Exhibit
4.10


 


THEMAVEN,
INC.


 


STOCK
OPTION AWARD AGREEMENT


 


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


 


1.
Grant. Subject to the Plan, the Company grants to the Participant an option (“Option”) to purchase shares of
the common stock of the Company as follows:


 


	Participant:	 _________________________	 
	 	 	 
	Grant Date:	 _________________________	 
	 	 	 
	Vesting Start Date:	 _________________________	 
	 	 	 
	Shares:	_________________________	 
	 	 	 
	Shares Subject to Option:	__________________________	 
	 	 	 
	Exercise Price:	__________________________	 
	 	 	 
	Type of Option:	__________________________	 
	 	 	 
	Option Expiration Date:	__________________________	 
	 	 	 
		(subject to early termination in accordance with the terms of the Plan incorporated herein by reference)
	 	 	 
	Vesting Period:	__________________________	 






 


THE
GRANT OF THE OPTION IS MADE IN CONSIDERATION OF THE SERVICES TO BE RENDERED BY THE PARTICIPANT TO THE COMPANY AND IS SUBJECT TO THE TERMS
AND CONDITIONS OF THE PLAN INCORPORATED HEREIN BY REFERENCE. THE OPTION MAY BE EXERCISED ONLY FOR WHOLE SHARES.


 


2.
Option Provisions.


 


2.1
Termination. (a) Except as follows below, upon the termination of the continuous Service of the Participant with the Company and
all Subsidiaries for any reason other than death, Disability, or Retirement, or if Participant’s Service is to a Subsidiary and
the Subsidiary ceases to be a Subsidiary of the Company (unless the Participant continues to provide Service to the Company or another
Subsidiary), then (a) all vesting of the Option shall immediately cease and (b) any and all Options then held by the Participant will,
to the extent vested as of such termination of Service, remain exercisable in full for a period of one (1) month after such termination
of Service (but in no event after the expiration date of any such Option), unless the termination is for Cause. If termination of continuous
Service is for Cause, all Options shall immediately terminate as further provided in the Plan. If the termination of continuous Service
is due to Disability or Retirement, then the Option shall be exercisable as provided in the Plan.


 




    	 



    	 



    

 


2.1
Certain Definitions.


 


“Cause”
(i) shall have the meaning, if any, ascribed such term in the employment or other agreement pursuant to which Participant provides Service
to the Company contains a definition or (ii) otherwise, the meaning set forth in the Plan.


 


“Consultant”
means a person, excluding Employees and Outside Directors, who performs bona fide services for the Company, a Parent or a Subsidiary
as a consultant or advisor and who qualifies as a consultant or advisor under Rule 701(c)(1) of the Securities Act or under Instruction
A.1.(a)(1) of Form S-8 under the Securities Act.


 


“Employee”
means any individual who is a common law employee of the Company, a Parent or a Subsidiary.


 


“Outside
Director” means a member of the Board of Directors who is not an Employee.


 


“Service”
means service as an Employee, Outside Director or Consultant.


 


2.2
Exercise. To exercise the Option, the Participant (or person then entitled to exercise the Option under the Plan) must deliver
to the Company an executed stock option exercise agreement in such form as is approved by the Committee from time to time (“Exercise
Agreement”), which shall set forth, inter alia: (a) the Participant’s election to exercise the Option; (b) the number
of shares of Common Stock being purchased; (c) any restrictions imposed on the shares of Common Stock being purchased; and (d) such representations,
warranties, and agreements regarding the Participant’s investment intent and access to information as may be required by the Company
to comply with applicable securities laws.


 


The
shares that may be issued on exercise of this Option, at the time of the grant hereof, are not authorized and available for issuance,
therefore this Option is currently considered an unfunded option. The Participant agrees that no part of this Option may be exercised
until the later of the increase in the authorized shares of common stock in sufficient number of shares to permit the exercise from time
to time of this Option or the later respective vesting and exercise date as set forth herein.


 


2.3
Payment of Exercise Price. The Exercise Price of the Option shall be payable in full in cash, or its equivalent at the time of
exercise in the manner then designated by the Committee, unless otherwise agreed by the Committee.


 


2.4
Vesting. All Options not vested will be terminated and forfeited upon the Participant’s termination of Service. Any and
all Options that have not vested as provided in Section 1 of this Agreement shall terminate immediately upon the termination,
for any reason whatsoever, of the Service of the Participant with the Company and all Subsidiaries, or if Participant is in the Service
of a Subsidiary and the Subsidiary ceases to be a Subsidiary of the Company (unless the Participant continues in the Service of the Company
or another Subsidiary.


 


3.
Taxation.


 


3.1
Tax Liability and Withholding. Notwithstanding any action the Company takes with respect to any or all income tax, social insurance,
payroll tax, or other tax-related withholding (“Tax- Related Items”), the ultimate liability for all Tax-Related Items
is and remains the Participant’s sole responsibility. The Company makes no representation or undertakings regarding the treatment
of any Tax-Related Items in connection with the grant, vesting, or exercise of the Option or the subsequent sale of any shares of Common
Stock acquired on exercise and does not commit to structure the Option to reduce or eliminate the Participant’s liability for Tax-Related
Items.


 




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3.2
Disqualifying Disposition. If the Option is an ISO and the Participant disposes of the shares of Common Stock prior to the expiration
of either two (2) years from the Grant Date or one (1) year from the date the shares are transferred to the Participant pursuant to the
exercise of the Option, the Participant shall notify the Company in writing within thirty (30) days after such disposition of the date
and terms of such disposition. The Participant also agrees to provide the Company with any information concerning any such dispositions
as the Company requires for tax purposes.


 


4.
Compliance with Law. The exercise of the Option and the issuance and transfer of the shares of Common Stock shall be subject to
compliance by the Company and the Participant with any and all applicable requirements of federal and state securities laws and with
all applicable requirements of any stock exchange on which the Company’s shares of Common Stock may be listed. No shares of Common
Stock shall be issued pursuant to this Option unless and until any then-applicable requirements of state or federal laws and regulatory
agencies have been fully complied with to the satisfaction of the Company and its counsel. The Participant understands that the Company
is under no obligation to register the shares with the Securities and Exchange Commission, any state securities commission, or any stock
exchange to effect such compliance.


 


5.
General Terms.


 


5.1
Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together
will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by electronic means intended to
preserve the original graphic and pictorial appearance of a document will have the same effect as physical delivery of the paper document
bearing an original signature.


 


5.2
Discretionary Nature of Plan. The provisions of the Plan incorporated herein are discretionary and may be amended, cancelled,
or terminated by the Company at any time, in its discretion. The grant of the Option in this Agreement does not create any contractual
right or other right to receive any Options or other Awards in the future. Future Awards, if any, will be at the sole discretion of the
Company. Any amendment, modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions
of the Participant’s Service with the Company.


 


5.3
Governing Law. This Agreement will be construed and interpreted in accordance with the laws of the State of Delaware without regard
to conflict of law principles.


 


5.4
Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by the Participant or the Company
to the Committee for review. The resolution of such dispute by the Committee shall be final and binding on the Participant and the Company.


 


5.5
No Right to Continued Employment; No Rights as Shareholder. Neither the Plan nor this Agreement shall confer upon the Participant
any right to be retained in any position with the Company. Nothing in the Plan or this Agreement shall be construed to limit the discretion
of the Company to terminate the Service of Participant at any time, with or without Cause. The Participant shall not have any rights
as a shareholder with respect to any shares of Common Stock subject to the Option unless and until certificates representing the shares
have been issued by the Company to the holder of such shares, or the shares have otherwise been recorded on the books of the Company
or of a duly authorized transfer agent as owned by such holder.


 


5.6
Options Subject to Plan. In the event of a conflict between any term or provision contained herein and a term or provision of
the Plan, the applicable terms and provisions of the Plan will govern and prevail.


 


5.7 Severability.
The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of
any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and
enforceable to the extent permitted by law.


 


5.8
Successors and Assigns. The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and
inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement
will be binding upon the Participant and the Participant’s beneficiaries, executors, administrators and the person(s) to whom this
Agreement may be transferred by will or the laws of descent or distribution.


 


[SIGNATURE
PAGE TO STOCK OPTION AWARD AGREEMENT TO FOLLOW]


  




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[SIGNATURE PAGE TO STOCK OPTION
AWARD AGREEMENT]  


 


	THEMAVEN, INC.	 	 
	 	 	 	 
	By:	 	 	 
	Title:	 	 	 
	Date:	 	 	 
	 	 	PARTICIPANT
	 	 	 	 
	 

    

    
	 	 	
	 	 	Name:	                           
	 	 	Date:	 


 


PARTICIPANT
ACKNOWLEDGES RECEIPT OF A COPY OF THE PLAN AND THIS AGREEMENT. PARTICIPANT HAS READ AND UNDERSTANDS THE TERMS AND PROVISIONS THEREOF,
AND ACCEPTS THE OPTION SUBJECT TO ALL OF THE TERMS AND CONDITIONS OF THE PLAN THAT ARE INCORPORATED HEREIN BY REFERENCE AND THIS AGREEMENT.
PARTICIPANT ACKNOWLEDGES THAT THERE MAY BE ADVERSE TAX CONSEQUENCES UPON EXERCISE OF THE OPTION OR DISPOSITION OF THE UNDERLYING SHARES
AND THAT THE PARTICIPANT SHOULD CONSULT A TAX ADVISOR PRIOR TO SUCH EXERCISE OR DISPOSITION.


 


Attachments:



Exhibit 1- Plan


 




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EXHIBIT
1


PLAN


See
attached.


 




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AMENDMENT


TO


THEMAVEN,
INC. STOCK OPTION AWARD AGREEMENT


 


This
AMENDMENT (this “Amendment”), dated as of January 12, 2022 (the “Effective Date”)
to THEMAVEN, INC. STOCK OPTION AWARD AGREEMENT, by and between theMaven, Inc. (the “Company”) and ___________
(“Optionee” or “you”).


 


RECITALS:


 


WHEREAS,
the Company and Optionee entered into Stock Option Award Agreements, dated as of ____________ (the “Option Agreements”),
issued separate from any equity incentive or similar plan, which sets forth certain terms and conditions related to the option grant
made by the Company to you to purchase shares of common stock of the Company.


 


WHEREAS,
the Company and Optionee desire to enter into this Amendment to incorporate certain provisions of the Company’s 2016 Stock Incentive
Plan (the “Plan”).


 


WHEREAS,
except as expressly provided herein, all other terms and conditions of the Option Agreements shall be unaffected by this Amendment and
shall remain in full force and effect. Capitalized terms not defined in this Amendment shall have the meanings given them in the Option
Agreements.


 


NOW,
THEREFORE, in consideration of the mutual agreements herein contained, and other good and valuable consideration, the sufficiency of
which is hereby acknowledged, the parties agree as follows:


 


	 	1.	Sections 3 and 4.3 of the Plan shall be incorporated herein
by reference such that if the Company effects a stock split, the Committee may adjust the number of securities subject to your outstanding
Option and the exercise price of your Option.
	 	 	 
	 	2.	This Amendment may be executed in any number of counterparts
(including by facsimile, portable document format (.pdf) or other electronic transmission), each of which shall be an original, and which
together shall constitute one and the same Amendment.




 


[Signatures
on Following Page.]


 




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IN
WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the day and year set forth above.


 


	THEMAVEN, INC.	 	OPTIONEE
	 	 	 	 
	By:
    	                	 	        
	Name:
    	 	 	 
	Title:
    	 	 	 


 




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