement.

As a result, during the measurement period, the Company records adjustments to the assets acquired and liabilities assumed, with the

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if events or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable.

The Company adopted ASU 2017-04

(as further described below under the heading Recent Accounting Pronouncements ) during the first quarter of 2020 which

eliminated Step 2 from the goodwill impairment test.

The Company operates as one reporting unit, therefore, the impairment test is performed

at the consolidated entity level by comparing the estimated fair value of the Company to its carrying value.

The Company has elected

to first assess the qualitative factors to determine whether it is more likely than not that the fair value of its single reporting unit

is less than its carrying amount as a basis of determining whether it is necessary to perform the quantitative goodwill impairment test.

If the Company determines that it is more likely than not that its fair value is less than its carrying amount, then the quantitative

goodwill impairment test will be performed.

The quantitative goodwill impairment test identifies goodwill impairment and measures the

amount of goodwill impairment loss to be recognized by comparing the fair value of the Company’s single reporting unit with its

carrying amount.

If the fair value exceeds the carrying amount, no further analysis is required;

otherwise, any excess of the goodwill

carrying amount over the implied fair value is recognized as an impairment loss, and the carrying value of goodwill is written down to

The Company operates as one

reporting unit, therefore, the impairment test is performed at the consolidated entity level.

Recoverability of goodwill is determined

by comparing the fair value of Company’s reporting unit to the carrying value of the underlying net assets in the reporting unit.

If the fair value of the reporting unit is determined to be less than the carrying value of its net assets, goodwill is deemed impaired

and an impairment loss is recognized to the extent that the carrying value of goodwill exceeds the difference between the fair value

of the reporting unit and the fair value of its other assets and liabilities.

As of December 31, 2021 and 2020, management determined

there were no indications of impairment.

Financing Costs and Discounts on Debt Obligations

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consideration in the form of warrants and other derivative financial instruments issued to lenders is accounted for at fair value utilizing

information determined by consultants with the Company’s independent valuation firm.

The fair value of warrants and derivatives

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debt into common stock, under certain circumstances, the pro rata portion of any related unamortized discount on debt is charged to operations.

of debt discount during the years ended December 31, 2020 and 2019, was $6,607,212 and $4,545,675, respectively.

damages are provided as a result of the following:

(i) certain registration rights agreements provide for damages if the Company does

not register certain shares of the Company’s common stock within the requisite time frame (the “Registration Rights Damages”);

and (ii) certain securities purchase agreements provide for damages if the Company does not maintain its periodic filings with the Securities

and Exchange Commission (“SEC”) within the requisite time frame (the “Public Information Failure Damages”).

with respect to the Registration Rights Damages and the Public Information Failure Damages (collectively, the “Liquidated Damages”)

and Exchange Commission (“SEC”) within the requisite time frame (the “Public Information Failure Damages”).

with respect to the Registration Rights Damages and the Public Information Failure Damages (collectively, the “Liquidated Damages”)

are accounted for as contingent obligations when it is deemed probable the obligations would not be satisfied at the time a financing

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date based on the amount due of such obligation.

The Company reviews and revises such estimates at each quarter-end date based on updated

and Marketing

and marketing expenses consist of compensation, employee benefits and stock-based compensation of selling and marketing, account management

support teams, as well as commissions, travel, trade show sponsorships and events, conferences and advertising costs.

The Company’s

advertising expenses relate to direct-mail costs for magazine subscription acquisition efforts, print, and digital advertising.

costs that are not capitalized are expensed the first time the advertising takes place.

During the years ended December 31, 2020 and

2019, the Company incurred advertising expenses of $3,583,116 and $859,802, respectively, which are included within selling and marketing

on the consolidated statements of operations.

and marketing expenses consist of compensation, employee benefits and stock-based compensation of selling and marketing, account

management support teams, as well as commissions, travel, trade show sponsorships and events, conferences and advertising costs.

Company’s advertising expenses relate to direct-mail costs for magazine subscription acquisition efforts, print, and digital advertising.

Advertising costs that are not capitalized are expensed the first time the advertising takes place.

During the years ended December 31,

2021 and 2020, the Company incurred advertising expenses of $ 5,942,759

and $ 3,583,116 ,

respectively, which are included within selling and marketing on the consolidated statements of operations.

and Administrative

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Financial Instruments

Company accounts for freestanding contracts that are settled in the Company’s equity securities, including common stock warrants,

to be designated as an equity instrument, and generally as a liability.

A contract so designated is carried at fair value on a company’s

balance sheet, with any changes in fair value recorded as a gain or loss in a company’s results of operations.

A contract so designated is carried at fair value on a company’s

balance sheet, with any changes in fair value recorded as a gain or loss in a company’s results of operations.

Company records all derivatives on the balance sheet at fair value, adjusted at the end of each reporting period to reflect any material

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value measurements, is also required.

Observable inputs such as quoted prices in active markets for an identical asset or liability that the Company has the ability to

access as of the measurement date.

Observable inputs such as quoted prices in active markets for an identical asset or liability that the Company has the ability

to access as of the measurement date.

Financial assets and liabilities utilizing Level 1 inputs include active-exchange traded securities

and exchange-based derivatives.

Inputs, other than quoted prices included within Level 1, which are directly observable for the asset or liability or indirectly observable

through corroboration with observable market data.

Financial assets and liabilities utilizing Level 2 inputs include fixed income securities,

non-exchange-based derivatives, mutual funds, and fair-value hedges.

Unobservable inputs in which there is little or no market data for the asset or liability which requires the reporting entity to develop

its own assumptions.

Financial assets and liabilities utilizing Level 3 inputs include infrequently traded non-exchange-based derivatives

and commingled investment funds and are measured using present value pricing models.

Inputs, other than quoted prices included within Level 1, which are directly observable for the asset or liability or indirectly

observable through corroboration with observable market data.

Financial assets and liabilities utilizing Level 2 inputs include fixed

income securities, non-exchange-based derivatives, mutual funds, and fair-value hedges.

Unobservable inputs in which there is little or no market data for the asset or liability which requires the reporting entity

to develop its own assumptions.

Financial assets and liabilities utilizing Level 3 inputs include infrequently traded non-exchange-based

derivatives and commingled investment funds and are measured using present value pricing models.

Company determines the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the

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performs an analysis of the assets and liabilities at each reporting period end.

carrying amount of the Company’s financial instruments comprising of cash, restricted cash, accounts receivable, accounts payable

and accrued expenses approximate fair value because of the short-term maturity of these instruments.

stock (the “Preferred Stock”) (as described in Note 20) is reported as a mezzanine obligation between liabilities and stockholders’

If it becomes probable that the Preferred Stock will become redeemable, the Company will re-measure the Preferred Stock by adjusting

the carrying value to the redemption value of the Preferred Stock assuming each balance sheet date is a redemption date.

carrying amount of the Company’s financial instruments comprising of cash, restricted cash, accounts receivable, accounts payable

and accrued expenses and other approximate fair value because of the short-term maturity of these instruments.

stock (the “Preferred Stock”) (as described in Note 20) is reported as a mezzanine obligation between liabilities and stockholders’

If it becomes probable that the Preferred Stock will become redeemable, the Company will re-measure the Preferred Stock by

adjusting the carrying value to the redemption value of the Preferred Stock assuming each balance sheet date is a redemption date.

Company provides stock-based compensation in the form of (a) stock awards to employees and directors, comprised of restricted stock awards

and restricted stock units, (b) stock option grants to employees, directors and consultants, (c) common stock warrants to Publisher

Partners (further details are provided under the heading Publisher Partner Warrants in Note 22), and (d) common

stock warrants to ABG (further details are provided under the heading ABG Warrants in Note 22).

Company accounts for stock awards and stock option grants to employees, directors and consultants by measuring the cost of services received

in exchange for the stock-based payments as compensation expense in the Company’s consolidated financial statements.

and stock option grants to employees which are time-vested, are measured at fair value on the grant date, and charged to operations ratably

over the vesting period.

Stock awards and stock option grants to employees which are performance-vested, are measured at fair value on

the grant date and charged to operations when the performance condition is satisfied.

Publisher Partner Warrants granted are subject to a performance condition, which is generally based on the average number of unique

visitors on the channel operated by the Publisher Partner generated during the six-month period from the launch of the Publisher

Partner’s operations on Maven’s platform or the revenue generated during the period from issuance date through a specified

The Company recognizes expense for these Publisher Partner Warrants as the services are received.

The Company has specific

objective criteria for determination of the period over which services are received and expense is recognized.

to the adoption of ASU 2018-07, Compensation –

Stock Compensation (Topic 718):

Improvements to Nonemployee Share-Based Payment

Accounting, the Company accounted for stock-based payments to certain directors and consultants, and Publisher Partners (collectively

the “non-employee awards”) by determining the value of the stock compensation based upon the measurement date at either (a)

the date at which a performance commitment is reached or (b) at the date at which the necessary performance to earn the equity instruments

is complete, resulting in financial reporting period adjustments to stock-based compensation during the vesting terms for changes in

the fair value of the awards.

After adoption of ASU 2018-07, the measurement date for non-employee awards is the later of the adoption

date of ASU 2018-07, or the date of grant, without change in the fair value of the award.

There was no cumulative effect of adoption

of ASU 2018-07 on January 1, 2019.

For stock-based awards granted to non-employees subject to graded vesting that only contain service

conditions, the Company has elected to recognize stock-based compensation using the straight-line recognition method.

and restricted stock units, (b) stock option grants to employees, directors and consultants, (c) common stock warrants to Publisher Partners

(no warrants were issued during the years ended December 31, 2021 or 2020) (further details are provided under the heading Publisher

Partner Warrants in Note 22), and (d) common stock warrants to ABG (further details are provided under the heading ABG Warrants

Company accounts for stock awards and stock option grants to employees, directors and consultants, and non-employee awards to certain

directors and consultants by measuring the cost of services received in exchange for the stock-based payments as compensation expense

in the Company’s consolidated financial statements.

Stock awards and stock option grants to employees and non-employees which are

time-vested, are measured at fair value on the grant date, and charged to operations ratably over the vesting period.

Stock awards and

stock option grants to employees and non-employees which are performance-vested, are measured at fair value on the grant date and charged

to operations when the performance condition is satisfied or over the service.

fair value measurement of equity awards and grants used for stock-based compensation is as follows:

(1) restricted stock awards and

restricted stock units which are time-vested, are determined using the quoted market price of the Company’s common stock at

the grant date;

(2) stock option grants which are time-vested and performance-vested, are determined utilizing

the Black-Scholes option-pricing model at the grant date;

(3) restricted stock awards which provide for performance-vesting and a true-up

provision, are determined through consultants with the Company’s independent valuation firm using the binomial pricing model at

the grant date;

(4) stock option grants which provide for market-based vesting with a time-vesting overlay, are determined through consultants

with the Company’s independent valuation firm using the Monte Carlo model at the grant date;

(5) Publisher Partner Warrants are

determined utilizing the Black-Scholes option-pricing model;

and (6) ABG warrants are determined utilizing the Monte Carlo model (further

details are provided in Note 22).

(1) restricted stock awards and restricted

stock units which are time-vested, are determined using the quoted market price of the Company’s common stock at the grant date;

(2) stock option grants which are time-vested and performance-vested, are determined utilizing the Black-Scholes option-pricing model

at the grant date;

(3) restricted stock units and stock option grants which provide for market-based vesting with a time-vesting overlay,

are determined through consultants with the Company’s independent valuation firm using the Monte Carlo model at the grant date;

(4) Publisher Partner Warrants are determined utilizing the Black-Scholes option-pricing model;

and (5) ABG warrants are determined utilizing

the Monte Carlo model (further details are provided in Note 22).

value determined under the Black-Scholes option-pricing model and Monte Carlo model is affected by several variables, the most significant

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Estimated volatility

is based on the historical volatility of the Company’s common stock and is evaluated based upon market comparisons.

The risk-free

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The fair market value of common stock is determined

by reference to the quoted market price of the Company’s common stock.

fair value of the stock options granted were probability weighted effective January 1, 2019 under the Black-Scholes

option-pricing model or Monte Carlo model as determined through consultants with the Company’s independent valuation firm since

the value of the stock options, among other things, depend on the volatility of the underlying shares of the

Company’s common stock, under the following two scenarios:

(1) scenario one assumes that the Company’s common stock will

be up-listed on a national stock exchange (the “Exchange”) on a certain listing date (the “Up-list”);

scenario two assumes that the Company’s common stock is not up-listed on the Exchange prior to the final vesting date of

the grants (the “No Up-list”), collectively referred to as the “Probability Weighted Scenarios”.

Company classifies stock-based compensation in its consolidated statements of operations in the same manner in which the award recipient’s

by reference to the quoted market price of the Company’s common stock.

fair value of the stock options granted are probability weighted under the Black-Scholes option-pricing model or Monte Carlo model as

determined through consultants with the Company’s independent valuation firm since the value of the stock options, among other

things, depend on the volatility of the underlying shares of the Company’s common stock, under the following two scenarios:

scenario one assumes that the Company’s common stock will be up-listed on a national stock exchange (the “Exchange”)

on a certain listing date (the “Up-list”);

and (2) scenario two assumes that the Company’s common stock is not up-listed

on the Exchange prior to the final vesting date of the grants (the “No Up-list”), collectively referred to as the “Probability

Weighted Scenarios”.

Company classifies stock-based compensation cost on its consolidated statements of operations in the same manner in which the award recipient’s

cash compensation cost is classified.

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All restricted stock awards are considered

outstanding but is included in the computation of basic loss per common share only when the underlying restrictions expire, the shares

are no longer forfeitable and, thus, are vested.

All restricted stock units are included in the computation of basic loss per common

share only when the underlying restrictions expire, the shares are no longer forfeitable and, thus, are vested.

Contingently issuable

shares are included in basic loss per common share only when there is no circumstance under which those shares would not be issued.

outstanding but are included in the computation of basic loss per common share only when the underlying restrictions expire, the shares

are no longer forfeitable, and are thus vested.

All restricted stock units are included in the computation of basic loss per common share

only when the underlying restrictions expire, the shares are no longer forfeitable, and are thus vested.

Contingently issuable shares

are included in basic loss per common share only when there are no circumstances under which those shares would not be issued.

loss per common share is computed using the weighted average number of common shares outstanding and common stock equivalent shares outstanding

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Company excluded the outstanding securities summarized below (capitalized terms are described herein), which entitle the holders thereof

to acquire shares of the Company’s common stock, from its calculation of net income loss per common share, as their effect would

have been anti-dilutive.

of December 31,

G Preferred Stock

H Preferred Stock

I Preferred Stock

J Preferred Stock

Indemnity shares of

Partner Warrants

Equity Awards

Schedule of Net Income (Loss) Per Common Share

As of December 31,

Series G Preferred Stock

Series H Preferred Stock

Restricted Stock Awards

Financing Warrants

AllHipHop Warrants

Publisher Partner Warrants

Common Stock Awards

Common Equity Awards

Outside Options

Accounting Pronouncements

Adopted Accounting Standards

June 2016, the FASB ASU 2016-13, Financial Instruments –

Credit Losses (Topic 326) , which introduces a new model for recognizing

credit losses for certain financial instruments, including loans, accounts receivable and debt securities.

The new model requires an

estimate of expected credit losses over the life of exposure to be recorded through the establishment of an allowance account, which

is presented as an offset to the related financial asset.

The expected credit loss is recorded upon the initial recognition of the financial

The Company adopted ASU 2016-13 as of the reporting period beginning January 1, 2020.

No impact on the consolidated financial

statements was recorded as a result of the adoption of ASU 2016-13.

January 2017, the FASB issued ASU 2017-04, Intangibles –

Goodwill and Other (Topic 350):

Simplifying the Test for Goodwill Impairment ,

that simplifies the subsequent measurement of goodwill by eliminating Step 2 of the goodwill impairment test.

The Step 2 test requires

an entity to calculate the implied fair value of goodwill to measure a goodwill impairment charge.

Instead, an entity will record an

impairment charge based on the excess of a reporting unit’s carrying value over its fair value determined in Step 1.

also eliminates the qualitative assessment requirements for a reporting unit with zero or negative carrying value.

Prospective adoption

is required and the Company adopted ASU 2017-04 as of the reporting period beginning January 1, 2020.

No impact on the consolidated financial

statements was recorded as a result of the adoption of ASU 2017-04.

In August 2018, the FASB issued ASU 2018-13, Fair

Value Measurement (Topic 820) –

Disclosure Framework –

Changes to the Disclosure Requirements for Fair Value Measurement ,

which changes the fair value measurement disclosure requirements.

August 2018, the FASB issued ASU 2018-13, Technical Corrections and Improvements to Financial Instruments – Overall (Subtopic

Recognition and Measurement of Financial Assets and Financial Liabilities , which changes the fair value measurement disclosure

requirements.

The update removes, modifies, and adds certain additional disclosures.

The Company adopted ASU 2018-13 as of the reporting period beginning January 1, 2020.

The adoption of this update required a change in

disclosures and had no impact on the Company’s consolidated financial statements.

Issued Accounting Standards

On January 1, 2021, the Company adopted ASU 2018-13

with no material impact to its consolidated financial statements.

December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740):

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in the period of adoption.

ASU 2019-12 will be effective beginning in the first quarter of the Company’s fiscal year 2021.

adoption is permitted.

The Company is currently evaluating the impact this update will have on its consolidated financial statements.

August 2020, the FASB issued ASU 2020-06, Debt –

Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and

Hedging –

Contracts in Entity’s Own Equity (Subtopic 815-40) , which updates various codification topics to simplify the

On January 1, 2021, the Company adopted ASU 2019-12 with no material impact to its consolidated financial

position, results of operations or cash flows.

October 2020, the FASB issued ASU 2020-08, Codification Improvements to Subtopic 310-20 – Receivables – Nonrefundable

Fees and Other Costs , which clarifies that a reporting entity should assess whether a callable debt security purchased at a premium

is within the scope of ASC 310-20-35-33 each reporting period, which impacts the amortization period for nonrefundable fees and other

On January 1, 2021, the Company adopted ASU 2020-08 with no material impact to its consolidated financial statements.

October 2020, the FASB issued ASU 2020-10, Codification Improvements , which updates various codification topics by clarifying

or improving disclosure requirements to align with the SEC’s regulations.

On January 1, 2021, the Company adopted ASU 2020-10 with

no material impact to its consolidated financial statements.

Issued Accounting Standards

August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and

Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) , which updates various codification topics to simplify the

accounting guidance for certain financial instruments with characteristics of liabilities and equity, with a specific focus on convertible

instruments and the derivative scope exception for contracts in an entity’s own equity and amends the diluted EPS computation for

these instruments.

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period beginning January 1, 2022.

The Company is currently evaluating the impact this update will have on its consolidated financial

October 2020, the FASB issued ASU 2020-08, Codification Improvements to Subtopic 310-20 –

Receivables –

Nonrefundable

Fees and Other Costs , which clarifies that a reporting entity should assess whether a callable debt security purchased at a premium

is within the scope of ASC 310-20-35-33 each reporting period, which impacts the amortization period for nonrefundable fees and other

The Company will adopt ASU 2020-08 as of the reporting period beginning January 1, 2021.

The Company is currently evaluating the

impact this update will have on its consolidated financial statements.

October 2020, the FASB issued ASU 2020-10, Codification Improvements , which updates various codification topics by clarifying

or improving disclosure requirements to align with the SEC’s regulations.

The Company will adopt ASU 2020-10 as of the reporting

period beginning January 1, 2021.

The adoption of this update is not expected to have a material effect on the Company’s consolidated

financial statements.

May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation

(Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40):

Issuer’s Accounting for Certain

(Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40):

Issuer’s Accounting for Certain

Modifications or Exchanges of Freestanding Equity-Classified Written Call Options, a consensus of the Emerging Issues Task Force (EITF),

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The Company is currently evaluating the impact this update will have on its consolidated financial statements.

October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities

from Contracts with Customers , which requires an acquirer to account for revenue contracts acquired in a business combination in

accordance with Topic 606 as if it had originated the contracts.

The acquirer may assess how the acquiree applied Topic 606 to determine

what to record for the acquired contracts.

This update should lead to recognition and measurement consistent with what’s reported

in the acquiree’s financial statements, provided that the acquiree prepared financial statements in accordance with U.S.

The new standard marks a change from current U.S.

GAAP, under which assets and liabilities acquired in a business combination, including

contract assets and contract liabilities arising from revenue contracts, are generally recognized at fair value at the acquisition date.

ASU 2021-08 is effective for the Company in the fiscal year beginning after December 15, 2022, including interim periods within the fiscal

year, and should be applied prospectively to business combinations on or after the effective date of the amendment.

Early adoption is

permitted, including adoption in an interim period.

The Company will adopt ASU 2021-08 as of the reporting period beginning January 1,

The Company is currently evaluating the impact that adopting this new accounting standard would have on its consolidated financial

does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material

impact on the Company’s financial statement presentation or disclosures.

Company uses the acquisition method of accounting, which is based on ASC, Business Combinations (Topic 805) , and uses the fair

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as of the acquisition date.

March 9, 2020, the Company entered into an asset purchase agreement with Petametrics Inc., dba LiftIgniter, a Delaware corporation (“LiftIgniter”),

where it purchased substantially all the assets, including the intellectual property and excluding certain accounts receivable, and assumed

certain liabilities.

The purchase price consisted of:

(1) cash payment of $184,087 on February 19, 2020, in connection with the repayment

of all outstanding indebtedness, (2) at closing, a cash payment of $131,202, (3) collections of certain accounts receivable, (4) on the

first anniversary date of the closing issuance of restricted stock units for an aggregate of up to 312,500 shares of the Company’s

common stock, and (5) on the second anniversary date of the closing, issuance of restricted stock units for an aggregate of up to 312,500

shares of the Company’s common stock.

Spun Media Incorporated – On June 4, 2021, the Company acquired all of the issued and outstanding shares of capital stock of

College Spun Media Incorporated, a New Jersey corporation (“The Spun”), for an aggregate of $ 11,829,893

in cash and the issuance of an aggregate of 194,806

restricted shares of the Company’s common

stock, with one-half of the shares vesting on the first anniversary of the closing date and the remaining one-half of the shares vesting

on the second anniversary of the closing date, subject to a customary working capital adjustment based on cash and accounts receivable

as of the closing date.

The cash payment consists of:

(i) $ 10,829,893

paid at closing (of the cash paid at closing,

represents adjusted cash pursuant to the working

capital adjustments), and (ii) $ 500,000

to be paid on the first anniversary of the closing

and $ 500,000

to be paid on the second anniversary date of

The vesting of shares of the Company’s common stock is subject to the continued employment of certain selling employees.

The Spun operates in the United States.

composition of the purchase price is as follows:

restricted stock units for shares of common stock

purchase consideration

purchase price allocation resulted in the following amounts being allocated to the assets acquired and liabilities assumed

at the closing date of the acquisition based upon their respective fair values as summarized below:

assets acquired

useful life for the developed technology is three years (3.0 years).

On June 11, 2019, the Company, TST Acquisition Co., Inc., a Delaware corporation (“TSTAC”), a newly-formed

indirect wholly owned subsidiary of the Company, and TheStreet, entered into an agreement and plan of merger, as amended (the “TheStreet

Merger Agreement”), pursuant to which TSTAC merged with and into TheStreet, with TheStreet continuing as the surviving corporation

in the merger and as a wholly owned subsidiary of the Company (“TheStreet Merger”).

TheStreet Merger Agreement provided that

all issued and outstanding shares of common stock of TheStreet would be exchanged for an aggregate of $16,500,000 in cash.

the terms of TheStreet Merger Agreement, on June 10, 2019, the Company deposited $16,500,000 into an escrow account pursuant to an escrow

August 7, 2019, the Company acquired all of the outstanding shares of TheStreet for total cash consideration of $16,500,000, pursuant

to TheStreet Merger Agreement.

The results of operation of the acquired business and the estimated fair market values of the assets acquired

and liabilities assumed have been included in the consolidated financial statements as of the acquisition date.

TheStreet’s addition

to the Company’s premium media coalition highlights its strategic growth and adds a flagship to the portfolio of major media brands.

The Company acquired TheStreet to enhance the user’s experience by increasing content through the Company’s industry-leading

technology, distribution and monetization platform.

TheStreet is a digital financial media company that provides reporting on investment

trends and analysis and operates a network of 28 premium content channels that act as an open community for writers, explorers,

knowledge seekers and conversation starters to connect in an interactive and informative online space.

In connection with TheStreet Merger,

the Company entered into an arrangement with a co-founder to continue certain services (further details are provided under the heading

Cramer Digital, Inc.

Agreement in Note 25).

TheStreet operates primarily in the United States.

Company funded the cash consideration pursuant to TheStreet Merger from the net proceeds from the 12% Senior Secured Note financing (as

described in Note 19).

Company incurred $199,630 in transaction costs related to the acquisition, which primarily consisted of banking, legal, accounting and

valuation-related expenses.

The acquisition related expenses were recorded within general and administrative expense on the consolidated

statements of operations.

Schedule of Preliminary Purchase Price

Deferred cash payments, as discounted

Total purchase consideration

Company incurred $ 128,076 in transaction costs related to the acquisition, which primarily consisted of legal and accounting.

The acquisition

related expenses were recorded within general and administrative expense on the consolidated statements of operations.

purchase price allocation resulted in the following amounts being allocated to the assets acquired and liabilities assumed at the closing

date of the acquisition based upon their respective fair values as summarized below:

current assets

long-term assets

and equipment

right-of-use assets

relationships

current liabilities

lease liabilities

assets acquired

Company utilized an independent appraisal, as well as other available market data, to assist in the determination of the fair values

of the assets acquired and liabilities assumed, which required certain significant management assumptions and estimates.

The fair value

of the intangible assets were determined as follows:

developed technology was determined under the cost approach with a useful life of

three years (3.0 years);

trade name was determined using the relief from royalty method of the income approach with a useful life of

twenty years (20.0 years);

subscriber relationships and advertising relationships were determined using the multi-period excess earnings

method of the income approach with a useful life of eight and four tenths years (8.4 years) and nine and four tenths years (9.4 years),

respectively;

and data base was determined using the replacement cost method of the cost approach with a useful life of fifteen years

(15.0 years).

The weighted-average useful life for the intangible assets is eight and six tenths years (8.6 years).

The fair value of

the unearned revenues was determined with the following inputs:

(1) projection of when unearned revenue will be earned;

(2) expense necessary

to fulfill the subscriptions;

(3) gross up of the fulfillment costs to include a market participant level of profitability;

premium to the fulfillment-costs plus a reasonable profit metric;

and (5) reduce projected future cash flows to present value using an

appropriate discount rate.

Summary of Price Allocation for Acquisition

Accounts receivable

Other current assets

Accrued expenses

Deferred tax liabilities

( 1,825,720 )

Net assets acquired

Company utilized an independent appraisal to assist in the determination of the fair values of the assets acquired and liabilities assumed,

which required certain significant management assumptions and estimates.

The fair value of the brand name was determined by projecting

the acquired entity’s cash flows, deducting notional contributory asset charges on supporting assets (working capital and the assembled

workforce) to compute the excess cash flows associated with the brand with a useful life of ten years ( 10 .0 years).

excess of purchase price over the fair value amounts assigned to the assets acquired and liabilities assumed represents goodwill from

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Goodwill is recorded as a non-current asset that is not amortized but is subject to an annual review for impairment.

The Company believes the factors that contributed to goodwill include the acquisition of a talented workforce that expands the Company’s

expertise and synergies that are specific to the Company’s consolidated business and not available to market participants.

Agreement with ABG-SI LLC –

On June 14, 2019, the Company and ABG, a Delaware limited liability company and indirect wholly

owned subsidiary of Authentic Brands Group, entered into the Sports Illustrated Licensing Agreement, pursuant to which the Company has

the exclusive right and license in the United States, Canada, Mexico, United Kingdom, Republic of Ireland, Australia, and New Zealand

to operate the Sports Illustrated media business (in the English and Spanish languages), including to (i) operate the digital and print

editions of Sports Illustrated (including all special interest issues and the swimsuit issue) and Sports Illustrated for Kids ,

(ii) develop new digital media channels under the Sports Illustrated brands, and (iii) operate certain related businesses, including

without limitation, special interest publications, video channels, bookazines and the licensing and/or syndication of certain products

and content under the Sports Illustrated brand (collectively, the “Sports Illustrated Licensed Brands”).

initial term of the Sports Illustrated Licensing Agreement commenced on October 4, 2019 upon the termination of the Meredith License

Agreement (as defined below) and continues through December 31, 2029.

The Company has the option, subject to certain conditions, to renew

the term of the Sports Illustrated Licensing Agreement for nine consecutive renewal terms of 10 years each (collectively with the initial

term, the “Term”), for a total of 100 years.

The Sports Illustrated Licensing Agreement provides that the Company will pay

to ABG annual royalties in respect of each year of the Term based on gross revenues (“Royalties”) with guaranteed minimum

annual amounts.

On the execution of the Sports Illustrated Licensing Agreement, the Company prepaid ABG $45,000,000 against future Royalties

upon (see Note 5).

In addition, ABG will pay to the Company a share of revenues relating to certain Sports Illustrated business lines

not licensed to the Company, such as all gambling-related advertising and monetization, events, and commerce.

The Company funded the

prepaid Royalties from the net proceeds from the 12% Senior Secured Notes financing (as described in Note 19).

The Company entered into

the Licensing Agreement as part of its growth strategy to serve as a cornerstone of vertical content.

to a publicly announced agreement, dated May 24, 2019, between ABG and Meredith, Meredith previously operated the Sports Illustrated

Licensed Brands under license from ABG (the “Meredith License Agreement”).

On October 3, 2019, Maven and Meredith entered

into a Transition Services Agreement and an Outsourcing Agreement (collectively, the “Transition Agreement”), whereby the

parties agreed to the terms and conditions under which Meredith continued to operate certain aspects of the business and provide certain

services during the fourth quarter of 2019 as all activities were transitioned over to Maven.

Through these agreements, Maven took over

operating control of the Sports Illustrated Licensed Brands, and the Transition Agreement was terminated.

connection with the Sports Illustrated Licensing Agreement, the Company issued ABG warrants to acquire common stock of the Company (the

“ABG Warrants”) for performance of future services (see Note 22).

consideration for entering into the Licensing Agreement, the Company agreed to retain the responsibility and lead the negotiations with

Meredith to provide for the transfer of the Sports Illustrated Licensed Brands from Meredith, including an arrangement where Meredith

retains responsibility for producing and distributing the physical publications Sports Illustrated and Sports Illustrated for

Kids (the “Magazines”) and subscriber marketing, as well as to retain responsibility for paying the deferred subscription

revenue, described in the Sports Illustrated Licensing Agreement, as the total liability to subscribers to fulfill unfulfilled subscriptions

to the print and electronic editions of the Magazines, accrued as of October 4, 2019, and the obligation to issue to each subscriber

requesting a refund in connection therewith the amount of such liability owing to that subscriber.

No cash was paid to ABG in connection

with the Sports Illustrated Licensing Agreement.

Company concluded that the Sports Illustrated Licensing Agreement entered into to conduct the licensed brands was an asset acquisition

in accordance with ASC 805, Business Combinations, Subtopic 50 , Related Issues (ASC 805-50), as substantially all of the

fair value of the gross assets acquired by the Company is concentrated in a group of similar identifiable assets.

All direct acquisition

related costs of $331,026 are assigned to the assets in relation to the relative fair value of the acquired assets and recorded as part

of the consideration transferred.

accordance with the above guidance, the fair value of the assets acquired and liabilities assumed at the effective date of the acquisition

based upon their respective fair values are summarized below:

relationships

current liabilities

(47,249,470 )

refund liability

tax liabilities

(19,541,127 )

assets acquired

Company utilized an independent appraisal, as well as other available market data, to assist in the determination of the fair values

of the assets acquired and liabilities assumed, which required certain significant management assumptions and estimates.

The fair value

of the intangible asset was determined by an independent appraisal in accordance with ASC 805-50 by allocating the fair value of an assumed

liability to the individual assets acquired based on their relative fair values, with the fair value of the assumed liabilities (or unearned

revenues and subscription refund liability) assigned to the subscriber relationships asset as the subscribers are sufficiently similar

and can be valued together as a single identifiable asset acquired.

The fair value of the unearned revenues was determined with the following

(1) projection of when unearned revenue will be earned;

(2) expense necessary to fulfill the subscriptions;

(3) gross up of the

fulfillment costs to include a market participant level of profitability;

(4) slight premium to the fulfillment-costs plus a reasonable

profit metric;

and (5) reduce projected future cash flows to present value using an appropriate discount rate.

The fair value of the

subscription refund liability was established based upon the historical return rates for specific products.

The subscriber relationships

(the customer-based intangible assets) useful life was determined by establishing the average term of the issues served taking into account

expected subscription renewals, which is five years (5.0 years).

Company concluded and recognized deferred tax liabilities, consistent with the guidance for an asset acquisition, at the Licensing Agreement

effective date in accordance with ASC 740, Income Taxes , based on the difference between the book and tax basis of the assets

acquired calculated under the simultaneous equation model using the initial measurement guidance in accordance with ASC 805.

No portion of the goodwill will be deductible for tax purposes.

Fantasy Sports, LLC – On July 15, 2021, the Company entered into an asset purchase agreement with Fulltime Fantasy Sports,

LLC, a Delaware limited liability company (“Fulltime Fantasy”), where it purchased certain intellectual property

(including databases, documents and certain rights related to the intellectual property), subscriber and customer records, and other

certain rights related to the intellectual property (collectively the “Purchased Assets”) and assumed certain

liabilities related to the Purchased Assets.

The purchase price consisted of:

(1) a cash payment of $ 335,000 (paid

in advance), including transaction related costs of $ 35,000 ,

(2) the issuance of 34,092 shares

the Company’s common stock (subject to certain vesting earn-out provisions and certain buy-back rights), with 11,364 shares

of the Company’s common stock, which vested at closing, and (3) a cash earn-out payment of $ 225,000 (paid

in January 2022) and 11,364 shares

of the Company’s common stock (vested on December 31, 2021).

The remaining consideration of a cash earn-out

payment of $ 225,000 is

due on June 30, 2022 and the vesting of 11,364 shares

of the Company’s common stock, which vests on June 30, 2022, is subject to certain terms and conditions and the

material breach of certain agreements and acceleration provisions.

Company accounted for the asset acquisition in accordance with ASC 805-50, as substantially all of the fair value of the gross assets

acquired by the Company is concentrated in a group of similar identifiable assets.

All direct acquisition related costs of $ 35,000 are

assigned to the assets in relation to the relative fair value of the acquired assets and recorded as part of the consideration transferred.

composition of the purchase price is as follows:

Schedule of Preliminary Purchase Price

Cash (including $ 35,000 of transaction related costs)

Restricted stock

Deferred cash payments

Deferred restricted stock

Total purchase consideration

purchase price resulted in $ 1,256,887 (including $ 35,000 of transaction related costs) being assigned to a database acquired at the closing

date of the acquisition.

The useful life for the database is three years ( 3 .0 years).

2020 Acquisitions

– On March 9, 2020, the Company entered into an asset purchase agreement with Petametrics Inc., doing business as LiftIgniter,

a Delaware corporation (“LiftIgniter”), where it purchased substantially all the assets, including the intellectual

property and excluding certain accounts receivable, and assumed certain liabilities.

The purchase price consisted of:

(1) a cash payment

on February 19, 2020, in connection with the

repayment of all outstanding indebtedness, (2) at closing, a cash payment of $ 131,202 ,

(3) collections of certain accounts receivable, (4) on the first anniversary date of the closing, the issuance of restricted stock for

an aggregate of up to 14,205

shares of the Company’s common stock (of

shares of the Company’s common stock were

issued during the year ended December 31, 2021 with 2,539

shares to be issued), and (5) on the second anniversary

date of the closing, the issuance of restricted stock for an aggregate of up to 14,205

shares (subject to certain indemnifications)

of the Company’s common stock.

composition of the purchase price is as follows:

Schedule of Preliminary Purchase Price

Indemnity restricted stock units for shares of common stock

Total purchase consideration

purchase price allocation resulted in the following amounts being allocated to the assets acquired and liabilities assumed at the closing

date of the acquisition based upon their respective fair values as summarized below:

Summary of Price Allocation for Acquisition

Accounts receivable

Developed technology

Accounts payable

Unearned revenue

Net assets acquired

useful life for the developed technology is three years ( 3 .0 years).

and Other Current Assets

and other current assets are summarized as follows:

of December 31,

software license

income and franchise taxes

of December 31, 2020 and 2019, $26,250,000 and $41,250,000, respectively, of prepaid Royalties fees was unamortized from the $45,000,000

guaranteed minimum annual Royalties that was paid to ABG in connection with the Sports Illustrated Licensing Agreement.

The Royalties

are being recognized over a period of three-years starting October 4, 2019.

As of December 31, 2020 and 2019, the current portion of

$15,000,000 was reflected within royalty fees on the consolidated balance sheets and the long-term portion of $11,250,000 and $26,250,000,

respectively, was reflected within royalty fees, net of current portion on the consolidated balance sheets.

Schedule of Prepayments and Other Current Assets

As of December 31,

Prepaid expenses

Prepaid software license

Refundable income and franchise taxes

Security deposits

Other receivables

and other current assets

of December 31, 2021 and 2020, $ 11,250,000

and $ 26,250,000 ,

respectively, of royalty fees were unamortized from the $ 45,000,000

guaranteed minimum annual royalties that was

prepaid to ABG in connection with the Sports Illustrated Licensing Agreement.

The royalties are being recognized over a period of three-years

starting October 4, 2019.

As of December 31, 2021, the current portion of $ 11,250,000

was reflected within royalty fees, current portion

on the consolidated balance sheets.

As of December 31, 2020, the current portion of $ 15,000,000

was reflected within royalty fees, current portion

on the consolidated balance sheets and the long-term portion of $ 11,250,000

was reflected within royalty fees, net of current

portion on the consolidated balance sheets.

and Equipment

and equipment are summarized as follows:

of December 31,

equipment and computers

accumulated depreciation and amortization

property and equipment

Schedule of Property and Equipment

As of December 31,

Office equipment and computers

Furniture and fixtures

Leasehold improvements

Less accumulated depreciation and amortization

Net property and equipment

and amortization expense for the years ended December 31, 2021 and 2020 was $ 443,422 and $ 638,796 , respectively.

3 unchanged sentences

No impairment charges have been recorded in the periods presented.

Company adopted the comprehensive new lease accounting standard effective January 1, 2019 using the modified retrospective transition

The Company elected the package of practical expedients under the new lease standards, which includes (i) not reassessing whether

any expired or existing contracts are or contain a lease, (ii) not reassessing lease classification for any expired or existing leases,

(iii) not reassessing initial direct costs for any existing leases, and (iv) account for a lease and non-lease component as a single

component for certain classes of assets.

The Company will not adopt the practical expedient to use hindsight in determining the lease

Adoption of the new standard resulted in recording operating lease right-of-use assets and operating lease liabilities of on the

consolidated balance sheets.

The adoption of the standard was immaterial and did not result in an impact as of January 1, 2019.

did not have a material impact on the consolidated statements of operations or consolidated statements of cash flows.

Company’s leases are primarily comprised of real estate leases for the use of office space, with certain lease arrangements that

contain equipment.

The Company determines whether an arrangement contains a lease at inception.

Lease assets and liabilities are recognized

upon commencement of the lease based on the present value of the future minimum lease payments over the lease term.

The lease term includes

options to extend the lease when it is reasonably certain that the Company will exercise that option.

Substantially all of the leases

are long-term operating leases for facilities with fixed payment terms between 1.5 and 12.8 years, which expire at various dates through

Company’s real estate lease for the use of office space was subleased during the year ended December 31, 2021.

Company determines whether an arrangement contains a lease at inception.

Lease assets and liabilities are recognized upon commencement

of the lease based on the present value of the future minimum lease payments over the lease term.

The lease term includes options to

extend the lease when it is reasonably certain that the Company will exercise that option.

The Company’s current lease is a long-term

operating lease with a remaining fixed payment term of 2.75

table below presents supplemental information related to operating leases:

Ended December 31,

lease costs during the year

payments included in the measurement of operating lease liabilities during the year

lease liabilities arising from obtaining lease right-of-use assets during the year

Weighted-average

remaining lease term (in years) as of year-end

Weighted-average

discount rate during the year

most of the Company’s leases do not provide an implicit rate, the Company is required to use its incremental borrowing rate.

Company uses an incremental borrowing rate based on the information available at the lease commencement date to determine present value

of lease payments.

The incremental borrowing rate used is the rate the Company would have to borrow on a collateralized basis over a

similar term an amount equal to the lease payments in a similar economic environment.

February 7, 2020, under the terms of the first amendment to the 12% Amended Senior Secured Notes (as further amended and described in

Note 19), BRF Finance Co., LLC (“BRF Finance”), an affiliated entity of B.

Riley, issued a letter of credit for $3,024,232

to one of the Company’s landlords.

In the event BRF Finance is required to make a draw on the letter of credit, the amount paid

will automatically be added to principal of the outstanding notes.

As of December 31, 2020 and 2019, security deposits under letters

of credit or cash deposited with banks under the terms of the lease arrangements were $185,606 and $160,910, respectively, reflected

within other assets on the consolidated balance sheets.

of Lease Liabilities

present value of the Company’s operating leases consisted of the following as of December 31, 2020:

Year Ending December

lease payments

imputed interest

(21,002,931 )

value of operating lease liabilities

portion of operating lease liabilities

operating lease liabilities

of Supplemental Information Related to Operating Leases

Years Ended December 31,

Operating lease costs during the year (1)

Cash payments included in the measurement of operating lease liabilities during the year

Operating lease liabilities arising from obtaining lease right-of-use assets during the year

Weighted-average remaining lease term (in years) as of year-end

Weighted-average discount rate during the year

(1) Operating lease costs is presented net of sublease income that is not material.

Company generally utilizes its incremental borrowing rate based on information available at the commencement of the lease in determining

the present value of future payments since the implicit rate for most of the Company’s leases is not readily determinable.

lease expense includes rental increases that are not fixed, such as those based on amounts paid to the lessor based on cost or consumption,

such as maintenance and utilities.

components of operating lease costs were follows:

of Operating Lease Costs

Years Ended December 31,

Operating lease costs:

Cost of revenue

Selling and marketing

General and administrative

Total operating lease costs (1)

(1) Includes certain

costs associated with a business membership agreement that permits access to certain office space of $ 75,000 ,

of the operating lease liability as of December 31, 2021 are summarized as follows:

of Maturity of Lease Liabilities

Years Ending December 31,

Minimum lease payments

Less imputed interest

Present value of operating lease liability

Current portion of operating lease liability

Long-term portion of operating lease liability

Total operating lease liability

Agreement - In November 2021, the Company entered into an agreement to sublease its leased office space for the duration of its operating

lease through September 2024, where it is entitled to receive sublease income of $ 637,000 .

In connection with the sublease agreement, the Company:

(1) reduced the value of its right-of-use asset and lease liability by $ 1,001,511

based on a remeasurement of its existing operating

lease to exclude any renewal options in its lease liability;

and (2) recognized a loss on impairment of the lease of $ 466,356

as reflected on the consolidated statements

of operations.

Membership – Effective October 1, 2021, the Company entered into a business membership agreement with York Factory LLC, doing

business as SaksWorks, that permits access to certain office space with furnishings, referred to as SaksWorks Memberships (each membership

provides a certain number of accounts that equate to the use of the space granted).

The term of the agreement is for twenty-seven months,

with an initial period of three months at $ 25,000

per month for 30 accounts and secondary period

for the remaining twenty-four months at $ 56,617

per month for 110 accounts.

The agreement also

provides for:

(1) additional accounts at predetermined pricing;

(2) an early termination date of June 30, 2023, providing

the Company gives notice by December 31, 2022;

and (3) the renewal of the agreement at the end on the term for a twelve-month

period at the then-current market price and pricing structure on such renewal date.

Termination – Effective September 30, 2021, the Company terminated a certain lease arrangement for office space and as a result,

relinquished the space and derecognized a right-of-use asset of $ 15,673,474 , a lease liability of $ 17,934,940 and recorded a penalty

upon termination of $ 9,606,121 (as discounted since the amount of the liability and timing of the Cash Payments, as defined below, are

fixed), resulting in a net loss upon termination (or loss on termination of lease), of $ 7,344,655 , which has been reflected on the consolidated

statements of operations.

In connection with the termination, the Company agreed to pay the landlord cash of $ 10,000,000 (the “Cash

Payments”) and $ 1,475,000 in market rate advertising.

The Cash Payments are due as follows:

$ 1,000,000 on December 1, 2021 (paid

in December 2021);

$ 1,000,000 on October 1, 2022;

$ 4,000,000 on October 1, 2023;

and $ 4,000,000 on October 1, 2024.

Platform Development

development costs are summarized as follows:

of December 31,

accumulated amortization

of Platform Development Costs

As of December 31,

Platform development

summary of platform development activity for the years ended December 31, 2020 and 2019 is as follows:

of December 31,

development beginning of year

Payroll-based

costs capitalized during the year

capitalized costs

during the year

development end of year

Less accumulated amortization

( 12,698,307 )

( 8,671,820 )

Net platform development

summary of platform development activity is as follows:

Summary of Platform Development Cost Activity

As of and for the Years Ended

Platform development beginning of year

Payroll-based costs capitalized during the year

Total capitalized costs

Stock-based compensation

Dispositions during the year

Platform development end of year

expense for platform development for the years ended December 31, 2021 and 2020, was $ 4,485,384 and $ 3,890,966 , respectively, is included

within cost of revenues on the consolidated statements of operations.

Intangible Assets

assets subject to amortization consisted of the following:

of December 31, 2020

of Intangible Assets Subjects to Amortization

As of December 31, 2021

of December 31, 2020

Life (in years)

Carrying Amount

$ ( 11,465,869 )

2 unchanged sentences

( 32,622,245 )

( 18,105,041 )

relationships

( 1,103,771 )

amortizable intangible assets

( 47,321,802 )

( 28,235,821 )

intangible assets

1 unchanged sentence

$ ( 47,321,802 )

$ ( 28,235,821 )

technology, noncompete agreement, trade name, subscriber relationships, advertiser relationships, and database intangible assets subject

to amortization were recorded as part of the Company’s business acquisitions.

The website domain name has an infinite life and

5 unchanged sentences

have been recorded during the years ended December 31, 2021 and 2020.

total amortization expense for the next five years and thereafter related to the Company’s intangible assets subject to amortization

as of December 31, 2021 is as follows:

Ending December 31,

of Future Estimated Amortization Expenses for Intangible Assets

Years Ending December 31,

assets are summarized as follows:

of December 31,

of Other Assets

As of December 31,

Security deposit

Other deposits

Prepaid expenses

Prepaid supplies

changes in carrying value of goodwill as follows:

of December 31,

value at beginning of year

acquired in acquisition of TheStreet

value at end of year

Schedule of Changes in Carrying Value of Goodwill

As of December 31,

Carrying value at beginning of year

Goodwill acquired in acquisition of The Spun

Carrying value at end of year

Company performs its annual impairment test at the reporting unit level, which is the operating segment or one level below the operating

11 unchanged sentences

No impairment of goodwill has been identified during the years ended December 31, 2021 and 2020.

Stock Liabilities

Restricted Stock Liabilities

December 15, 2020, the Company entered into an amendment for certain restricted stock awards and units that were previously issued to

9 unchanged sentences

at the time of the modification and recorded $ 3,800,734 as a reclassification of restricted stock awards and units from equity to liability

classified upon modification, as reflected within additional paid-in capital on the consolidated statements of stockholders’

following table presents the components of the restricted stock liabilities as of December 31, 2020:

stock liabilities recorded upon modification of the restricted stock awards and units (1,064,549 restricted stock to be purchased

at $4.00 per share)

imputed interest

value of restricted stock liabilities

prepayments on December 31, 2020

stock liabilities

portion of restricted stock liabilities

classified upon modification, as reflected within additional paid-in capital on the consolidated statements of stockholders’ deficiency.

following table presents the components of the restricted stock liabilities:

of Components of Restricted Stock liabilities

As of December 31,

Restricted stock liabilities (before imputed interest)

Less imputed interest

Present value of restricted stock liabilities

Less payments during the years

( 1,471,591 )

Restricted stock liabilities at end of year

Current portion of restricted stock liabilities (reflected in accrued expenses and other)

Long-term portion of restricted stock liabilities

Total restricted stock liabilities at end of year

Company recorded the repurchase of restricted stock of the Company’s common stock 22,178 during the years ended December 31, 2021

on the consolidated statements of stockholders’ deficiency.

Accrued Expenses and Other

expenses and other are summarized as follows:

of Accrued Expenses

As of December 31,

General accrued expenses

Accrued payroll and related taxes

Accrued publisher expenses

Deferred cash payments in connection with acquisitions

Sales tax liability

Restricted stock liabilities

expenses are summarized as follows:

of December 31,

Lease termination liability

accrued expenses

payroll and related taxes

publisher expenses

tax liability

stock liabilities

Credit Facility –

On February 27, 2020, the Company entered into a financing and security agreement with FPP Finance LLC (“FastPay”),

pursuant to which FastPay extended a $15,000,000 line of credit for working capital purposes secured by a first lien on all of the Company’s

cash and accounts receivable and a second lien on all other assets.

Borrowings under the facility bear interest at the LIBOR Rate plus

8.50% and have a final maturity of February 6, 2022.

As of December 31, 2020, the balance outstanding under the FastPay facility was

As of the date these condensed consolidated financial statements were issued or were available to be issued the balance outstanding

was approximately $6.5 million.

Credit Facility –

During November 2018, the Company entered into a factoring note agreement, with a $3,500,000 maximum facility

limit, with Sallyport Commercial Finance, LLC (“Sallyport”) to increase working capital through accounts receivable factoring.

The note provided for maximum borrowing up to 85% of the eligible accounts receivable (the “Advance Rate”) and the Company

was permitted to adjust the amount advanced up or down at any time.

The note was subject to a minimum monthly sales shortfall fee in

the event the monthly sales volume is below $1,000,000.

The note bore interest at the prime rate plus 4.00% (the “Interest Rate”)

(8.75% as of December 31, 2019) and provided for a floor rate of 5.00% with a default rate of 3.00% plus the Interest Rate.

the note provided for an initial factoring fee of 0.415% with an annual per day fee of $950.

As of December 31, 2019, Sallyport collected

accounts receivable in excess of the balance outstanding under the note, therefore, the Company was due $626,532 from Sallyport which

was reflected within accounts receivable on the condensed consolidated balance sheet.

Effective January 30, 2020, the Company’s

factoring facility with Sallyport was closed and funds were no longer available for advance.

Damages Payable

Line of Credit

Credit Facility – On December 6, 2021, the Company entered into an amendment to its financing and security agreement

for its line of credit with FPP Finance LLC (“FastPay”) that was originally entered into on February 27, 2020, pursuant to

which (i) the maximum amount of advances available was increased to $ 25,000,000

from $ 15,000,000 ,

(ii) the interest rate on the facility applicable margin was decreased to 6.00 %

per annum from 8.50 %

per annum (the facility bears interest at the LIBOR rate plus the applicable margin), and (iii) the maturity date was extended to February

The line of credit is for working capital

purposes and is secured by a first lien on all the Company’s cash and accounts receivable and a second lien on all other assets.

As of December 31, 2021, the balance outstanding under the FastPay line of credit was $ 11,988,194 .

Credit Facility – As of January 1, 2020, Sallyport collected accounts receivable in excess of the balance outstanding under

the note, therefore, the Company was due $ 626,532 from Sallyport which was reflected within accounts receivable on the consolidated balance

Effective January 30, 2020, the Company’s factoring facility with Sallyport was closed and funds were no longer available

Liquidated Damages Payable

Damages payable are summarized as follows:

of December 31, 2020

Common Stock to be Issued (1)

H Preferred Stock

I Preferred Stock

J Preferred Stock

Rights Damages

Information Failure Damages

of December 31, 2019

Common Stock to be Issued (1)

H Preferred Stock

I Preferred Stock

J Preferred Stock

Rights Damages

Information Failure Damages

Consists of shares of common stock issuable to MDB Capital Group, LLC (“MDB”).

with respect to the Liquidated Damages recognized on the consolidated statements of operations is provided in Note 23, and for amounts

contingently liable in Note 26.

Value Measurements

Company’s financial instruments consist of Level 1, Level 2 and Level 3 assets as of December 31, 2020 and 2019.

Liquidated Damages

As of December 31, 2021

31, 2020 and 2019, the Company’s cash and cash equivalents of $9,033,872 and $8,852,281, respectively, were Level 1 assets and

MDB Common Stock to be Issued (1)

Series H Preferred Stock

12 % Convertible Debentures

Series I Preferred Stock

Series J Preferred Stock

Series K Preferred Stock

As of December 31, 2020

MDB Common Stock to be Issued (1)

Series H Preferred Stock

12 % Convertible Debentures

Series I Preferred Stock

Series J Preferred Stock

(1) Consists of shares

of common stock issuable to MDB Capital Group, LLC (“MDB”).

the years ended December 31, 2021 and 2020, liquidated damages payables were $ 12,205,455 (short-term of $ 5,197,182 and long-term of $ 7,008,273 )

and $ 9,568,091 (short-term of $ 9,568,091 and long-term of none ), respectively.

Company will continue to accrue interest on the Liquidated Damages balance at 1 %

per month based on the balance outstanding until paid.

There is no scheduled date when the unpaid Liquidated Damages become due.

with respect to the Liquidated Damages recognized on the consolidated statements of operations is provided in Note 23.

Other Long-term Liabilities

long-term liabilities consisted of the following:

of Other long-term liabilities

As of December 31,

Lease termination liability

Deferred cash payment liabilities

Other long-term liabilities

Fair Value Measurements

Company’s financial instruments consist of Level 1, Level 2 and Level 3 assets as of December 31, 2021 and 2020.

As of December

31, 2021 and 2020, the Company’s cash and cash equivalents of $ 9,349,020 and $ 9,033,872 , respectively, were Level 1 assets and

included savings deposits, overnight investments, and other liquid funds with financial institutions.

instruments measured at fair value during the year consisted of the following as of December 31, 2020 and 2019:

Year Ended December 31, 2020

Prices in Active Markets for Identical Assets

Other Observable Inputs

Unobservable Inputs

Long-term debt:

12% Amended Senior Secured Notes

Warrant derivative liabilities:

Strome Warrants

Riley Warrants

Total warrant derivative liabilities

Year Ended December 31, 2019

Prices in Active Markets for Identical Assets

Other Observable Inputs

Unobservable Inputs

Long-term debt:

12% Amended Senior Secured Notes

instruments measured at fair value during the year consisted of the following:

of Fair Value of Financial Instruments

As of December 31, 2021

Quoted Prices

Senior Secured Note

As of December 31, 2020

Quoted Prices

Senior Secured Note

Warrant derivative liabilities:

2 unchanged sentences

Total warrant derivative liabilities

Embedded derivative liabilities

carrying value of the Company’s 12% Amended Senior Secured Notes (as defined below) approximates fair value based on current

market interest rates for debt instruments of similar credit standing and, consequently, their fair values are based on Level 2

Secured Note – The carrying value of the Senior Secured Note (as defined below) approximates fair value based

on current market interest rates for debt instruments of similar credit standing and, consequently, their fair values are based on Level

quantitative information utilized in the fair value calculation of the Level 3 liabilities are as follows:

Company accounts for certain warrants and the embedded conversion features of the 12% Convertible Debentures (as described in Note 18)

as derivative liabilities, which require the Company carry such amounts on its consolidated balance sheets as a liability at fair value,

as adjusted at each reporting period-end.

Company determined the fair value of the L2 Warrants, Strome Warrants and B.

Riley Warrants (all as described in Note 21) utilizing the

Black-Scholes valuation model as further described below.

These warrants and the embedded conversion features are classified as Level

3 within the fair-value hierarchy.

Inputs to the valuation model include the Company’s publicly-quoted stock price, the stock volatility,

the risk-free interest rate, the remaining life of the warrants and debentures, the exercise price or conversion price, and the dividend

The Company uses the closing stock price of its common stock over an appropriate period of time to compute stock volatility.

Revenue – The fair value of unearned revenue remaining in connection with the 2019 acquisition of Sports Illustrated

media business, was determined with the following inputs:

(1) projection of when unearned revenue will be earned;

necessary to fulfill the subscriptions;

(3) gross up of the fulfillment costs to include a market participant level of profitability;

(4) slight premium to the fulfillment-costs plus a reasonable profit metric;

and (5) reduce projected future cash flows to present value

using an appropriate discount rate.

The unearned revenue remaining from the acquisition as of December 31, 2021 was $ 4,855,167

and $ 14,071,065 ,

respectively, on the consolidated balance sheets.

changes in unearned revenue with inputs classified as Level 3 of the fair value hierarchy are reflected within revenue on the consolidated

statements of operations.

Derivative Liabilities – The Company accounted for certain warrants of the 12 % Convertible Debentures (as described in Note

18) as derivative liabilities, which required the Company carry such amounts on its consolidated balance sheets as a liability at fair

value, as adjusted at each reporting period-end.

Company determined the fair value of the Strome Warrants and B.

Riley Warrants (all as described in Note 21) utilizing the Black-Scholes

valuation model as further described below.

These warrants were classified as Level 3 within the fair-value hierarchy.

Inputs to the

valuation model include the Company’s publicly quoted stock price, the stock volatility, the risk-free interest rate, the remaining

life of the warrants, the exercise price or conversion price, and the dividend rate.

The Company uses the closing stock price of its

common stock over an appropriate period of time to compute stock volatility.

assumptions are summarized as follows:

Warrants –

2019 assumptions:

Black-Scholes option-pricing;

expected life:

risk-free interest rate:

dividend rate:

transaction date closing market price:

exercise price:

Warrants –

2020 assumptions:

Warrants – 2021 assumptions upon reclassification to equity:

Black-Scholes option-pricing;

expected life:

risk-free interest rate:

interest rate:

volatility factor:

dividend rate:

2 unchanged sentences

and 2020 assumptions:

Black-Scholes

option-pricing;

Black-Scholes option-pricing;

expected life:

2 unchanged sentences

dividend rate:

transaction date

closing market price:

transaction date closing market price:

exercise price:

Riley Warrants –

2020 assumptions:

Riley Warrants – 2021 assumptions upon reclassification to equity:

Black-Scholes option-pricing;

4 unchanged sentences

transaction date closing market price:

exercise price:

and 2020 assumptions:

2 unchanged sentences

risk-free interest rate:

volatility factor:

dividend rate:

1 unchanged sentence

exercise price:

following table represents the carrying amount, valuation and roll-forward of activity for the Company’s warrants accounted for

as a derivative liability and classified within Level 3 of the fair-value hierarchy as of and for the years ended December 31, 2020 and

amount at beginning of year:

Riley Warrants

carrying amount at beginning of year

in valuation of warrant derivative liabilities:

Riley Warrants

change in valuation during the year

of warrants during the year:

amount at end of year:

following table represents the carrying amounts and change in valuation for the Company’s warrants accounted for as a derivative

liability and classified within Level 3 of the fair-value hierarchy as of and for the years ended December 31, 2021 and 2020:

of Valuation Activity for Warrants Accounted for Derivative Liability

As of and for the Years Ended December 31,

Reclassification

Strome Warrants

$ ( 629,528 )

$ ( 331,980 )

Riley Warrants

amount at end of year

$ ( 1,113,403 )

$ ( 496,305 )

the years ended December 31, 2021 and 2020, the change in valuation of warrant derivative liabilities recognized within other (expense)

income on the consolidated statement of operations, as described in the above table of $496,305 and ($1,015,151), respectively.

Warrants were fully exercised on a cashless basis during the year ended December 31, 2019, resulting in a $735,186 offset within additional

paid-in capital on the consolidated statements of stockholders’

following table represents the carrying amount, valuation and a roll-forward of activity for the conversion option features, buy-in features,

income on the consolidated statements of operations, as described in the above table of $ 34,492

and $ 496,305 ,

respectively.

The Strome Warrants and B.

Riley Warrants were reclassified to equity upon filing an effective registration statement during

the year ended December 31, 2021, resulting in a $ 1,113,403

offset within additional paid-in capital on the

consolidated statements of stockholders’ deficiency.

following table represents the carrying amounts and changes in valuation for the Company’s conversion option features, buy-in features,

and default remedy features, as deemed appropriate for each instrument (collectively the embedded derivative liabilities), for the 12 %

Convertible Debentures (refer to Note 18) accounted for as embedded derivative liabilities and classified within Level 3 of the fair-value

hierarchy as of and for the years ended December 31, 2020 and 2019:

of embedded derivative liabilities (conversion feature, buy-in feature, and default remedy feature):

amount at beginning of year

date of March 18, 2019

date of March 27, 2019

date of April 8, 2019

in fair value of embedded derivative liabilities

value of embedded derivative liabilities recorded within additional paid-capital upon conversion of 12% convertible debentures

hierarchy as of and for the year ended December 31, 2020:

of Valuation Activity for the Embedded Conversion Feature Liability

As of and for the Year Ended December 31, 2020

within Equity

Amount at End

12 % Convertible Debentures

$ ( 2,571,004 )

amount at end of year

$ ( 10,929,996 )

the year ended December 31, 2020, the change in valuation of embedded derivative liabilities as described in the above table of $ 2,571,004

was recognized as other income on the consolidated statements of operations.

For the year ended December 31, 2019, the change

in valuation of embedded derivative liabilities as described in the above table of $5,040,000 was recognized as other expense

on the consolidated statements of operations.

addition, the fair value requirement at each period-end for the Series G Preferred Stock embedded conversion feature was no longer required

for the year ended December 31, 2019 since it is not considered a derivative liability, therefore, the carrying amount of $72,563 as

of January 1, 2018 was recognized as other income of $72,563 during the year ended December 31, 2019 on the consolidated statements of

a result of the conversion of certain 12% Convertible Debentures into shares of the Company’s common stock, the Company recorded

was recognized as other expense on the consolidated statements of operations.

a result of the conversion of certain 12 % Convertible Debentures into shares of the Company’s common stock, the Company recorded

the fair value of the embedded derivative liabilities of the conversion option features, buy-in features, and default remedy features

of $10,929,996 within additional paid-in capital on the consolidated statements of stockholders’

deficiency (as further described

been no transfers in Level 1, Level 2, and Level 3 and no changes in valuation techniques for these assets or liabilities for the years

ended December 31, 2020 and 2019.

May 2018, the Company’s then Chief Executive Officer began advancing funds to the Company in order to meet minimum operating needs.

Such advances were made pursuant to promissory notes that were due on demand, with interest at the minimum applicable federal rate, which

ranged from 2.18% to 2.38%.

As of December 31, 2019, the total principal amount of advances outstanding were $319,351 (including accrued

interest of $12,574) (see Note 25).

As of December 31, 2020, the note was repaid (further details are provided in Note 20).

2018 and 2019, the Company had various financings through the issuance of the 12% senior subordinated convertible debentures which were

due and payable on December 31, 2020 (the “12% Convertible Debentures”).

Interest accrued at the rate of 12% per annum, payable

on the earlier of conversion or December 31, 2020.

The Company’s obligations under the 12% Convertible Debentures were secured

by a security agreement, dated as of October 18, 2018, by and among the Company and each investor thereto.

The 12% Convertible Debentures

were subject to the Company receiving stockholder approval to increase its authorized shares of common stock before conversion.

on the 12% Convertible Debentures were convertible into shares of the Company’s common stock, at the option of the investor at

any time prior to December 31, 2020, at either a per share conversion price of $0.33 (with respect to the 12% Convertible Debentures

issued in 2018) or $0.40 (with respect to the 12% Convertible Debentures issued in 2019), subject to adjustment for stock splits, stock

dividends and similar transactions, and certain beneficial ownership blocker provisions.

Further, the 12% Convertible Debentures were

subject to Liquidated Damages (as further described below and in Note 23 and Note 26).

12% Convertible Debentures were issued and convertible into shares of the Company’s common stock as follows:

(1) gross proceeds

of $13,091,528 on December 12, 2018, convertible into 39,671,297 shares;

(2) gross proceeds of $1,696,000 on March 18, 2019, convertible

into 4,240,000 shares;

(3) gross proceeds of $318,000 on March 27, 2019, convertible into 795,000 shares;

and (4) gross proceeds of $100,000

on April 8, 2019, convertible into 250,000 shares.

Upon issuance of the various financings, the Company accounted for the embedded conversion

option feature, buy-in feature, and default remedy feature (as further described below and in Note 16) as embedded derivative liabilities,

which required the Company to carry such amount on its consolidated balance sheets as a liability at fair value, as adjusted at each

period-end (see Note 16).

Company also incurred debt issuance cost.

The embedded derivative liabilities and debt issuance cost were treated as a debt discount

and amortized over the term of the debt.

12% Convertible Debentures issued during the year ended December 31, 2019 were as follows:

March 18, 2019, the Company entered into a securities purchase agreement with two accredited investors, including John Fichthorn, the

Company’s Executive Chairman of the Board of Directors (the “Board”), pursuant to which the Company issued 12% Convertible

Debentures in the aggregate principal amount of $1,696,000, which included a placement fee of $96,000 paid to B.

Riley FBR in the form

of a 12% Convertible Debenture, for acting as the Company’s placement agent in the offering.

The Company received net proceeds

of $1,600,000 and paid legal fees and expenses of $10,000 in cash.

This financing of the 12% Convertible Debentures was subject to an

issuance limitation, which fully limited the conversion of the 12% Convertible Debentures into shares of common stock by the holders

(outside of the issuance limitation these 12% Convertible Debentures were convertible into 4,240,000 shares of the Company’s common

stock), subject to certain conditions as described below.

March 27, 2019, the Company entered into a securities purchase agreement with an accredited investor pursuant to which the Company issued

12% Convertible Debentures in the aggregate principal amount of $318,000, which included a placement fee of $18,000 paid to B.

FBR in the form of a 12% Convertible Debenture for acting as the Company’s placement agent in the offering.

The Company received

net proceeds of $300,000.

This financing of the 12% Convertible Debentures was subject to an issuance limitation, which fully limited

the conversion of the 12% Convertible Debentures into shares of common stock by the holder (outside of the issuance limitation these

12% Convertible Debentures were convertible into 795,000 shares of the Company’s common stock), subject to certain conditions as

described below.

April 8, 2019, the Company entered into a securities purchase agreement with an accredited investor, Todd D.

Sims, a member of the Board,

pursuant to which the Company issued a 12% Convertible Debenture in the aggregate principal amount of $100,000 and received $100,000

from the proceeds.

This financing of the 12% Convertible Debenture was subject to an issuance limitation, which fully limited the conversion

of the 12% Convertible Debentures into shares of common stock by the holder (outside of the issuance limitation this 12% Convertible

Debenture was convertible into 250,000 shares of the Company’s common stock), subject to certain conditions as described below.

issuance of the various financings of the 12% Convertible Debentures, the Company recognized the following embedded derivative liabilities

that were bifurcated from the note instruments:

option –

(1) At any time after the original issue date until the 12% Convertible Debenture is no longer outstanding, the 12%

Convertible Debenture is convertible, in whole or in part, into shares of common stock at the option of the holder at the aforementioned

conversion price, and (2) at any time and from time to time subject to:

(i) an issuance limitation until the Company has an authorized

share increase, and (ii) a beneficial ownership limitations, which prevents conversion if the common stock shares held by the holder

exceeds 4.99% of the common stock outstanding (subject to increase by the holder to 9.99%).

feature –

(1) The 12% Convertible Debenture is puttable for a certain buy-in amount where it gives the holder the right, if

the Company fails for any reason to deliver to the holder the conversion shares, to a cash settlement for the difference between

the cost of the Company’s common stock in the open market and the conversion price;

and (2) the put is contingent if the Company

fails to deliver conversion shares pursuant to a buy-in event.

remedy feature –

(1) The 12% Convertible Debenture is puttable in the event of default where it gives the holder the right

to repayment, in cash, the greater of (i) the outstanding principal amount due divided by the then conversion price times the daily

volume weighted average price of the common stock;

or (ii) the outstanding principal debt amount, plus unpaid but accrued interest

and other amounts owing in the notes;

and (2) the put is contingent upon a Change of Control (as described below) or Fundamental

Transaction (as described below).

in Control –

Change in Control, in general, means:

(a) an acquisition in excess of 50% of the voting securities of the Company;

(b) the Company merges into or consolidates whereby the Company stockholders own less than 50% of the aggregate voting power after the

(c) the Company sells or transfers all or substantially all of its assets to whereby the Company stockholders own less than

50% of the aggregate voting power after the transaction;

(d) a replacement at one time or within a three year period of more than one-half

of the Board, which is not approved by a majority of those individuals who are members of the Board on the original issue date, subject

to certain conditions;

or (e) the execution by the Company of an agreement for any of the events set forth in clauses (a) through (d)

Transaction –

Fundamental Transaction, in general, means:

(a) the Company, directly or indirectly, in one or more related transactions

effects any merger or consolidation;

(b) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer,

conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions;

or indirect, purchase offer, tender offer or exchange offer is completed pursuant to which the Company common stock holders are permitted

to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of

the Company’s outstanding common stock;

(d) the Company, directly or indirectly, in one or more related transactions effects any

reclassification, reorganization or recapitalization of the Company’s 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, or (e) the Company, directly

or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination whereby

such transaction results in an acquisition of more than 50% of the outstanding shares of the Company’s common stock, subject to

certain other conditions.

Further, if a Fundamental Transaction occurs, the holders have the right to their conversion shares as if the

beneficial ownership limitation or the issuance limitation was not in place, subject to certain terms as additional consideration.

12% Convertible Debentures also provided that as long as the debt remains outstanding, unless investors holding at least 51% in principal

amount of the then-outstanding 12% Convertible Debentures otherwise agree, the Company was not permitted to enter into, incur, assume

or guarantee any indebtedness, except for certain permitted indebtedness.

to the registration rights agreements entered into in connection with the securities purchase agreements, the Company agreed to register

the shares issuable upon conversion of the 12% Convertible Debentures for resale by the holders within a certain timeframe and subject

to certain conditions.

The registration rights agreement provides for a cash payment equal to 1.0% per month of the amount invested as

partial liquidated damages upon the occurrence of certain events, on each monthly anniversary, up to a maximum amount of 6.0% of the

aggregate amount invested, subject to interest at 12.0% per annum, accruing daily, until paid in full.

The registration rights agreements

provide for Registration Rights Damages (further details are provided in Note 15).

of $ 10,929,996 within additional paid-in capital on the consolidated statements of stockholders’ deficiency (as further described

of December 31, 2020, there was no longer any principal or accrued but unpaid interest outstanding under the 12 % Convertible Debentures

since certain holders converted the debt into shares of the Company’s common stock and certain holders were paid in cash.

Convertible Debt

Company had various financings through the issuance of 12 % senior subordinated convertible debentures during 2018 and 2019 that were

due and payable on December 31, 2020 (the “ 12 % Convertible Debentures”).

In connection with the issuance of the 12 % Convertible

Debentures the Company recognized certain embedded derivative liabilities that were bifurcated from the note instruments, consisting

(i) conversion option;

(ii) buy-in feature;

and (iii) default remedy feature, which required the Company to carry such amounts

on its consolidated financial statements as a liability at fair value, as adjusted at each period-end.

The Company also incurred debt

issuance cost.

The embedded derivative liabilities and debt issuance cost were treated as a debt discount and amortized over the term

Company entered into a registration rights agreements in connection with the securities purchase agreements, where the Company agreed

to register the shares issuable upon conversion of the 12% Convertible Debentures for resale by the holders within a certain timeframe

and subject to certain conditions.

The registration rights agreement provides for a cash payment equal to 1.0% per month of the amount

invested as partial liquidated damages upon the occurrence of certain events, on each monthly anniversary, up to a maximum amount of

6.0% of the aggregate amount invested, subject to interest at 12.0% per annum, accruing daily, until paid in full .

The registration rights

agreements provide for Registration Rights Damages (further details are provided in Note 15).

securities purchase agreements also included a provision that requires the Company to maintain its periodic filings with the SEC in order

8 unchanged sentences

the 12% Convertible Debentures at the time of issuance as it was deemed probable the obligations would not be satisfied when the financings

were completed (see Note 15 and Note 26).

were completed (see Note 15).

December 31, 2020, certain holders converted the 12% Convertible Debentures representing an aggregate of $ 18,104,949 of the then-outstanding

principal and accrued but unpaid interest into 53,887,470 shares of the Company’s common stock at effective conversion per-share

principal and accrued but unpaid interest into 2,449,431 shares of the Company’s common stock at effective conversion per-share

prices ranging from $ 7.26 to $ 8.80 .

2 unchanged sentences

With respect to the conversion of the accrued interest into shares of the

Company’s common stock, the Company recognized a loss on conversion of $3,297,539 at the time of conversion on the consolidated

Company’s common stock, the Company recognized a loss on conversion of $ 3,297,539 at the time of conversion on the consolidated

statements of operations.

Upon conversion of the 12% Convertible Debentures, the Company recorded the aggregate outstanding principal

and loss on conversion of the accrued interest of $21,402,488 within additional paid-capital on the consolidated statements of stockholders’

following table represents the various financings of the 12% Convertible Debentures recognized during the year ended December 31, 2019

and carrying value as of December 31, 2019:

amount of debt

and loss on conversion of the accrued interest of $ 21,402,488 within additional paid-in capital on the consolidated statements of stockholders’

following table represents the various components of the 12 %

Convertible Debentures as of and for the year ended December 31, 2020:

of 12% Convertible Debentures

Issuance Date

Principal amount of debt:

issuance costs

cash proceeds received

amount of debt (excluding original issue discount)

Net cash proceeds received

Principal amount of debt (excluding original issue discount)

conversion of debt from convertible debentures

accrued interest

amount of debt including accrued interest

embedded derivative liabilities

Damages recognized upon issuance

Principal amount of debt including accrued interest

conversion in connection with issuance of common stock

( 15,870,143 )

( 2,089,989 )

( 18,104,949 )

repayments in cash

( 1,130,903 )

Principal amount of debt

Debt discount:

Allocated embedded derivative liabilities at issuance

( 4,760,000 )

( 5,834,000 )

Liquidated Damages recognized upon issuance

Issuance cost incurred at issuance

Total debt discount

( 6,056,944 )

( 7,338,944 )

amortization of debt discount

Debt discount

Carrying value at December

current portion

value at December 31, 2019, net of current portion

additional information for the years ended December 31, 2020 and 2019 with respect to interest expense related to the 12% Convertible

Debentures is provided in Note 19 .

12% Convertible Debentures balance at December 31, 2020

For additional information for the year ended December

31, 2020 with respect to interest expense related to the 12% Convertible Debentures is provided in Note 19 .

Long-term Debt

is a summary of the various amended and restated note, as well as various amendments thereto, to the senior secured note

with BRF Finance Co., LLC (“BRF Finance”), an affiliated entity of B.

Riley, in its capacity as agent for the purchasers

and as purchaser, that was originally issued on June 10, 2019, for gross proceeds of $ 20,000,000 .

The transactions leading up to the second amended and restated note that is outstanding as of December 31, 2021 consisted of:

and restated note issued on June 14, 2019, where the Company received gross proceeds of $ 48,000,000 , together with the $ 20,000,000

gross proceeds received on June 10, 2019 for total gross proceeds of $ 68,000,000 , due June 14, 2022;

amendment to the amended and restated note issued on August 27, 2019, where the Company received gross proceeds of $ 3,000,000 ;

amendment to the amended and restated note issued on February 27, 2020, where the Company issued a $ 3,000,000 letter of credit to

the Company’s landlord for leased premises;

amended and restated note issued on March 24, 2020, where the Company was permitted to enter into a Delayed Draw Term Note (as described

below), in the aggregate principal amount of $ 12,000,000 ;

amendment to second amended and restated note issued on March 24, 2020 was entered into on October 23, 2020 (“Amendment 1”),

where the maturity date was changed to December 31, 2022, subject to certain acceleration conditions and interest payable on the

note on September 30, 2020, December 31, 2020, March 31, 2021, June 30, 2021, September 30, 2021, and December 31, 2021 will

be payable in-kind in arrears on the last day of such fiscal quarter.

Alternatively, at the option of the holder, such interest amounts

originally could have been paid in shares of Series K convertible preferred stock (the “Series K Preferred Stock”);

after December 18, 2020, the date the Series K Preferred Stock converted into shares of the Company’s common stock, such interest

amounts can be converted into shares of the Company’s common stock based upon the conversion rate specified in the Certificate

of Designation for the Series K Preferred Stock, subject to certain adjustments (further details are described in Note 20);

amendment to the second amended and restated note issued March 24, 2020 was entered into on May 19, 2021 (“Amendment 2”),

pursuant to which:

(i) the interest rate on the Senior Secured Note, as defined below, decreased from a rate of 12 %

per annum to a rate of 10 %

and (ii) the Company agreed that within one (1) business day after receipt of cash proceeds from any issuance of equity

interests, it will prepay the certain obligations in an amount equal to such cash proceeds, net of underwriting discounts and commissions;

provided, that, this mandatory prepayment obligation does not apply to any proceeds that the Company received from shares of the

Company’s common stock issued pursuant to the securities purchase agreement (as further described below under the heading Common

Stock Private Placement in Note 21) during the 90-day period commencing on May 20, 2021;

amendment to the second amended and restated note issued March 24, 2020 was entered into on December 6, 2021 (“Amendment 3”),

where the Company was permitted to increase the FastPay line of credit in an aggregate principal amount not to exceed $ 25,000,000 .

Collectively,

the amended and restated note and amendments thereto and the second amended and restated note and Amendment 1, Amendment

2 and Amendment 3 thereto are referred to as the “Senior Secured Note,” with all borrowings collateralized by substantially

all assets of the Company.

details as of the date these consolidated financial statements were issued are provided under the heading Long-term Debt in Note

Draw Term Note

March 24, 2020, the Company entered into a 15 % delayed draw term note (the “Delayed Draw Term Note”) pursuant to the second

amended and restated note purchase agreement, in the aggregate principal amount of $ 12,000,000 .

March 24, 2020, the Company drew down $ 6,913,865 under the Delayed Draw Term Note, and after payment of commitment and funding fees paid

of $ 793,109 , and other of its legal fees and expenses that were incurred, the Company received net proceeds of $ 6,000,000 .

The net proceeds

were used for working capital and general corporate purposes.

Additional borrowings under the Delayed Draw Term Note requested by the

Company may be made at the option of the purchasers, subject to certain conditions.

Up to $ 8,000,000 in principal amount under the note

was originally due on March 31, 2021.

Interest on amounts outstanding under the note was payable in-kind in arrears on the last day of

each fiscal quarter.

The transactions leading up to the Delayed Draw Term Note that is outstanding as of December 31, 2021 consisted

to the terms of Amendment 1, entered into on October 23, 2020, the maturity date of the Delayed Draw Term Note was changed from March

31, 2021 to March 31, 2022.

Amendment 1 also provided that the holder, could originally elect, in lieu of receipt of cash for payment

of all or any portion of the interest due or cash payments up to a certain conversion portion of the Delayed Draw Term Note, to receive

shares of Series K Preferred Stock;

however, after December 18, 2020, the date the Series K Preferred Stock converted into shares

of the Company’s common stock, the holder may elect, in lieu of receipt of cash for such amounts, shares of the Company’s

common stock at the price the Company last sold shares of the Company’s common stock;

October 23, 2020, $ 3,367,000 , including principal and accrued interest of the Delayed Draw Term Note, converted into shares of the

Company’s Series K Preferred Stock (see Note 20);

May 19, 2021, pursuant to Amendment 2, the interest rate on the Delayed Draw Term Note decreased from a rate of 15 % per annum to

a rate of 10 % per annum;

December 28, 2021, the Company drew down $ 5,086,135

under the Delayed Draw Term Note, and after

payment of commitment and funding fees paid of $ 508,614 ,

the Company received net proceeds of $ 4,577,522 .

The net proceeds were used for working capital and general corporate purposes.

details as of the date these consolidated financial statements were issued are provided under the heading Long-term Debt in Note

following table represents the components of the Senior Secured Note and Delayed Draw Term Note:

of Senior Secured Notes and Delayed Draw Term Note

As of and for the Years Ended

Principal amount of debt:

Principal amount of debt received on June 10, 2019

Principal amount of debt received on June 14, 2019

Principal amount of debt received on August 27, 2019

Principal amount of debt received on March 26, 2020

Principal amount of debt received on December 28, 2021

Subtotal principal amount of debt

Add accrued interest

Less principal payment paid in Series J Preferred Stock (net of interest of $ 146,067 )

( 4,853,933 )

Less principal payment paid in Series K Preferred Stock (net of interest of $ 71,495 )

( 3,295,505 )

Less principal payments paid in cash

( 17,307,364 )

Principal amount of debt outstanding including accrued interest

Debt discount:

Placement fee to B.

( 3,550,000 )

( 4,241,387 )

( 3,550,000 )

( 4,241,387 )

Commitment fee ( 2 % of unused commitment)

Success based fee to B.

( 3,400,000 )

Legal and other costs

Commitment fee due December 28, 2021

Subtotal debt discount

( 7,152,382 )

( 1,422,479 )

( 8,574,861 )

( 7,152,382 )

( 8,066,247 )

Less amortization of debt discount

Unamortized debt discount

( 1,934,468 )

( 2,501,940 )

( 3,739,690 )

( 4,098,862 )

Carrying value at year-end

Protection Program Loan

April 6, 2020, the Company entered into a note agreement with JPMorgan Chase Bank, N.A.

(“JPMorgan Chase”) under the recently

enacted Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) administered by the U.S.

Small Business Administration

(“SBA”) (the “Paycheck Protection Program Loan”).

The Company received total proceeds of $ 5,702,725 under the

Paycheck Protection Program Loan.

In accordance with the requirements of the CARES Act, the Company used proceeds from the Paycheck Protection

Program Loan primarily for payroll costs.

The Paycheck Protection Program Loan was scheduled to mature on April 6, 2022 , with a 0.98 %

interest rate and was subject to the terms and conditions applicable to loans administered by the SBA under the CARES Act.

June 22, 2021, the SBA authorized full forgiveness of $ 5,702,725 under the Paycheck Protection Program Loan;

thus, the Company will not

need to make any payments on the Paycheck Protection Program Loan that JPMorgan Chase facilitates as an SBA lender.

JPMorgan Chase will

apply the forgiveness amount the SBA authorized, plus all accrued interest, to the Company’s Paycheck Protection Program Loan.

The requirements under this program are established by the SBA.

All requests for Paycheck Protection Program Loan forgiveness are subject

to SBA eligibility.

The Company recorded a gain upon debt extinguishment for the year ended December 31, 2021 of $ 5,716,697 (including

accrued interest) pursuant to the forgiveness in other (expense) income on the consolidated statements of operations.

following table summarizes long-term debt:

Schedule of Long Term Debt

As of December 31,

Senior Secured Note, as amended, matures December 31, 2023

$ ( 1,934,468 )

$ ( 3,739,690 )

Delayed Draw Term Note, as amended, matures December 31, 2023

Paycheck Protection Program Loan, scheduled to mature April 6, 2022, fully forgiven June 22, 2021

$ ( 2,501,940 )

$ ( 4,098,862 )

Less current portion

( 5,744,303 )

Long-term portion

of December 31, 2021, the Company’s Delayed Draw Term Note, as amended, carrying value of $ 9,360,529 was as follows:

(1) $ 5,744,303

(including accrued interest and less unamortized discount and debt issuance costs of $ 180,365 );

and (2) $ 3,616,226 (including accrued

interest and less unamortized discount and debt issuance costs of $ 387,107 ).

following table summarizes principal maturities of long-term debt:

Schedule of Principal Maturities of Long-term Debt

Years Ending December 31,

for the years ended December 31, 2021 and 2020 with respect to interest expense related to long-term debt is provided below under the

heading Interest Expense .

following table represents interest expense:

Summary of Interest Expense

Years Ended December 31,

Amortization of debt discounts:

12% Convertible Debentures

Senior Secured Note

June 10, 2019, the Company entered into a note purchase agreement with one accredited investor, BRF Finance, an affiliated entity of

Riley, pursuant to which the Company issued to the investor a 12% senior secured note, due July 31, 2019 (the “12% Senior Secured

Note”), in the aggregate principal amount of $20,000,000, which after taking into account a B.

Riley FBR placement fee of $1,000,000

and legal fees and expenses of the investor of $135,000, resulted in the Company receiving net proceeds of $18,865,000, of which $16,500,000

was deposited into escrow to fund TheStreet Merger consideration and the balance of $2,365,000 was to be used by the Company for working

capital and general corporate purposes.

balance outstanding under the note purchase agreement was no longer outstanding as of June 14, 2019 (refer to 12% Amended Senior Secured

Notes below).

Delayed Draw Term Note

Total amortization of debt discount

Accrued and noncash converted interest:

12% Convertible Debentures

Senior Secured Note

Delayed Draw Term Note

Payroll Protection Program Loan

Promissory Note

Total accrued and noncash converted interest

Cash paid interest:

Total interest expense

Preferred Stock

Company has the authority to issue 1,000,000 shares of preferred stock, $ 0.01 par value per share, consisting of authorized and/or outstanding

shares as of December 31, 2021 as follows:

authorized shares were designated as “Series F Convertible Preferred Stock”,

none of which were outstanding.

The Series F Convertible Preferred Stock was eliminated on

September 7, 2021.

authorized shares designated as “Series G Convertible Preferred Stock” (as further

described below), of which 168,496 shares are outstanding.

authorized shares designated as “Series H Convertible Preferred Stock” (as further

described below), of which 15,066 shares are outstanding.

authorized shares were designated as “Series I Convertible Preferred Stock” on

June 27, 2019, none of which were outstanding (as further described below).

Convertible Preferred Stock was eliminated on September 7, 2021.

authorized shares were designated as “Series J Convertible Preferred Stock” on

October 4, 2019, none of which were outstanding (as further described below).

J Convertible Preferred Stock was eliminated on September 7, 2021.

authorized shares were designated as “Series K Convertible Preferred Stock” on

October 22, 2020, none of which were outstanding (as further described below).

K Convertible Preferred Stock was eliminated on September 7, 2021.

G Preferred Stock

May 30, 2000, the Company sold 1,800 shares of its Series G Convertible Preferred Stock (the “Series G Preferred Stock”),

of which 1,631.504 were converted prior to November 2001 and 168.496 shares continue to be outstanding, at a stated value of $ 1,000 per

share, convertible into 8,582 shares of the Company’s common stock.

The Series G Preferred Stock is convertible into shares of

common stock, at the option of the holder, subject to certain limitations.

The Company may require holders to convert all (but not less

than all) of the Series G Preferred Stock or buy out all outstanding shares of Series G Preferred Stock at the liquidation value of $ 168,496 .

Holders of Series G Preferred Stock are not entitled to dividends and have no voting rights, unless required by law or with respect to

certain matters relating to the Series G Preferred Stock.

a change in control, sale of or similar transaction, as defined in the Certificate of Designation for the Series G Preferred Stock, the

holder of the Series G Preferred Stock has the option to deem such transaction as a liquidation and may redeem their 168.496 shares at

the liquidation value of $ 1,000 per share, or an aggregate amount of $ 168,496 .

The sale of all the assets of the Company on June 28,

2007 triggered the redemption option.

As such redemption was not in the control of the Company, the Series G Preferred Stock has been

accounted for as if it is redeemable preferred stock and is classified on the consolidated balance sheets as a mezzanine obligation between

liabilities and stockholders’ deficiency.

H Preferred Stock

August 10, 2018 (the “Closing Date”), the Company closed on a securities purchase agreement with certain accredited investors,

pursuant to which the Company issued an aggregate of 19,399 shares of Series H Convertible Preferred Stock (the “Series H Preferred

Stock”) at a stated value of $ 1,000 , initially convertible into 2,672,176 shares of the Company’s common stock, at the option

of the holder subject to certain limitations, at a conversion rate equal to the stated value divided by the conversion price of $ 7.26

per share, for aggregate gross proceeds of $ 19,399,250 (net proceeds of $ 18,045,496 after taking into consideration issuance costs or

$ 1,353,754 ).

August 14, 2020 and August 20, 2020, the Company entered into additional securities purchase agreements for the sale of Series H Preferred

Stock with accredited investors, pursuant to which the Company issued 108 shares (after it rescinded the issuance of 2,145 shares that

were deemed null and void and repaid to certain holders on October 28, 2020), at a stated value of $ 1,000 per share, initially convertible

into 14,877 shares of the Company’s common stock at a conversion rate equal to the stated value divided by the conversion price

of $ 7.26 per share, for aggregate gross proceeds of $ 130,896 (net proceeds of $ 113,000 after taking into consideration issuance costs),

which was used for working capital and general corporate purposes.

October 31, 2020, the Company issued 389 shares of Series H Preferred Stock to James Heckman at the stated value of $ 1,000 , convertible

into 53,582 shares of the Company’s common stock, at the option of the holder subject to certain limitations at a conversion rate

equal to the stated value divided by the conversion price of $ 7.26 per share.

The shares of Series H Preferred Stock were issued in connection

with the cancellation of promissory notes payable to Mr.

Heckman in the aggregate outstanding principal amount of $ 389,000 .

number of shares issuable upon conversion of the Series H Preferred Stock will be adjusted in the event of stock splits, stock dividends,

combinations of shares and similar transactions.

Each Series H Preferred Stock votes on an as-if-converted to common stock basis, subject

to beneficial ownership blocker provisions and other certain conditions.

In addition, if at any time the Company grants, issues or sells

any common stock equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any

class of shares of common stock (the “Purchase Rights”), then a holder of the Series H Preferred Stock will be entitled to

acquire the aggregate Purchase Rights which the holder could have acquired if the holder had held the number of shares of common stock

acquirable upon complete conversion of such holder’s Series H Preferred Stock immediately before the date on which a record is

taken for the grant, issuance or sale of such Purchase Rights, subject to certain conditions, adjustments, and limitations.

All the shares

of Series H Preferred Stock automatically convert into shares of the Company’s common stock on the fifth anniversary of the Closing

Date at the conversion price of $ 7.26 per share.

shares of Series H Preferred Stock were subject to limitations on conversion into shares of the Company’s common stock until the

date that increased the number of authorized shares of its common stock to at least a number permitting all the Series H Preferred Stock

to be converted in full, which was filed on December 18, 2020, therefore this limitation was removed (as further described in Note 21).

to the registration rights agreement entered into on August 10, 2018, in connection with the securities purchase agreements, the Company

agreed to register the shares issuable upon conversion of the Series H Preferred Stock for resale by the holders.

The Company committed

to file the registration statement by no later than 75 days after the closing date and to cause the registration statement to become

effective, in general, by no later than 120 days after the closing date (or, in the event of a full review by the staff of the SEC, 150

days following the closing date).

The registration rights agreement provides for a cash payment equal to 1.0% per month of the amount

invested as partial liquidated damages, on each monthly anniversary, payable within 7 days of such event, and upon the occurrence of

certain events up to a maximum amount of 6.0% of the aggregate amount invested, subject to interest at 12.0% per annum, accruing daily,

until paid in full.

The registration rights agreements provide for Registration Rights Damages (further details are provided in Note

securities purchase agreements entered into on August 10, 2018, included a provision that requires the Company to maintain its periodic

filings with the SEC in order to satisfy the public information requirements under Rule 144(c) of the Securities Act.

If the Company

fails for any reason to satisfy the current public information requirement after 6 months of the closing date, then the Company will

be obligated to pay to each holder a cash payment equal to 1.0% of the aggregate amount invested for each 30-day period, or pro rata

portion thereof, as partial liquidated damages per month, up to a maximum of 6 months, subject to interest at the rate of 1.0% per month

until paid in full.

The securities purchase agreements provide for Public Information Failure Damages (further details are provided in

following table represents the components of the Series H Preferred Stock for the years ended and as of December 31, 2021 and 2020:

Schedule of Components of Preferred Stock

Series H Preferred

Issuance of Series H Preferred Stock at January 1, 2020

Less issuance costs

( 1,353,754 )

Net issuance of Series H Preferred Stock at January 1, 2020

Issuance of Series H Preferred Stock on August 19, 2020:

Issuance of Series H Preferred Stock (as further described below)

Less issuance costs netted from the proceeds

Net proceeds received upon issuance of Series H Preferred Stock

Conversion of Series H Preferred Stock into common stock on September 21, 2020

Issuance of Series H Preferred Stock upon conversion of promissory note on November 13, 2020 (as further described below)

Net issuance of Series H Preferred Stock during the year ended December 31, 2020

Series H Preferred Stock at December 31, 2020

Conversion of Series H Preferred Stock:

Conversion of Series H Preferred Stock into common stock on August 17, 2021

Conversion of Series H Preferred Stock into common stock on November 22, 2021

( 4,011,000 )

Conversion of Series H Preferred Stock into common stock on December 21, 2021

Total conversion of Series H Preferred Stock

( 4,530,000 )

Series H Preferred Stock at December 31, 2021

the year ended December 31, 2020, in connection with the issuance of 108 shares (issued on August 19, 2020) and 389 shares (issued on

October 31, 2020) of Series H Preferred Stock, the Company recognized a beneficial conversion feature of $ 113,000 and $ 389,000 (totaling

$ 502,000 ), respectively, for the underlying common shares since the nondetachable conversion feature was in-the-money (the conversion

price of $ 7.26 was lower than the Company’s common stock trading price of $ 18.92 and $ 16.94 at the issuance date of August 19,

2020 and October 31, 2020, respectively).

The beneficial conversion feature was recognized as a deemed dividend with an offset to additional

paid-in capital.

Company recorded the issuance of shares of the Company’s common stock upon conversion of the Series H Preferred Stock of 624,111

during the years ended December 31, 2021 and

2020, respectively, on the consolidated statements of stockholders’ deficiency.

I Preferred Stock

June 28, 2019, the Company closed on a securities purchase agreement with certain accredited investors, pursuant to which the Company

issued an aggregate of 23,100 shares of Series I Convertible Preferred Stock (the “Series I Preferred Stock”) at a stated

value of $ 1,000 , initially convertible into 2,100,000 shares of the Company’s common stock at a conversion rate equal to the stated

value divided by the conversion price of $ 11.00 per share, for aggregate gross proceeds of $ 23,100,000 (net proceeds of $ 19,699,742 after

taking into consideration issuance costs of $ 1,459,858 and Liquidated Damages recognized upon issuance of $ 1,940,400 ).

Each Series I

Preferred Stock votes on an as-if-converted to common stock basis, subject to certain conditions.

to the registration rights agreements entered into in connection with the securities purchase agreements on June 28, 2019, the Company

agreed to register the shares issuable upon conversion of the Series I Preferred Stock for resale by the investors.

The Company committed

to file the registration statement no later than the 30th calendar day following the date the Company files (i) its Annual Report on

Form 10-K for the fiscal year ended December 31, 2018, (ii) all its required quarterly reports on Form 10-Q since the quarter ended September

30, 2018 through September 30, 2019, and (iii) current Form 8-K in connection with the acquisitions of TheStreet and its license with

ABG, with the SEC, but in no event later than December 1, 2019.

The Company committed to cause the registration statement to become effective

by no later than 90 days after December 1, 2019, subject to certain conditions and upon the occurrence of certain events up to a maximum

amount of 6 % of the aggregate amount invested.

The registration rights agreements provide for Registration Rights Damages (further details

are provided in Note 15).

securities purchase agreements included a provision that requires the Company to maintain its periodic filings with the SEC in order

to satisfy the public information requirements under Rule 144(c) of the Securities Act.

If the Company fails for any reason to satisfy

the current public information requirement after 6 months of the closing date, then the Company will be obligated to pay to each holder

a cash payment equal to 1.0% of the aggregate amount invested for each 30-day period, or pro rata portion thereof, as partial liquidated

damages per month, up to a maximum of 6 months, subject to interest at the rate of 1.0% per month until paid in full.

The securities

purchase agreements provide for Public Information Failure Damages (further details are provided in Note 15).

Company recognized a portion of the Liquidated Damages pursuant to the registration rights and securities purchase agreements in connection

with the Series I Preferred Stock at the time of issuance as it was deemed probable the obligations would not be satisfied when the financing

was completed (further details are presented in the table below).

following table represents the components of the Series I Preferred Stock as of and for the year ended December 31, 2020:

Schedule of Components of Preferred Stock

Series I Preferred Stock Components

Issuance of Series I Preferred Stock at January 1, 2020

Less costs recognized upon issuance:

Issuance costs incurred upon issuance

( 1,459,858 )

Liquidated Damages recognized upon issuance

( 1,940,400 )

Total issuance costs and Liquidated Damages

( 3,400,258 )

Net issuance of Series I Preferred Stock at January 1, 2020

Conversion of Series I Preferred Stock into common stock on December 18, 2020 (as further described below)

( 19,699,742 )

Series I Preferred Stock at December 31, 2020

the shares of Series I Preferred Stock converted automatically into shares of the Company’s common stock on December 18, 2020,

as a result of the increase in the number of authorized shares of the Company’s common stock (as further described in Note 21).

Upon conversion the Company recognized a beneficial conversion feature of $ 5,082,000 for the underlying common shares since the nondetachable

conversion feature was in-the-money (the conversion price of $ 11.00 was lower than the Company’s common stock trading price of

$ 13.42 at the conversion date).

The beneficial conversion feature was recognized as a deemed dividend with an offset to additional paid-in

Company recorded the issuance of shares of the Company’s common stock upon conversion of the Series I Preferred Stock of 2,100,000

during the year ended December 31, 2020 on the consolidated statements of stockholders’ deficiency.

J Preferred Stock

October 7, 2019, the Company closed on a securities purchase agreement with certain accredited investors, pursuant to which the Company

issued an aggregate of 20,000 shares of Series J Convertible Preferred Stock (the “Series J Preferred Stock”) at a stated

value of $ 1,000 , initially convertible into 1,299,091 shares of the Company’s common stock at a conversion rate equal to the stated

value divided by the conversion price of $ 15.40 per share, for aggregate gross proceeds of $ 20,000,000 (net proceeds of $ 17,739,996 after

taking into consideration issuance costs of $ 580,004 and Liquidated Damages recognized upon issuance of $ 1,680,000 ).

to the registration rights agreements entered into in connection with the securities purchase agreements on October 7, 2019, the Company

agreed to register the shares issuable upon conversion of the Series J Preferred Stock for resale by the investors.

The Company committed

to file the registration statement no later than the 30th calendar day following the date the Company files (i) its Annual Report on

Form 10-K for the fiscal year ended December 31, 2018, (ii) all its required quarterly reports on Form 10-Q since the quarter ended September

30, 2018 through September 30, 2019, and (iii) current Form 8-K in connection with the acquisition of TheStreet, and other acquisitions

during 2018, and its license with ABG, with the SEC, but in no event later than March 31, 2020.

The Company committed to cause the registration

statement to become effective by no later than 90 days after March 31, 2020, subject to certain conditions and upon the occurrence of

certain events up to a maximum amount of 6 % of the aggregate amount invested.

The registration rights agreements provide for Registration

Rights Damages (further details are provided in Note 15).

Company recognized a portion of the Liquidated Damages pursuant to the registration rights and securities purchase agreements in connection

with the Series J Preferred Stock at the time of issuance as it was deemed probable the obligations would not be satisfied when the financing

was completed (further details are presented in the table below).

September 4, 2020, the Company closed on securities purchase agreements with two accredited investors, pursuant to which the Company

issued an aggregate of 10,500 shares of Series J Preferred Stock at a stated value of $ 1,000 per share, initially convertible into 682,023

shares of the Company’s common stock at a conversion rate equal to the stated value divided by the conversion price of $ 15.40 ,

for aggregate gross proceeds of $ 6,000,000 , which was used for working capital and general corporate purposes.

to a registration rights agreement entered into in connection with the securities purchase agreements on September 4, 2020, the Company

agreed to register the shares issuable upon conversion of the Series J Preferred Stock for resale by the investors.

The Company committed

to file the registration statement by no later than the 30th calendar day following the date the Company files its (a) Annual Reports

on Form 10-K for the fiscal year ended December 31, 2018 and December 31, 2019, (b) all its required Quarterly Reports on Form 10-Q since

the quarter ended September 30, 2018, through the quarter ended September 30, 2020, and (c) any Form 8-K Reports that the Company is

required to file with the SEC;

but in no event later than April 30, 2021 (the “Filing Date”).

The Company also committed

to cause the registration statement to become effective by no later than 60 days after the Filing Date (or, in the event of a full review

by the staff of the SEC, 120 days following the Filing Date) and upon the occurrence of certain events up to a maximum amount of 6 % of

the aggregate amount invested.

The registration rights agreements provide for Registration Rights Damages (further details are provided

number of shares issuable upon conversion of the Series J Preferred Stock will be adjusted in the event of stock splits, stock dividends,

combinations of shares and similar transactions.

Each share of Series J Convertible Preferred Stock votes on an as-if-converted to common

stock basis, subject to certain conditions.

securities purchase agreements included a provision that requires the Company to maintain its periodic filings with the SEC in order

to satisfy the public information requirements under Rule 144(c) of the Securities Act.

If the Company fails for any reason to satisfy

the current public information requirement after 6 months of the closing date, then the Company will be obligated to pay to each holder

a cash payment equal to 1.0% of the aggregate amount invested for each 30-day period, or pro rata portion thereof, as partial liquidated

damages per month, up to a maximum of 6 months, subject to interest at the rate of 1.0% per month until paid in full.

The securities

purchase agreements provide for Public Information Failure Damages (further details are provided in Note 15).

following table represents the components of the Series J Preferred Stock for the years ended and as of December 31, 2020:

Schedule of Components of Preferred Stock

Series J Preferred

Issuance of Series J Preferred Stock at January 1, 2020

Less costs recognized upon issuance:

Issuance costs incurred upon issuance

Liquidated Damages recognized upon issuance

( 1,680,000 )

Total issuance costs and Liquidated Damages

( 2,260,004 )

Net issuance of Series J Preferred Stock at January 1, 2020

Issuance of Series J Preferred Stock on September 4, 2020

Net Issuance of Series J Preferred Stock prior to conversion on December 18, 2020

Conversion of Series J Preferred Stock into common stock on December 18, 2020 (as further described below)

( 23,739,996 )

Series I Preferred Stock at December 31, 2020

the shares of Series J Preferred Stock converted automatically into shares of the Company’s common stock on December 18, 2020,

as a result of the increase in the number of authorized shares of the Company’s common stock (as further described in Note 21).

Upon conversion the Company recognized a beneficial conversion feature of $ 586,545 for the underlying common shares since the nondetachable

conversion feature was in-the-money (the effective conversion price of $ 8.80 for the issuance of Series J Preferred Stock on September

4, 2020 (these shares were issued at a discount) was lower than the Company’s common stock trading price of $ 13.42 at the conversion

The beneficial conversion feature was recognized as a deemed dividend with an offset to additional paid-in capital.

Company recorded the issuance of shares of the Company’s common stock upon conversion of the Series J Preferred Stock of 1,981,114

during the year ended December 31, 2020 on the consolidated statements of stockholders’ deficiency.

K Preferred Stock

October 23, 2020 and November 11, 2020, the Company closed on several securities purchase agreements with accredited investors, pursuant

to which the Company issued an aggregate of 18,042

shares of Series K Convertible Preferred Stock”

(the “Series K Preferred Stock”) at a stated value of $ 1,000 ,

initially convertible into 2,050,228

shares of the Company’s common stock

at a conversion rate equal to the stated value divided by the conversion price of $ 8.80

per share, for aggregate gross proceeds of $ 18,042,000 .

The number of shares issuable upon conversion of the Series K Preferred Stock will be adjusted in the event of stock splits, stock dividends,

combinations of shares and similar transactions.

Each Series K Preferred Stock votes on an as-if-converted to common stock basis, subject

to certain conditions.

consideration for its services as placement agent, the Company paid B.

Riley FBR a cash fee of $ 560,500 .

The Company used approximately

$ 3.4 million of the net proceeds from the financing to partially repay the Delayed Draw Term Note and used approximately $ 2.6 million

for payment on a prior investment, with the remainder of approximately $ 11.5 million for working capital and general corporate purposes.

to a registration rights agreement entered into in connection with the securities purchase agreements, the Company agreed to register

the shares issuable upon conversion of the Series K Preferred Stock for resale by the investors.

The Company committed to file the registration

statement by no later than the 30th calendar day following the date the Company files its (a) Annual Reports on Form 10-K for the fiscal

year ended December 31, 2018 and December 31, 2019, (b) all its required Quarterly Reports on Form 10-Q since the quarter ended September

30, 2018, through the quarter ended September 30, 2020, and (c) any Form 8-K Reports that the Company is required to file with the SEC;

provided, however, if such 30th calendar day is on or after February 12, 2021, then such 30th calendar date shall be tolled until the

30th calendar day following the date that the Company files its Annual Report on Form 10-K for the fiscal year ended December 31, 2020

(the “Filing Date”).

The Company also committed to cause the registration statement to become effective by no later than

90 days after the Filing Date (or, in the event of a full review by the staff of the SEC, 120 days following the Filing Date) and upon

the occurrence of certain events up to a maximum amount of 6 % of the aggregate amount invested.

The registration rights agreements provide

for Registration Rights Damages (further details are provided in Note 15).

securities purchase agreements included a provision that requires the Company to maintain its periodic filings with the SEC in order

to satisfy the public information requirements under Rule 144(c) of the Securities Act.

If the Company fails for any reason to satisfy

the current public information requirement after 6 months of the closing date, then the Company will be obligated to pay to each holder

a cash payment equal to 1.0% of the aggregate amount invested for each 30-day period, or pro rata portion thereof, as partial liquidated

damages per month, up to a maximum of 6 months, subject to interest at the rate of 1.0% per month until paid in full.

The securities

purchase agreements provide for Public Information Failure Damages (further details are provided in Note 15).

following table represents the components of the Series K Preferred Stock as of and for the year ended December 31, 2020:

Schedule of Components of Preferred Stock

Series K Preferred

Stock Components

Issuance of Series K Preferred Stock:

Issuance of Series K Preferred Stock on October 23, 2020

Issuance of Series K Preferred Stock on October 28, 2020

Issuance of Series K Preferred Stock on November 11, 2020

Total issuance of Series K Preferred Stock

Less issuance costs:

Cash paid to B.

Riley FBR as placement fee

Legal fees and other costs

Total issuance costs

Net issuance of Series K Preferred Stock prior to conversion on December 18, 2020

Conversion of Series K Preferred Stock to common stock on December 18, 2020 (as further described below)

( 17,481,500 )

Series K Preferred Stock at December 31, 2020

the shares of Series K Preferred Stock converted automatically into shares of the Company’s common stock on December 18, 2020,

as a result of the increase in the number of authorized shares of the Company’s common stock (as further described in Note 21).

Upon conversion the Company recognized a beneficial conversion feature of $ 9,472,050 for the underlying common shares since the nondetachable

conversion feature was in-the-money (the conversion price of $ 8.80 was lower than the Company’s common stock trading price of $ 13.42

at the conversion date).

The beneficial conversion feature was recognized as a deemed dividend with an offset to additional paid-in capital.

Company recorded the issuance of shares of the Company’s common stock upon conversion of the Series K Preferred Stock of 2,050,228

during the year ended December 31, 2020 on

the consolidated statements of stockholders’ deficiency.

L Preferred Stock

May 4, 2021, a special committee of the Board declared a dividend of one preferred stock purchase right to be paid to the stockholders

of record at the close of business on May 14, 2021 for (i) each outstanding share of the Company’s common stock and (ii) each share

of the Company’s common stock issuable upon conversion of each share of the Company’s Series H Preferred Stock.

Each preferred

stock purchase right entitles the registered holder to purchase, subject to a rights agreement, from the Company one one-thousandth of

a share of the Company’s newly created Series L Junior Participating Preferred Stock, par value $ 0.01

per share (the “Series L Preferred Stock”),

at a price of $ 4.00 ,

subject to certain adjustments.

Series L Preferred Stock will be entitled, when, as and if declared, to a preferential per share quarterly dividend payment equal to

the greater of (i) $1.00 per share or (ii) 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate

per share amount (payable in kind) of all non-cash dividends or other distributions paid to the holders of the Company’s common

The Series L Preferred Stock will be entitled to 1,000 votes on all matters submitted to a vote of the stockholders of the Company.

In the event of any merger, consolidation or other transaction in which shares of the Company’s common stock are converted or exchanged,

the Series L Preferred Stock will be entitled to receive 1,000 times the amount received per one share of the Company’s common

stock (further details are provided under the heading Series L Preferred Stock in Note 28).

Stockholders’ Deficiency

Company has the authority to issue 1,000,000,000 shares of common stock, $ 0.01 par value per share as the result of filing on December

18, 2020, a Certificate of Amendment with the Secretary of the State of Delaware to increase the number of authorized shares of its common

stock from 100,000,000 shares to 1,000,000,000 shares.

Stock Private Placement

Placement – On May 20, 2021 and May 25, 2021, the Company entered into securities purchase agreements with several accredited

investors, pursuant to which the Company sold an aggregate of 974,351

shares of its common stock, at a per share price

for aggregate gross proceeds of $ 15,005,000

in a private placement.

On June 2, 2021, the

Company entered into a securities purchase agreement with an accredited investor, pursuant to which the Company sold an aggregate of

shares of its common stock, at a per share price

for gross proceeds of $ 5,000,000

in a private placement that was in addition to

the closings that occurred on May 20, 2021 and May 25, 2021.

After payment of legal fees and expenses the investors of $ 167,243 ,

of which $ 100,000

was paid in cash to B.

Riley, the Company received

net proceeds of $ 19,837,757 .

The Company used the proceeds for general corporate purposes.

to the registration rights agreements entered into in connection with the securities purchase agreements, the Company agreed to register

the shares of the Company’s common stock issued in the private placements.

The Company registered those shares of the Company’s

common stock issued in the private placements on behalf of the selling stockholders that notified the Company that they wanted to have

their shares registered by filing a registration statement, which was declared effective by the SEC on November 29, 2021.

security purchase agreements included a provision that requires the Company to maintain its periodic filings with the SEC in order to

satisfy the public information requirements under Rule 144(c) of the Securities Act.

If the Company fails for any reason to satisfy the

current public information requirement at any time during the period commencing from the twelve (12) month anniversary of the date the

Company becomes current in its filing obligations and ending at such time that all of the common stock may be sold without the requirement

for the Company to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, if the

Company (i) shall fail for any reason to satisfy the current public information requirement under Rule 144(c) or (ii) has ever been an

issuer described in Rule 144(i)(1)(i) or becomes an issuer in the future, and the Company shall fail to satisfy any condition set forth

in Rule 144(i)(2) (a “Public Information Failure”) then, in addition to such purchaser’s other available remedies,

the Company shall pay to a purchaser, in cash, as partial liquidated damages and not as a penalty, an amount in cash equal to one percent

(1.0%) of the aggregate subscription amount of the purchaser’s shares then held by the purchaser on the day of a Public Information

Failure and on every thirtieth (30th) day (pro-rated for periods totaling less than thirty days) thereafter until the earlier of (a)

the date such Public Information Failure is cured up to a maximum of five (5) 30-day periods and (b) such time that such public information

is no longer required for the purchasers to transfer the shares pursuant to Rule 144.

Public Information Failure Damages shall be paid

on the earlier of (i) the last day of the calendar month during which such Public Information Failure Damages are incurred and (ii) the

third (3rd) business day after the event or failure giving rise to the Public Information Failure Damages is cured.

In the event the

Company fails to make Public Information Failure Damages in a timely manner, such Public Information Failure Damages shall bear interest

at the rate of 1.0% per month (prorated for partial months) until paid in full.

– In connection with the asset acquisition of LiftIgniter, the Company issued 11,667

shares of the Company’s common stock pursuant

to the restricted stock units granted at the acquisition date.

Services – In connection with entering into a services agreement, the Company issued 14,205 shares of the Company’s common

stock that were recorded at the trading price of the Company’s at the issuance date of $ 8.80 on January 21, 2021.

Stock to be Issued

connection with the merger of Say Media on December 12, 2018, the Company issued 129,880 shares of the Company’s common stock during

the year ended December 31, 2020 out of the total shares required to be issued of 230,326 .

As of December 31, 2021 and 2020, 46,406 shares

of the Company’s common stock have not been issued and are to be issued.

connection with a closing of a private placement on January 4, 2018, MDB, as the placement agent, was entitled to receive 2,728 shares

of the Company’s common stock that have not been issued as of December 31, 2021 and 2020.

Further, the 2,728 shares of common stock

to be issued were subject to Liquidated Damages (see Note 15).

January 1, 2020, the Company issued 25,569 shares of its common stock as restricted stock awards to certain members of the Board subject

to continued service with the Company.

The awards vest over a twelve-month period from the grant date and the estimated fair value of

these shares is being recognized as compensation expense over the vesting period of the award (see Note 22).

December 31, 2020, the Company modified certain restricted stock awards and units, which were previously issued to certain employees

in connection with the HubPages merger, where the Company agreed to repurchase the underlying common stock of the restricted stock awards

at a specified price and forfeited any unvested awards.

Pursuant to certain terms of the amendment, the Company agreed to repurchase

48,389 shares of the Company’s stock that were issued as restricted stock awards and forfeited the restricted stock units (as further

described in Note 12).

terms under which the restricted stock awards and units were granted are summarized as follows:

Company issued a total of 109,091 shares of common stock to certain key personnel of HubPages

who agreed to continue their employment, as restricted stock awards, subject to a repurchase

right and vesting in connection with the merger that were fair valued upon issuance by an

independent appraisal firm;

repurchase right, which expired in March 2019 unexercised, gave the Company the option to

repurchase a certain number of shares at par value based on a performance condition as defined

in the terms of the merger agreement;

shares were subject to vesting over twenty-four equal monthly installments beginning September

23, 2019, and ending September 23, 2021;

restricted stock awards provided for a true-up period (in general, the true-up period was

for 13 months after the consummation of the merger until 90 days following completion of

vesting, or July 30, 2021) that if the common stock was sold for less than $2.50 the holder

would receive, subject to certain conditions, additional shares of common stock (i.e.

restricted stock units) up to a maximum of the number of shares originally received (or 109,091

in aggregate to all holders) for the shares that re-sold for less than $2.50, which was settled

on May 31, 2019 (as further described in Note 22) ;

the year ended December 31, 2021, the Company issued an aggregate of 48,856 shares of its common stock as restricted stock awards to

certain members of the Board subject to continued service with the Company.

The awards generally vest over a twelve-month period (or

shorter if granted after January 1, 2021 so that the awards are fully vested as of December 31, 2021) from the grant date and the estimated

fair value of these shares is being recognized as compensation expense over the vesting period of the award (see Note 22).

June 4, 2021, in connection with the merger of The Spun, the Company issued an aggregate of 194,806 restricted stock awards of the Company’s

common stock, with one-half of the shares vesting on the first anniversary of the closing date and the remaining one-half of the shares

vesting on the second anniversary of the closing date.

The vesting of the restricted stock awards are subject to the continued employment

of certain selling employees and the estimated fair value of these awards are being recognized as compensation expense over the vesting

period of the award (see Note 22).

otherwise stated, the fair value of a restricted stock award is determined based on the number of shares granted and the quoted price

of the Company’s common stock on the date issued.

summary of the restricted stock award activity during the years ended December 31, 2021 and 2020 is as follows:

Summary of Restricted Stock Award Activity

Number of Shares

Restricted stock awards outstanding at January 1, 2020

Subject to repurchase

Restricted stock awards outstanding at December 31, 2020

Exchange of shares

Restricted stock awards outstanding at December 31, 2021

Company permitted an exchange of 4,035 shares from vested restricted stock awards for the exercise of 7,893 common stock options (issued

under the 2019 Plan, see Note 22) for the recorded net exercise of common stock options of 3,858 shares during the year ended December

31, 2021, on the consolidated statements of stockholders’ deficiency.

Company recorded forfeited unvested restricted stock awards and/or forfeited vested restricted stock awards used for tax withholding

of 11,190 ( 6,835 forfeited awards and 4,355 used for tax withholding) and 52,129 ( 18,182 forfeited awards and 33,947 used for tax withholding)

during the years ended December 31, 2021 and 2020, respectively, on the consolidated statements of stockholders’ deficiency.

October 7, 2021, the Company modified certain restricted stock awards upon the resignation of certain board members from the Board as

restricted stock awards that were issued to certain members of the Board were modified to

accelerate the vesting upon resignation from the Board, resulting in incremental cost of

$ 41,667 (recognized at the modification date).

December 11, 2019, the Company modified the vesting provisions of 90,910 restricted stock awards, issued in connection with the Say Media

merger, to remove certain repurchase rights, such that they will vest six equal installments at four-month intervals on the twelfth of

each month, starting on December 12, 2019, with the final vesting date on August 12, 2021.

Compensation expense was recognized over the

vesting period of the awards.

with respect to stock-based compensation cost and unrecognized stock-based compensation cost related to the restricted stock awards is

provided under the heading Stock-Based Compensation in Note 22.

Stock Warrants

issued to purchase shares of the Company’s common stock to MDB, L2, Strome, and B.

Riley (collectively the “Financing Warrants”)

are described below.

Warrants – On October 19, 2017, the Company issued warrants to MDB (the “MDB Warrants”) who acted as placement

agent in connection with a private placement of its common stock, to purchase 5,435 shares of common stock.

The warrants have an exercise

price of $ 25.30 per share, subject to customary anti-dilution adjustments and exercisable for a period of five years .

January 4, 2018, the Company issued warrants to MDB which acted as placement agent in connection with a private placement of its common

stock, to purchase 2,728 shares of common stock.

The warrants have an exercise price of $ 55.00 per share, subject to customary anti-dilution

adjustments, and may, in the event there is no effective registration statement covering the re-sale of the warrant shares, be exercised

on a cashless basis, exercisable for a period of five years.

Warrants exercisable for a total of 8,163 shares of the Company’s common stock were outstanding as of December 31, 2021 (as further

detailed below).

Warrants – On June 15, 2018, the Company modified the two securities purchase agreements dated January 4, 2018 and March 30,

2018 with Strome Mezzanine Fund LP (“Strome”).

As consideration for such modification, the Company issued warrants to Strome

(the “Strome Warrants”) to purchase 68,182

shares of common stock, exercisable at price

per share (as amended), which were carried on

the consolidated balance sheets as a derivative liability at fair value, as adjusted at each period-end since, among other criteria,

delivery of unregistered shares was precluded upon exercise (see Note 17).

Strome Warrants are exercisable for a period of five years, subject to customary anti-dilution adjustments, and may, in the event there

is no effective registration statement covering the resale of the warrant shares, be exercised on a cashless basis in certain circumstances.

Riley Warrants – On October 18, 2018, the Company issued warrants to B.

Riley (the “B.

Riley Warrants”) to purchase

up to 39,773 shares of the Company’s common stock, with an original exercise price of $ 22.00 per share (subsequently adjusted to

$ 7.26 ), subject to customary anti-dilution adjustments, which were carried on the consolidated balance sheets as a derivative liability

at fair value, as adjusted at each period-end since, among other criteria, delivery of unregistered shares was precluded upon exercise

(see Note 17).

Riley Warrants are exercisable for a period of five years, subject to customary anti-dilution adjustments, and may, in the event,

at any time after the six-month anniversary of the issuance of the warrants, if there is no effective registration statement covering

the re-sale of the shares of common stock underlying the warrants, the warrants may be exercised on a cashless basis.

summary of the Financing Warrants activity during the years ended December 31, 2021 and 2020 is as follows:

Summary of Warrant Activity

Financing Warrants outstanding at January 1, 2020

Financing Warrants outstanding at December 31, 2020

Financing Warrants outstanding at December 31, 2021

Financing Warrants exercisable at December 31, 2021

intrinsic value of exercisable but unexercised in-the-money Financing Warrants as of December 31, 2021 was $ 481,253 , based on a fair

market value of the Company’s common stock of $ 14.08 per share on December 31, 2021.

Financing Warrants outstanding and exercisable classified within the statement of stockholders’ deficiency as of December 31, 2021

are summarized as follows:

Schedule of Common Stock Financing Warrants Outstanding and Exercisable

Exercise Price

Expiration Date

Total Exercisable

Strome Warrants

June 15, 2023

Riley Warrants

October 18, 2025

October 19, 2022

Total outstanding and exercisable

Warrants – On October 26, 2020, the Company exchanged 6,819 of Publisher Partner Warrants (as further described under the heading

Publisher Partner Warrants ) granted to AllHipHop, LLC (“AllHipHop”) for shares of the Company’s common stock

that were originally granted on December 20, 2017 with an exercise price of $ 45.76 , for an aggregate of 5,681 new warrants for shares

of the Company’s common stock with an exercise price of $ 14.30 (the “AllHipHop Warrants”) for the surrender and termination

of the original warrants granted (the “Exchange”) (further details are provided in Note 22).

AllHipHop Warrants are exercisable for a period of five years, subject to customary anti-dilution adjustments, and may be exercised on

a cashless basis.

Partner Warrants – On December 19, 2016, the Board approved up to 227,273

stock warrants to issue shares of the Company’s

common stock to provide equity incentive to its Publisher Partners (the “Publisher Partner Warrants”) to motivate and reward

them for their services to the Company and to align the interests of the Publisher Partners with those of stockholders of the Company.

On August 23, 2018, the Board approved a reduction of the number of warrant reserve shares from 227,273

The issuance of the Publisher Partner Warrants is

administered by management and approved by the Board.

with respect to stock-based compensation cost and unrecognized stock-based compensation cost related to the Publisher Partner Warrants

is provided in Note 22.

Warrants – On June 14, 2019, the Company issued 999,540

warrants to acquire the Company’s common

stock to ABG in connection with the Sports Illustrated Licensing Agreement, expiring in ten

Half the warrants have an exercise price

per share (the “$9.24 Warrants”).

The other half of the warrants have an exercise price of $ 18.48

per share (the “$18.48 Warrants”).

The warrants provide for the following:

40% of the $9.24 Warrants and 40% of the $18.48 Warrants vest in equal monthly increments over a period of two years beginning on the

one year anniversary of the date of issuance of the warrants (any unvested portion of such warrants to be forfeited by ABG upon certain

terminations by the Company of the Sports Illustrated Licensing Agreement) (the “Time-Based Warrants”);

(2) 60% of the $9.24

Warrants and 60% of the $18.48 Warrants vest based on the achievement of certain performance goals for the licensed brands in calendar

years 2020, 2021, 2022, or 2023;

(3) under certain circumstances the Company may require ABG to exercise all (and not less than all)

of the warrants, in which case all of the warrants will be vested;

(4) all of the warrants automatically vest upon certain terminations

of the Licensing Agreement by ABG or upon a change of control of the Company (the “Performance-Based Warrants”);

ABG has the right to participate, on a pro-rata basis (including vested and unvested warrants, exercised or unexercised), in any future

equity issuance of the Company (subject to customary exceptions).

June 4, 2021, the Company amended certain ABG Warrants in exchange for additional benefits under the Sports Illustrated licensing agreement

exercise price of 99,954 Time-Based Warrants (50% of the original warrants granted totaling

199,908 ) were adjusted from $ 18.48 to $ 7.26 per share as adjusted for any stock splits, combinations,

stock dividends, reclassifications, recapitalizations and other similar events, resulting

in incremental cost of $ 417,807 (to be recognized over the remaining vesting period, or through

June 14, 2022) measured by an independent appraisal by calculating the fair value of the

amended warrant over the calculated fair value of the original warrant immediately before

the modification, with the excess fair value of the amended warrant recognized as additional

compensation cost at the modification date, or the incremental cost, since the modification

did not change the expectation that the award would ultimately vest (probable-to-probable).

exercise price of 149,931 Performance-Based Warrants (50% of the original warrants granted

totaling 299,862 ) were adjusted from $ 18.48 to $ 9.24 per share as adjusted for any stock

splits, combinations, stock dividends, reclassifications, recapitalizations and other similar

events, resulting in incremental cost of $ 618,465 (to be recognized over the remaining vesting

period, or through December 31, 2023) measured by an independent appraisal by calculating

the fair value of the amended warrant over the calculated fair value of the original warrant

immediately before the modification, with the excess fair value of the amended warrant recognized

as additional compensation cost at the modification date, or the incremental cost, since

the modification did not change the expectation that the award would ultimately vest (probable-to-probable).

with respect to stock-based compensation cost and unrecognized stock-based compensation cost related to the ABG Warrants is provided

Stock–Based Compensation

Plan – On December 19, 2016, the Board adopted the 2016 Stock Incentive Plan (the “2016 Plan”).

The purpose of

the 2016 Plan is to advance the interests of the Company and its stockholders by enabling the Company and its subsidiaries to attract

and retain qualified individuals through opportunities for equity participation in the Company, and to reward those individuals who contribute

to the Company’s achievement of its economic objectives.

The 2016 Plan allows the Company to grant statutory and non-statutory

common stock options, and restricted stock awards (collectively the “common stock awards”) to acquire shares of the Company’s

common stock to the Company’s employees, directors and consultants.

Shares subject to an award that lapse, expire, are forfeited

or for any reason are terminated unexercised or unvested will automatically again become available for issuance under the 2016 Plan.

Stock awards issued under the 2016 Plan may have a term of up to ten years and may have variable vesting provisions consisting of time-based

and performance-based.

March 28, 2018, the Board approved an increase in the number of shares of the Company’s common stock reserved for grant pursuant

to the 2016 Plan from 136,363 shares to 227,272 shares.

On August 23, 2018, the Board increased the authorized number of shares of common

stock under the 2016 Plan from 227,272 shares to 454,545 shares.

The Company’s stockholders approved the increase in the number

of shares authorized under the 2016 Plan on April 3, 2020.

The issuance of common stock awards under the 2016 Plan is administered by

the Company and approved by the Board.

estimated fair value of the common stock awards is recognized as compensation expense over the vesting period of the award.

fair value of common stock awards granted during the year ended December 31, 2020 were calculated using the Black-Scholes option pricing

model under the Probability Weighted Scenarios utilizing the following assumptions:

Schedule of Fair Value of Stock Options Assumptions

Risk-free interest rate

Expected dividend yield

Expected volatility

Expected life

summary of the common stock award activity during the years ended December 31, 2021 and 2020 is as follows:

Summary of Stock Option Activity

Common stock awards outstanding at January 1, 2020

Common stock awards outstanding at December 31, 2020

Common stock awards outstanding at December 31, 2021

Common stock awards exercisable at December 31, 2021

Common stock awards not vested at December 31, 2021

Common stock awards available for future grants at December 31, 2021

aggregate grant date fair value of common stock awards granted during the years ended December 31, 2021 was $ 173,934 .

January 8, 2021, the Company modified certain common stock awards as follows:

common stock option grants that were subject to performance-vesting (revenue targets) were

modified to remove the performance-vesting conditions and fully vest the award at the modification

date with no further service requirement, resulting in incremental cost of $ 35,352 (recognized

at the modification date).

common stock option grants were that were subject to performance-vesting (publishing onboarding

targets) were modified to remove the performance-vesting conditions and fully vest the award

at the modification date with no further service requirement, resulting in no incremental

June 3, 2021, the Company modified certain common stock awards in connection with a consulting agreement entered into on August 26, 2020,

as amended on June 3, 2021, which extended to consulting term through August 26, 2022 (the “Amended Consulting Agreement”),

common stock option grants that were time-vesting were modified to permit the common stock

options to be exercisable for their full term, or 10-years, resulting in no incremental cost.

October 7, 2021, the Company modified certain common stock awards upon the resignation of certain board members from the Board as follows:

common stock option grants that were fully vested and subject time-vesting were modified

to permit an extension of the exercise period for 2-years, or through October 7, 2023, resulting

in no incremental cost.

intrinsic value of exercisable but unexercised in-the-money common stock awards as of December 31, 2021 was $ 384,720

based on a fair market value of the Company’s

common stock of $ 14.08 per

share on December 31, 2021.

exercise prices under the 2016 Plan for the common stock awards outstanding and exercisable are as follows as of December 31, 2021:

Schedule of Exercise Prices of Common Stock Options

Under $ 11.00

with respect to stock-based compensation cost and unrecognized stock-based compensation cost related to the common stock awards is provided

under the heading Stock-Based Compensation .

Equity Awards

Plan – On April 4, 2019, the Board adopted the 2019 Equity Incentive Plan (the “2019 Plan”).

The purpose of the

2019 Plan is to retain the services of our directors, employees, and consultants and align the interests of these individuals with the

interests of our stockholders through awards of stock options, restricted stock awards, restricted stock units, unrestricted stock awards,

and stock appreciation rights (collectively the “common equity awards”).

Certain common equity awards require the achievement

of certain price targets of the Company’s common stock.

Shares subject to a common equity award that lapse, expire, are forfeited

or for any reason are terminated unexercised or unvested will automatically again become available for issuance under the 2019 Plan.

Common stock options issued under the 2019 Plan may have a term of up to ten years and may have variable vesting provisions consisting

of time-based, performance-based, or market-based.

Company’s stockholders approved the 2019 Plan and the maximum number of shares authorized of 3,863,636 under the 2019 Plan on April

On February 18, 2021, the Board increased the authorized number of shares of common stock under the 2019 Plan from 3,863,637

shares to 8,409,090 shares.

The issuance of common equity awards under the 2019 Plan is administered by the Company and approved by the

Prior to December 18, 2020, the Company did not have sufficient authorized but unissued shares of common stock to allow for the

exercise of these common equity awards granted;

accordingly, any common equity awards granted were considered unfunded and were not exercisable

until sufficient common shares were authorized (further details are provided in Note 21).

the years ended December 31, 2021 and 2020, the Company issued restricted stock units of shares of the Company’s common stock of

1,677,680 and 147,728 , respectively, to senior management under the 2019 Plan, subject to vesting and other terms and conditions.

estimated fair value of the common equity awards is recognized as compensation expense over the vesting period of the award.

otherwise stated, the fair value of a restricted stock unit is determined based on the number of shares granted and the quoted price

of the Company’s common stock on the date issued.

fair value of common equity awards granted during the years ended December 31, 2021 and 2020 were calculated using the Black-Scholes

option pricing model for the time-based and performance-based awards by an independent appraisal firm under the Probability Weighted

Scenarios utilizing the following assumptions:

Schedule of Fair Value of Stock Options Assumptions

December 31, 2021

December 31, 2020

Risk-free interest rate

0.16 % - 1.48 %

0.20 % - 0.79 %

Expected dividend yield

Expected volatility

65.00 % - 90.00 %

133.00 % - 140.00 %

61.00 % - 91.00 %

61.00 % - 142.00 %

Expected life

3.0 – 6.0 years

3.0 – 6.7 years

summary of the common equity award activity during the years ended December 31, 2021 and 2020 is as follows:

Summary of Stock Option Activity

Common equity awards outstanding at January 1, 2020

Common equity awards outstanding at December 31, 2020

Common equity awards outstanding at December 31, 2021 (1)

Common equity awards exercisable at December 31, 2021

Common equity awards not vested at December 31, 2021 (1)

Common equity awards available for future grants at December 31, 2021 (2)

(1) Includes 1,814,044

restricted stock units outstanding

(2) Excludes 70,465 restricted stock awards vested as of December 31, 2021 that were issued under the 2019 Plan

aggregate grant date fair value for the common equity awards granted during the years ended December 31, 2021 and 2020 was $ 58,093,478

and $ 11,180,642 , respectively.

January 8, 2021, the Company modified certain common equity awards as follows:

common stock option grants that were issued to senior management were subject to market-based

vesting (stock price targets) with a time-vesting overlay were modified to remove the market-based

conditions with only the time-vesting condition remaining after the modification, resulting

in incremental cost of $ 125,650 (to be recognized over the remaining time-vesting period

of the original award at the modification date).

common stock option grants that were issued to senior management were subject to performance-vesting

(revenue targets) were modified to remove the performance-vesting conditions and replace

the time-vesting condition such that the common stock options will vest with respect to one-third

of the grant when the option holder completes one year of continuous service beginning on

the grant date and the remaining common stock options will vest monthly over twenty-four

months when the option holder completes each month of continuous service thereafter, resulting

in no incremental cost.

common stock option grants that were subject to market-based vesting (stock price targets)

with a time-vesting overlay were modified, in general, to remove the market-based condition

and replace the time-vesting condition such that the common stock options will vest with

respect to one-third of the grant when the option holder completes one year of continuous

service beginning on the grant date and the remaining common stock options will vest monthly

over twenty-four months when the option holder completes each month of continuous service

thereafter, resulting in incremental cost of $ 13,893 (to be recognized over the remaining

time-vesting period of the original award at the modification date).

June 3, 2021, the Company modified certain common equity awards in connection with the Amended Consulting Agreement as follows:

common stock option grants that were subject to performance-vesting conditions (stock-price

targets) were modified such that:

(1) 90,910 common stock option awards were vested at the

modification date, resulting in incremental cost of $ 51,293 (recognized at the modification

and (2) 568,601 common stock option awards would vest, subject to

the Company’s common stock being listing on a national securities exchange, upon market-based

conditions (stock price targets), resulting in incremental cost of $ 512,883 (to be recognized

over the implied service period, or through August 26, 2022, at the modification date) measured

by an independent appraisal, subject to certain volume weighted average price

provisions and permitting the common stock options to be exercisable for their full term,

or 10-years, as follows:

Summary of Common Stock Options Exercisable

Number of Shares

October 7, 2021, the Company modified certain common equity awards upon the resignation of certain board members from the Board as follows:

common stock options grants that were subject to market-based vesting (stock price targets)

with a time-vesting overlay were modified to remove the market-based conditions and to accelerate

the vesting upon resignation from the Board with an extension of the exercise period for

2-years, or through October 7, 2023, resulting in incremental cost of $ 267,912 (recognized

at the modification date).

intrinsic value of exercisable (or issuable in the case of vested restricted stock units) but unexercised (or unissued in the case of

restricted stock units) in-the-money common equity awards as of December 31, 2021 was $ 6,572,579 based on a fair market value of the

Company’s common stock of $ 14.08 per share on December 31, 2021.

exercise prices under the 2019 Plan for the common equity awards outstanding and exercisable are as follows as of December 31, 2021:

Summary of Common Stock Options Exercisable

No exercise price

$ 7.00 to $ 9.99

$ 10.00 to $ 12.99

$ 13.00 to $ 15.99

$ 16.00 to $ 18.99

$ 19.00 to $ 21.99

with respect to stock-based compensation cost and unrecognized stock-based compensation cost related to the common equity awards is provided

under the heading Stock-Based Compensation .

Company granted stock options outside the 2016 Plan and 2019 Plan to certain officers, directors and employees of the Company as approved

by the Board and administered by the Company (the “outside options”).

The stock options were to acquire shares of the Company’s

common stock and were subject to:

(1) time-based vesting;

(2) certain performance-based targets;

and (3) certain performance achievements.

Options to purchase common stock issued as outside options may have a term of up to ten years.

The issuance of outside options is administered

by the Company and approved by the Board.

Prior to December 18, 2020, the Company did not have sufficient authorized but unissued shares

of common stock to allow for the exercise of these outside options granted;

accordingly, any common stock options granted were considered

unfunded and were not exercisable until sufficient common shares were authorized (further details are provided in Note 21).

summary of outside option activity during the years ended December 31, 2021 and 2020 is as follows:

Summary of Stock Option Activity

Outside options outstanding at January 1, 2020

Outside options outstanding at December 31, 2020

Outside options outstanding at December 31, 2021

Outside options exercisable at December 31, 2021

Outside options not vested at December 31, 2021

intrinsic value of exercisable but unexercised in-the-money outside options as of December 31, 2021 was $ 545,753 based on a fair market

value of the Company’s common stock of $ 14.08 per share on December 31, 2021.

exercise prices of outside options outstanding and exercisable are as follows as of December 31, 2021:

Schedule of Exercise Prices of Common Stock Options

$ 7.00 to $ 9.99

$ 10.00 to $ 12.99

with respect to stock-based compensation cost and unrecognized stock-based compensation cost related to the outside options is provided

under the heading Stock-Based Compensation .

Partner Warrants

December 19, 2016, as amended on August 23, 2017, and August 23, 2018, the Board approved the Channel Partner Warrant Program to be administered

by management that authorized the Company to grant Publisher Partner Warrants.

As of December 31, 2021, Publisher Partner Warrants to

purchase up to 90,909 shares of the Company’s common stock were reserved for grant.

Publisher Partner Warrants had certain performance conditions.

Pursuant to the terms of the Publisher Partner Warrants, the Company would

notify the respective Publisher Partner of the number of shares earned, with one-third of the earned shares vesting on the notice date,

one-third of the earned shares vesting on the first anniversary of the notice date, and the remaining one-third of the earned shares

vesting on the second anniversary of the notice date.

The Publisher Partner Warrants had a term of five years from issuance and could

also be exercised on a cashless basis.

Performance conditions are generally based on the average of number of unique visitors on the

channel operation by the Publisher Partner generated during the six-month period from the launch of the Publisher Partner’s operations

on the Company’s technology platform or the revenue generated during the period from the issuance date through a specified end

summary of the Publisher Partner Warrants activity during the years ended December 31, 2021 and 2020 is as follows:

Schedule of Warrants Activity

Publisher Partner Warrants outstanding at January 1, 2020

Publisher Partner Warrants outstanding at December 31, 2020

Publisher Partner Warrants outstanding at December 31, 2021

Publisher Partner Warrants exercisable at December 31, 2021

Publisher Partner Warrants not vested at December 31, 2021

Publisher Partner Warrants available for future grants at December 31, 2021

October 26, 2020, the Company recognized incremental compensation costs as a result of the Exchange of $ 27,754 (see Note 21).

was no intrinsic value of exercisable but unexercised in-the-money Publisher Partner Warrants since the fair market value of $ 14.08 per

share of the Company’s common stock was lower than the exercise prices on December 31, 2021.

exercise prices of the Publisher Partner Warrants outstanding and exercisable are as follows as of December 31, 2021.

Schedule of Exercise Prices of Common Stock Options

$ 20.00 to $ 24.99

$ 25.00 to $ 29.99

$ 30.00 to $ 34.99

$ 35.00 to $ 39.99

$ 40.00 to $ 44.99

$ 45.00 to $ 49.99

with respect to stock-based compensation cost and unrecognized stock-based compensation cost related to the Publisher Partner Warrants

is provided under the heading Stock-Based Compensation .

May 31, 2019, the Company issued 109,090 restricted stock units to certain employees in settlement of the true-up provisions of the restricted

stock awards issued at the time of the HubPages merger, which was amended on December 15, 2020 where all of the restricted stock units

were forfeited on December 31, 2020 (as further described in Note 12).

The terms under which the restricted stock units were granted

are summarized as follows:

restricted stock unit represented the right to receive a number of the shares of the Company’s

common stock pursuant to a grant agreement, subject to certain terms and conditions, and

was to be credited to a separate account maintained by the Company in certain circumstances;

restricted stock units were to vest six equal installments, subject to the conditions as

outlined below, at four-month intervals on the first of each month, starting on June 1, 2019,

with the final vesting date on February 1, 2021;

restricted stock units would not vest until the Company increased its authorized shares of

the Company’s common stock;

restricted stock unit granted and credited to the separate account for the employee was be

issued by the Company upon the authorized shares of the Company’s common stock increased

(further details are provided in Note 21);

otherwise specified in an employee’s grant agreement, vesting would have ceased upon

the termination of the employees continuous service.

fair value of a restricted stock unit was determined based on the number of shares granted and the quoted price of the Company’s

common stock on the date issued during the year ended December 31, 2020.

summary of the restricted stock unit activity during the years ended December 31, 2021 and 2020 is as follows:

Schedule of Restricted Stock Units Activity

Weighted Average

Number of Shares

Restricted stock units outstanding at January 1, 2020

Restricted stock units outstanding at December 31, 2020

Restricted stock units outstanding at December 31, 2021

with respect to stock-based compensation cost related to the restricted stock units is included within the Common Equity Awards caption

under the heading Stock-Based Compensation .

connection with the Sports Illustrated Licensing Agreement and issuance of the ABG Warrants to purchase up to 999,540 shares of the Company’s

common stock, the Company recorded the issuance of the warrants as stock-based compensation with the fair value of the warrants measured

at the time of issuance and expensed over the requisite service period.

summary of the ABG Warrant activity during the years ended December 31, 2021 and 2020 is as follows:

Schedule of Warrants Activity

Number of Shares

Weighted Average

Weighted Average Remaining Contractual Life

Exercise Price

ABG Warrants outstanding at January 1, 2020

ABG Warrants outstanding at December 31, 2020

ABG Warrants outstanding at December 31, 2021

intrinsic value of exercisable but unexercised in-the-money ABG Warrants as of December 31, 2021 was $ 1,007,868 based on a fair market

value of the Company’s common stock of $ 14.08 per share on December 31, 2021.

exercise prices of the ABG Warrants outstanding and exercisable are as follows as of December 31, 2021.

Schedule of Exercise Prices of Common Stock Options

with respect to compensation cost and unrecognized compensation cost related to the ABG Warrants is provided under the heading Stock-Based

Compensation .

compensation and equity-based expense charged to operations or capitalized during the years ended December 31, 2021 and 2020 are summarized

Summary of Stock-based Compensation

Year Ended December 31, 2021

Cost of revenue

Selling and marketing

General and administrative

Total costs charged to operations

Capitalized platform development

Total stock-based compensation

Year Ended December 31, 2020

Cost of revenue

Selling and marketing

General and administrative

Total costs charged to operations

Capitalized platform development

Total stock-based compensation

compensation expense related to the stock-based compensation awards and equity-based awards as of December 31, 2021 was as follows:

Schedule of Unrecognized Compensation Expense

As of December 31, 2021

Restricted Stock Awards

Common Stock Awards

Common Equity Awards

Outside Options

Publisher Partner Warrants

Unrecognized compensation expense

Weighted average period expected to be recognized (in years)

following tables summarize the Liquidated Damages recognized on the consolidated statements of operations during the years ended

December 31, 2021 and 2020, with respect to the registration rights agreements and securities purchase agreements:

Schedule of Recognized Liquidated Damages

Registration Rights Damages

Public Information Failure Damages

Accrued Interest

Years Ended December 31,

Registration Rights Damages

Public Information Failure Damages

Accrued Interest

Series H Preferred Stock

12% Convertible Debentures

Series I Preferred Stock

Series J Preferred Stock

Series K Preferred Stock

Registration Rights Damages

Public Information Failure Damages

Accrued interest

Years Ended December 31,

Registration Rights Damages

Public Information Failure Damages

Accrued interest

12% Convertible Debentures

Series I Preferred Stock

Series J Preferred Stock

components of the benefit (provision) for income taxes consist of the following:

Schedule of Income Taxes

Years Ended December 31,

Current tax benefit:

State and local

Total current tax benefit

Deferred tax (provision) benefit:

State and local

Change in valuation allowance

( 20,793,972 )

( 26,168,671 )

Total deferred tax (provision) benefit

Total income tax benefit (provision)

$ ( 210,832 )

components of deferred tax assets and liabilities were as follows:

Schedule of Components of Deferred Tax Assets and Liabilities

As of December 31,

Deferred tax assets:

Net operating loss carryforwards

Interest limitation carryforward

Tax credit carryforwards

Allowance for doubtful accounts

Accrued expenses and other

Lease termination

Liquidated damages

Unearned revenue

Stock-based compensation

Operating lease liability

Depreciation and amortization

Deferred tax assets

Valuation allowance

( 50,447,389 )

( 29,653,417 )

Total deferred tax assets

Deferred tax liabilities:

Prepaid expenses

Acquisition-related intangibles

( 14,595,672 )

( 18,445,655 )

Total deferred tax liabilities

( 14,697,060 )

( 18,590,359 )

Net deferred tax liabilities

$ ( 362,118 )

$ ( 210,832 )

Company must make judgements as to the realization of deferred tax assets that are dependent upon a variety of factors, including the

generation of future taxable income, the reversal of deferred tax liabilities, and tax planning strategies.

To the extent that the Company

believes that recovery is not likely, it must establish a valuation allowance.

A valuation allowance has been established for deferred

tax assets which the Company does not believe meet the “more likely than not” criteria.

The Company’s judgments regarding

future taxable income may change due to changes in market conditions, changes in tax laws, tax planning strategies or other factors.

If the Company’s assumptions and consequently its estimates change in the future, the valuation allowances it has established may

be increased or decreased, resulting in a respective increase or decrease in income tax expense.

Based upon the Company’s historical

operating losses and the uncertainty of future taxable income, the Company has provided a valuation allowance primarily against its deferred

tax assets up to the deferred tax liabilities, except for deferred tax liabilities on indefinite lived intangible assets, as of December

31, 2021 and 2020.

of December 31, 2021, the Company had federal, state, and local net operating loss carryforwards available of approximately $ 155.85

million, $ 112.22

million, and $ 37.42

million, respectively, to offset future taxable

Net operating losses for U.S.

tax purposes of $ 129.95

do not expire (limited to 80% of taxable income in a given year) and $ 25.90

will expire, if not utilized, through 2037 in various amounts .

As of December 31, 2020, the Company had federal, state, and local net operating loss carryforwards available of approximately $ 131.17

million, $ 100.61

million, and $ 31.15

million, respectively, to offset future taxable

382 and 383 of the Internal Revenue Code imposes restrictions on the use of a corporation’s net operating losses, as well as certain

recognized built-in losses and other carryforwards, after an ownership change occurs.

A section 382 ownership change occurs if one or

more stockholders or groups of stockholders who own at least 5% of the Company’s common stock increase their ownership by more

than 50 percentage points over their lowest ownership percentage within a rolling three-year period.

Future issuances or sales of the

Company’s common stock (including certain transactions involving the Company’s common stock that are outside of the Company’s

control) could also result in an ownership change under section 382.

If an ownership change occurs, Section 382 would impose an annual

limit on the amount of pre-change net operating losses and other losses the Company can use to reduce its taxable income generally equal

to the product of the total value of the Company’s outstanding equity immediately prior to the ownership change (subject to certain

adjustments) and the long-term tax exempt interest rate for the month of the ownership change.

Company believes that it did have a change in control under these sections in connection with its recapitalization on November 4, 2016

and utilization of the carryforwards would be limited such that the majority of the carryforwards will never be available.

the Company has not recorded those net operating loss carryforwards and credit carryforwards in its deferred tax assets.

completed a preliminary section 382 analysis as of December 31, 2021 and 2020 and concluded it may have experienced an

ownership change as a result of certain equity offerings during the rolling three-year period of 2018 to 2020.

The Company concluded

that its federal net operating loss carryforwards, including any net operating loss carryforwards as a result of the mergers during 2018

and 2019, resulted in annual limitations on the overall net operating loss carryforward and that an ownership change, if any,

would impose an annual limit on the net operating loss carryforwards and could cause federal income taxes (similar provisions apply

for state and local income taxes) to be paid earlier than otherwise would be paid if such limitations were not in effect.

state, and local net operating loss carryforwards are stated net of any such anticipated limitations as of December 31, 2021 and

provision (benefit) for income taxes on the statement of operations differs from the amount computed by applying the statutory federal

income tax rate to loss before the benefit for income taxes, as follows:

Schedule of Tax Benefit and Effective Income Tax

Years Ended December 31,

Federal benefit expected at statutory rate

$ ( 19,238,957 )

$ ( 18,694,437 )

State and local taxes, net of federal benefit

( 4,439,909 )

( 5,279,879 )

Stock-based compensation

Unearned revenue

( 2,703,394 )

( 5,120,330 )

Interest expense

Gain upon debt extinguishment

( 1,200,506 )

Other differences, net

Valuation allowance

Other permanent differences

Tax provision (benefit) and effective income tax rate

$ ( 1,674,434 )

Company recognizes the tax benefit from uncertain tax positions only if it is “more likely than not” that the tax positions

will be sustained on examination by the tax authorities, based on the technical merits of the position.

The tax benefit is measured based

on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.

The Company recognizes interest

and penalties related to income tax matters in income tax expense.

The Company is also required to assess at each reporting date whether

it is reasonably possible that any significant increases or decreases to its unrecognized tax benefits will occur during the next 12

Company did not recognize any uncertain tax positions or any accrued interest and penalties associated with uncertain tax positions for

the years ended December 31, 2021 and 2020.

The Company files tax returns in the U.S.

federal jurisdiction and several state jurisdictions,

including New York and California.

The Company is generally subject to examination by income tax authorities

for three years from the filing of a tax return, therefore, the federal and certain state returns from 2017 forward and the California

returns from 2016 forward are subject to examination.

The Company currently is not under examination by any tax authority.

Company has a qualified 401(k) defined contribution plan that allows eligible employees of the Company to participate in the plan, subject

to limitations.

plan allows for discretionary matching contributions by the Company, up to 4% of eligible annual compensation made by participants of

The Company contributions to the plan

were $ 1,347,348 and $ 1,074,323 for the years ended December 31, 2021 and 2020, respectively.

Party Transactions

the years ended December 31, 2021 and 2020, the Company had several transactions with B.

Riley, a principal stockholder, where

it paid fees associated with the debt draws and private placements totaling approximately $ 608,614

and $ 1,313,610 ,

respectively.

the years ended December 31, 2021 and 2020, the Company entered into transactions with B.

Riley where it borrowed funds under its Delayed

Draw Term Note totaling $ 5,086,135 and $ 6,913,865 , respectively.

For the years ended December 31, 2021 and 2020,

the Company incurred interest on the Senior Secured Note and Delayed Draw Term Note due to B.

Riley of $ 6,940,476 and $ 7,123,934 ,

respectively.

and Consulting Contracts

Rinku Sen, a former director, and has provided consulting services and operates a channel on the Company’s technology platform.

During the year ended December 31, 2020, the Company paid Ms.

for these services.

Josh Jacobs, a former director, has provided consulting services and operates a channel on the Company’s platform.

the year ended December 31, 2020, the Company paid Mr.

Jacobs $ 120,000

for these services.

August 26, 2020, the Company entered into a consulting agreement with James C.

Heckman, the Company’s former Chief Executive Officer.

On June 3, 2021, the consulting agreement was amended that extended the term of the agreement for one-year, or to August 26, 2022,

and in connection with the amendment the Company advanced $ 500,000 to Mr.

During the years ended December 31, 2021 and 2020,

the Company recognized consulting fees for Mr.

Heckman of $ 779,730 and $1 25,765 , respectively.

October 5, 2020, the Company entered into a separation agreement with Benjamin Joldersma, who served as the Company’s Chief Technology

Officer from November 2016 through September 2020, pursuant to which the Company agreed to pay Mr.

Joldersma approximately $ 111,000 as

a severance payment, as well as any COBRA premiums.

May 2018, the Company’s then Chief Executive Officer began advancing funds to the Company in order to meet minimum operating needs.

Such advances were made pursuant to promissory notes that were due on demand.

On October 31, 2020, the Company entered into an exchange

agreement with Mr.

Heckman pursuant to which Mr.

Heckman converted the outstanding principal amount due, together with accrued but unpaid

interest under the promissory notes, into 389 shares of Series H Preferred Stock (see Notes 19 and 20).

of Restricted Stock

December 15, 2020, the Company entered into an amendment for certain restricted stock awards and units that were previously issued to

certain employees in connection with the HubPages merger, pursuant to which the Company agreed to repurchase from certain key personnel

of HubPages, including Paul Edmondson, one of the Company’s officers, and his spouse, an aggregate of approximately 16,802 shares

of the Company’s common stock at a price of $ 4 per share each month for a period of 24 months, for aggregate proceeds to Mr.

and his spouse of approximately $ 67,207 per month (see Note 12).

Commitments and Contingencies

connection with the Company’s underwritten public offering in February 2022, the Company may have a contingent liability arising

out of possible violations of the Securities Act of 1933, as amended (the “Securities Act”) in connection with an

investor presentation, which the Company publicly filed.

Specifically, the furnishing of the investor presentation publicly may have

constituted an “offer to sell” as described in Section 5(b)(1) of the Securities Act and the investor presentation may be

deemed to be a prospectus that did not meet the requirements of Section 10 of the Securities Act, resulting in a potential violation

of Section 5(b)(1) of the Securities Act.

Any liability would depend upon the number of shares purchased by investors who reviewed and

relied upon the investor presentation.

If a claim were brought by any such investor and a court were to conclude that the public disclosure

of such investor presentation constituted a violation of the Securities Act, the Company could be required to repurchase the shares sold

to the investors at the original purchase price, plus statutory interest.

The Company could also incur considerable expense in contesting

any such claims.

As of the issuance date of these consolidated financial statements, no legal proceedings or claims have been made or

threatened by any investors.

The likelihood and magnitude of this contingent liability, if any, is not determinable at this time.

and Litigation

time to time, the Company may be subject to claims and litigation arising in the ordinary course of business.

The Company is not currently

a party to any pending or threatened legal proceedings that it believes would reasonably be expected to have a material adverse effect

on the Company’s business, financial condition, results of operations or cash flows.

Subsequent Events

Company performed an evaluation of subsequent events through the date of filing of these consolidated financial statements with the SEC.

Other than the below described subsequent events, there were no material subsequent events which affected, or could affect, the amounts

or disclosures on the consolidated financial statements .

Equity Incentive Plan

January 2022 through the date these consolidated financial statements were issued, the Company granted common stock options and restricted

stock units totaling 200,330

shares of the Company’s common stock,

all of which remain outstanding as of the date these consolidated financial statements were issued, to acquire shares of the Company’s

common stock to officers, directors, employees and consultants.

balance outstanding under the FastPay line of credit as

of the date these consolidated financial statements were issued was approximately

Secured Note – On January 23, 2022, the Company entered into an amendment with respect to the Senior Secured Note

(“Amendment 4”), where the

maturity date on the note was extended to (i) December 31, 2023 from December 31, 2022 upon

the consummation of the equity financing on February 15, 2022 (further details are under the heading Equity Financing below),

or (ii) the date accelerated pursuant to certain terms of Amendment 4.

the date of Amendment 4, interest on the note will

be payable, at the agent’s sole discretion, either (a) in cash quarterly in arrears on the last day of each fiscal quarter or (b)

by continuing to add such interest due on such payment dates to the principal amount of the note.

Interest on the senior secured note

will accrue for each calendar quarter on the outstanding principal amount of the note at an aggregate rate of 10.00 % per annum, subject

to adjustment in the event of default.

Further, interest that was payable during fiscal years 2020 and 2021 and added to the principal

amount under the note remains subject to the conversion election under Amendment 1.

balance outstanding under the Senior Secured Note as of the date these consolidated financial statements were issued was approximately

million, which included outstanding principal

of approximately $ 48.8

million, payment of in-kind interest of approximately

million that the Company was permitted to

add to the aggregate outstanding principal balance, and unpaid accrued interest of approximately $ 1.6

Draw Term Note – On February 15, 2023, pursuant to Amendment 4, the maturity date on the Delayed Draw Term Note was extended

to (i) December 31, 2022 from March 31, 2022 for approximately $ 5.9

million and (ii) December 31, 2023 from March

31, 2022 for approximately $ 4.0

million, subject to certain acceleration terms.

4 also provided that interest will be payable, at the agent’s sole discretion, either (a) in cash quarterly in arrears on the last

day of each fiscal quarter or (b) in kind quarterly in arrears on the last day of each fiscal quarter, and will accrue for each fiscal

quarter on the principal amount outstanding under the note at an aggregate rate of 10.00 %

per annum, subject to adjustment in the event of default.

balance outstanding under the Delayed Draw Term Note as of the date these consolidated financial statements were issued was approximately

million, which

included outstanding principal of approximately $ 8.7

payment of in-kind interest of approximately $ 1.2

the Company was permitted to add to the aggregate outstanding principal balance, and

unpaid accrued interest of approximately $ 0.3

Series L Preferred

The rights agreement

pursuant to the Series L Preferred Stock is set to expire on May 3, 2022;

however, the Board elected to extend the termination date,

which extension is subject to ratification by the Company’s stockholders.

Stock Issuances

Purchase Agreements – On January 24, 2022, we entered into several stock purchase agreements with several of the Company’s

investors, pursuant to which the Company issued an aggregate of 505,671

shares at a price equal to $ 13.86

per share, which was determined based on the

volume-weighted average price of the Company’s common stock at the close of trading on the sixty (60) previous trading days, to

the investors in lieu of an aggregate of approximately $ 7.01

million owed in Liquidated Damages.

agreed that it would prepare and file as soon as reasonably practicable, a registration statement covering the resale of these shares

of the Company’s common stock issued in lieu of payment of these liquidated damages in cash.

Offering – On February 15, 2022, the Company raised approximately $ 34.5

million under a firm commitment underwritten

public offering with the sale of 3,636,364

shares of the Company’s common stock, par

per share, at a public offering price of $ 8.25

Pursuant to the terms of the underwriting

agreement, dated February 10, 2022, a 30-day option to purchase up to 545,454

additional shares was granted by and between

Riley Securities, Inc., as an underwriter and as representative of the other underwriters.

The underwriter’s overallotment

option for 545,239

shares of the Company’s common stock was

exercised in March 2022.

The Company received approximately $31.5 million (includes $4.2 million with the overallotment option),

after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company.

Common Stock Options

March 18, 2022, the Company approved a repricing of certain outstanding stock options under the Company’s 2016 Plan and 2019

Plan that had an exercise price above $ 8.82

per share, including certain outstanding stock options held by senior management of the Company.

The repricing also included certain

outstanding stock options granted outside of the 2016 Plan and 2019 Plan, which repricing is still subject to stockholder approval.

As a result of the repricing, the exercise price was set to $ 8.82

per share, which was the closing sale price of the Company’s common stock as listed on the NYSE American exchange on March 18,

Except for the repricing of the stock options under the 2016 Plan, all term and conditions of each stock option remains in

full force and effect.

For the repricing of the stock options under the 2019 Plan, the Company (i) modified the exercise price;

will allow cashless exercise as a method of paying the exercise price, and (iii) will waive a lock-up provision in the stock option

All other term and conditions of each of the stock options under the 2019 Plan remains in full force and

Company entered into a non-binding letter of intent to acquire 100 % of the issued and outstanding equity interests of Athlon Holdings,

(“Athlon”) for an anticipated purchase price of $ 16.0 million, comprised of (i) a cash portion of $ 13.0 million, with

$ 10 million to be paid at closing and $ 3.0 million to be paid post-closing and (ii) an equity portion of $ 3.0 million to be paid in shares

of the Company’s common stock.

The acquisition is subject to the preparation and negotiation of definitive documents, completion

of due diligence, and the agreement of a certain number of key employees of Athlon to remain as employees post-closing, among other items.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures