Exhibit 10.65


 


TheMaven,
inc.

2019 Equity Incentive Plan



Option Agreement

(Incentive Stock Option or Nonstatutory Stock Option)


 


Pursuant
to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement, TheMaven, Inc. (the “Company”)
has granted you an option under its 2019 Equity Incentive Plan (the “Plan”) to purchase the number of
shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice.
Defined terms not explicitly defined in this Option Agreement but defined in the Plan have the same definitions as in the Plan.


 


The
details of your option are as follows:


 


1.
Vesting. Subject to the limitations contained herein, your option will vest
as provided in your Grant Notice. Unless otherwise specified in your Grant Notice, vesting will cease upon the termination of
your Continuous Service.


 


2.
Number of Shares and Exercise Price. The number of shares of Common Stock
subject to your option and your exercise price per share are specified in your Grant Notice, and may be adjusted from time to
time for Capitalization Adjustments.


 


3.
Exercise Restriction for Non-Exempt Employees. In the event that you are
an Employee eligible for overtime compensation under the Fair Labor Standards Act of 1938, as amended, you may not exercise your
option until you have completed at least six (6) months of Continuous Service measured from the Date of Grant specified in your
Grant Notice, notwithstanding any other provision of your option.


 


4.
Exercise prior to Vesting (“Early Exercise”). If permitted in
your Grant Notice (i.e., the “Exercise Schedule” indicates “Early Exercise Permitted”) and subject
to the provisions of your option, you may elect at any time that is both (i) during the period of your Continuous Service and
(ii) during the term of your option, to exercise all or part of your option, including the unvested portion of your option; provided,
however, that:


 


(a)
a partial exercise of your option will be deemed to cover first vested shares of Common Stock and then the earliest vesting installment
of unvested shares of Common Stock;


 


(b)
any shares of Common Stock so purchased from installments that have not vested as of the date of exercise will be subject to the
purchase option in favor of the Company as described in the Company’s form of Early Exercise Stock Purchase Agreement; and


 


(c)
you must enter into the Company’s form of Early Exercise Stock Purchase Agreement with a vesting schedule that will result
in the same vesting as if no early exercise had occurred.


 




    	 



     


    

 


5.
Incentive Stock Option Limitation. If your option is an Incentive Stock Option,
then a special limit applies that considers vesting and the value of the underlying shares of Common Stock. Specifically, to the
extent the aggregate Fair Market Value (determined at the time of grant) of the shares of Common Stock covered by your option,
plus all other Incentive Stock Options you hold, that are exercisable for the first time by you during any calendar year (under
all plans of the Company and its Affiliates) exceeds one hundred thousand dollars ($100,000), your option(s) or portions thereof
that exceed such limit (according to the order in which they were granted) will be treated as Nonstatutory Stock Options.


 


6.
Method of Payment. Payment of the exercise price is due in full upon exercise
of all or any part of your option. You may elect to make payment of the exercise price in cash or by check, or in any other manner
permitted by your Grant Notice, which may include one or more of the following:


 


(a)
Provided that at the time of exercise the Common Stock is publicly traded and quoted regularly in The Wall Street Journal,
pursuant to a program developed under Regulation T, as promulgated by the Federal Reserve Board, that prior to the issuance of
Common Stock results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay
the aggregate exercise price to the Company from the sales proceeds.


 


(b)
Provided that at the time of exercise the Common Stock is publicly traded and quoted regularly in The Wall Street Journal,
by delivery to the Company (either by actual delivery or attestation) of already-owned shares of Common Stock that are owned free
and clear of any liens, claims, encumbrances or security interests, and that are valued at Fair Market Value on the date of exercise.
Notwithstanding the foregoing, you may not exercise your option by tender to the Company of Common Stock to the extent such tender
would violate the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock.


 


(c)
Pursuant to the following deferred payment alternative:


 


(i)
Not less than one hundred percent (100%) of the aggregate exercise price, plus accrued interest, shall be due four (4) years from
date of exercise or, at the Company’s election, upon termination of your Continuous Service.


 


(ii)
Interest will be compounded at least annually and will be charged at the minimum rate of interest necessary to avoid (1) the treatment
as interest, under any applicable provisions of the Code, of any amounts other than amounts stated to be interest under the deferred
payment arrangement and (2) the classification of your option as a liability for financial accounting purposes.


 


(iii)
In order to elect the deferred payment alternative, you must, as a part of your written notice of exercise, give notice of the
election of this payment alternative and, in order to secure the payment of the deferred exercise price to the Company hereunder,
if the Company so requests, you must tender to the Company a promissory note and a pledge agreement covering the purchased shares
of Common Stock, both in form and substance satisfactory to the Company, or such other or additional documentation as the Company
may request.


 




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(d)
If your option is a Nonstatutory Stock Option, by reduction in the whole number of shares of Common Stock otherwise deliverable
upon exercise of your option with a Fair Market Value less than or equal to the aggregate exercise price at the time of exercise.


 


7.
Whole Shares. You may exercise your option only for whole shares of Common
Stock.


 


8.
Securities Law Compliance. Notwithstanding anything to the contrary contained
herein, you may not exercise your option unless the shares of Common Stock issuable upon such exercise are then registered under
the Securities Act or, if such shares of Common Stock are not registered, the Company has determined that such exercise and issuance
would be exempt from the registration requirements of the Securities Act. The exercise of your option also must comply with other
applicable laws and regulations governing your option, and you may not exercise your option if the Company determines that such
exercise would not be in material compliance with such laws and regulations.


 


9.
Term. You may not exercise your option before the commencement of its term
or after its term expires. The term of your option commences on the Date of Grant and expires upon the earliest of the following:


 


(a)
immediately upon the termination of your Continuous Service for Cause;


 


(b)
three (3) months after the termination of your Continuous Service for any reason other than Cause, Disability or death, provided
that if during any part of such three (3)-month period you may not exercise your option solely because of the condition set forth
in the preceding paragraph relating to “Securities Law Compliance,” your option shall not expire until the earlier
of the Expiration Date or until it shall have been exercisable for an aggregate period of three (3) months after the termination
of your Continuous Service;


 


(c)
twelve (12) months after the termination of your Continuous Service due to your Disability;


 


(d)
eighteen (18) months after your death if you die either during your Continuous Service or within three (3) months after your Continuous
Service terminates for any reason other than Cause;


 


(e)
the Expiration Date indicated in your Grant Notice; or


 


(f)
the day before the tenth (10th) anniversary of the Date of Grant.


 


Notwithstanding
the foregoing, if you die during the period provided in Section 9(b) or 9(c) above, the term of your option shall not expire until
the earlier of eighteen (18) months after your death, the Expiration Date indicated in your Grant Notice, or the day before the
tenth (10th) anniversary of the Date of Grant.


 




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If
your option is an Incentive Stock Option, note that to obtain the federal income tax advantages associated with an Incentive Stock
Option, the Code requires that at all times beginning on the date of grant of your option and ending on the day three (3) months
before the date of your option’s exercise, you must be an employee of the Company or an Affiliate, except in the event of
your death or Disability. The Company has provided for extended exercisability of your option under certain circumstances for
your benefit, but cannot guarantee that your option will necessarily be treated as an Incentive Stock Option if you continue to
provide services to the Company or an Affiliate as a Consultant or Director after your employment terminates or if you otherwise
exercise your option more than three (3) months after the date your employment with the Company or an Affiliate terminates.


 


10.
Exercise.


 


(a)
You may exercise the vested portion of your option (and the unvested portion of your option if your Grant Notice so permits) during
its term by delivering a Notice of Exercise (in a form designated by the Company) together with the exercise price to the Secretary
of the Company, or to such other person as the Company may designate, during regular business hours, together with such additional
documents as the Company may then require.


 


(b)
By exercising your option you agree that, as a condition to any exercise of your option, the Company may require you to enter
into an arrangement providing for the payment by you to the Company of any tax withholding obligation of the Company arising by
reason of (1) the exercise of your option, (2) the lapse of any substantial risk of forfeiture to which the shares of Common Stock
are subject at the time of exercise, or (3) the disposition of shares of Common Stock acquired upon such exercise.


 


(c)
If your option is an Incentive Stock Option, by exercising your option you agree that you will notify the Company in writing within
fifteen (15) days after the date of any disposition of any of the shares of the Common Stock issued upon exercise of your option
that occurs within two (2) years after the date of your option grant or within one (1) year after such shares of Common Stock
are transferred upon exercise of your option.


 


(d)
By exercising your option you agree that you will not sell, dispose of, transfer, make any short sale of, grant any option for
the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Common Stock (or
other securities) of the Company held by you (other than those included in the registration, if any) during the 180-day period
following the effective date of a registration statement of the Company filed under the Securities Act or such longer period as
necessary to permit compliance with FINRA Rule 2711 and any other similar rule or regulation (the “Lock-Up Period”);
provided, however, that nothing contained in this section shall prevent the exercise of a repurchase option, if any, in
favor of the Company during the Lock-Up Period. You further agree to execute and deliver such other agreements as may be reasonably
requested by the Company or the underwriters that are consistent with your obligations under this Section 10(d) or that are necessary
to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock
(or other securities) of the Company, you agree to provide, within ten (10) days of such request, such information as may be required
by the Company or such representative in connection with the completion of any public offering of the Company’s securities
pursuant to a registration statement filed under the Securities Act. The Company may impose stop-transfer instructions with respect
to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of the foregoing restriction
period. The underwriters of the Company’s stock are intended third party beneficiaries of this Section 10(d) and will have
the right, power and authority to enforce the provisions hereof as though they were a party hereto.


 




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11.
Transferability. Your option is not transferable, except by will or by the
laws of descent and distribution, and is exercisable during your life only by you. Notwithstanding the foregoing, by delivering
written notice to the Company, in a form satisfactory to the Company, you may designate a third party who, in the event of your
death, will thereafter be entitled to exercise your option. In addition, if permitted by the Company you may transfer your option
to a trust if you are considered to be the sole beneficial owner (determined under Section 671 of the Code and applicable state
law) while the option is held in the trust, provided that you and the trustee enter into a transfer and other agreements required
by the Company.


 


12.
Option not a Service Contract. Your option is not an employment or service
contract, and nothing in your option will be deemed to create in any way whatsoever any obligation on your part to continue in
the employ of the Company or an Affiliate, or of the Company or an Affiliate to continue your employment. In addition, nothing
in your option will obligate the Company or an Affiliate, their respective stockholders, Boards of Directors, Officers or Employees
to continue any relationship that you might have as a Director or Consultant for the Company or an Affiliate.


 


13.
Withholding Obligations.


 


(a)
At the time you exercise your option, in whole or in part, or at any time thereafter as requested by the Company, you hereby authorize
withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including by
means of a “cashless exercise” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve
Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding
obligations of the Company or an Affiliate, if any, which arise in connection with the exercise of your option.


 


(b)
Upon your request and subject to approval by the Company, in its sole discretion, and compliance with any applicable legal conditions
or restrictions, the Company may withhold from fully vested shares of Common Stock otherwise issuable to you upon the exercise
of your option a number of whole shares of Common Stock having a Fair Market Value, determined by the Company as of the date of
exercise, not in excess of the minimum amount of tax required to be withheld by law (or such lower amount as may be necessary
to avoid classification of your option as a liability for financial accounting purposes). If the date of determination of any
tax withholding obligation is deferred to a date later than the date of exercise of your option, share withholding pursuant to
the preceding sentence will not be permitted unless you make a proper and timely election under Section 83(b) of the Code, covering
the aggregate number of shares of Common Stock acquired upon such exercise with respect to which such determination is otherwise
deferred, to accelerate the determination of such tax withholding obligation to the date of exercise of your option. Notwithstanding
the filing of such election, shares of Common Stock will be withheld solely from fully vested shares of Common Stock determined
as of the date of exercise of your option that are otherwise issuable to you upon such exercise. Any adverse consequences to you
arising in connection with such share withholding procedure will be your sole responsibility.


 




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(c)
You may not exercise your option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied. Accordingly,
you may not be able to exercise your option when desired even though your option is vested, and the Company will have no obligation
to issue a certificate for such shares of Common Stock or release such shares of Common Stock from any escrow provided for herein
unless such obligations are satisfied.


 


14.
Tax Consequences. You hereby agree that the Company does not have a duty
to design or administer the Plan or its other compensation programs in a manner that minimizes your tax liabilities. You will
not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates related to tax liabilities
arising from your option or your other compensation. In particular, you acknowledge that this option is exempt from Section 409A
of the Code only if the exercise price per share specified in the Grant Notice is at least equal to the “fair market value”
per share of the Common Stock on the Date of Grant and there is no other impermissible deferral of compensation associated with
the option. Because the Common Stock is not traded on an established securities market, the Fair Market Value is determined by
the Board, perhaps in consultation with an independent valuation firm retained by the Company. You acknowledge that there is no
guarantee that the Internal Revenue Service will agree with the valuation as determined by the Board, and you will not make any
claim against the Company, or any of its Officers, Directors, Employees or Affiliates in the event that the Internal Revenue Service
asserts that the valuation determined by the Board is less than the “fair market value” as subsequently determined
by the Internal Revenue Service. In addition, no election under Section 83(i) of the Code may be made with respect to the shares
of the Common Stock issued upon exercise of your option, even if the election would otherwise be available with respect to the
shares.


 


15.
Notices. Any notices provided for in your option or the Plan will be given
in writing and will be deemed effectively given upon receipt or, in the case of notices delivered by mail by the Company to you,
five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the
Company.


 


16.
Governing Plan Document. Your option is subject to all the provisions of
the Plan, the provisions of which are hereby made a part of your option, and is further subject to all interpretations, amendments,
rules and regulations, which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict
between the provisions of your option and those of the Plan, the provisions of the Plan shall control.


 


*
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This
Agreement shall be deemed to be signed by the Company and the Optionholder upon the signing by the Optionholder of the Grant Notice
to which it is attached.


 




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