Exhibit 10.12


 


BUZZFEED INC.


 


OPTION SUBSTITUTION AGREEMENT


 


Dear [Field: Full Name]:


 


As you know, on December 3, 2021 (the “Closing
Date”), Buzzfeed, Inc. (“Buzzfeed”) completed a merger with a subsidiary of 890 5th Avenue Partners, Inc.
(“890”), with Buzzfeed surviving the merger as a wholly-owned subsidiary of 890 (the “Business Combination”)
pursuant to Agreement and Plan of Merger dated June 24, 2021 by and among 890, Buzzfeed and certain other parties thereto (the “Merger
Agreement”). In connection with the closing of the Business Combination, 890 changed its name to Buzzfeed, Inc. (“New
Buzzfeed”)


 


On the Closing Date, you held one or more outstanding
options to purchase shares of Buzzfeed Class A common stock (“Buzzfeed Options”) that were previously granted to you
under the Buzzfeed, Inc. 2015 Equity Incentive Plan or the Buzzfeed, Inc. 2008 Stock Plan (collectively, the “Prior Plans”).
Pursuant to the Merger Agreement, on the Closing Date, your Buzzfeed Options were substituted by New Buzzfeed and converted into an option
to purchase shares of New BuzzFeed Class A common stock granted in accordance with the 2021 Plan (as defined herein) (each, a “New
BuzzFeed Option”) except that (a) such New BuzzFeed Option will provide the right to purchase that whole number of shares
of New BuzzFeed Class A common stock (rounded down to the whole share) equal to the number of shares of BuzzFeed common stock subject
to such BuzzFeed Option as of immediately prior to the Closing Date, multiplied by 0.306, the option exchange ratio applicable
to such BuzzFeed Option as determined in accordance with the Merger Agreement, and (b) the exercise price per share for each such
New BuzzFeed Option shall be equal to the exercise price per share of such BuzzFeed Option in effect immediately prior to the Effective
Time, divided by the option exchange ratio applicable to such BuzzFeed Option (the exercise price per share, as so determined
on an aggregate basis, being rounded to the nearest full cent).


 


The New BuzzFeed Options will vest on the same
schedule as the vesting schedule set forth in the respective BuzzFeed Options and the expiration date of your New Buzzfeed Options will
remain the same as the expiration date of your Buzzfeed Options. Continuous employment with or services provided to BuzzFeed or any of
its subsidiaries will be credited to the option holder for purposes of determining the vesting of your New BuzzFeed Option after the Closing
Date. Aside from the vesting schedule described above, the New BuzzFeed Option will be subject to all of the terms and conditions of the
2021 Plan (including exercisability and termination related provisions) and the form of stock option grant agreement under the 2021 Plan
(the “2021 Option Agreement”) for the New BuzzFeed Options (rather than the terms and conditions of the applicable
Prior Plans and applicable stock option grant agreements under which the BuzzFeed Options were originally granted). A copy of the 2021
Plan and the 2021 Option Agreement applicable to your New Buzzfeed Option are attached hereto.


 


The table below summarizes your Buzzfeed Options(s)
and New Buzzfeed Option(s) immediately before and after the Business Combination:


 


Grant Details


 


	Employee ID	 
	Grant Date	 
	Type of Award	Option
	Stock Plan Name	2021 Equity Incentive Plan
	Grant Number	 
	Buzzfeed Options	 
	New Buzzfeed Options	 
	Vesting Commencement Date	 


 






    


     


    

 


The post-Closing adjustments are based on the
Option exchange ratio of 0.306, as determined in accordance with the terms of the Merger Agreement, and are intended to preserve immediately
after the Business Combination the aggregate fair market value of the spread applicable to your Buzzfeed Options immediately prior to
the Business Combination.


 


Nothing in this Option Substitution Agreement
(this “Agreement”) or the applicable Option Agreement(s) interferes in any way with your right and the right of New
Buzzfeed or its parent, subsidiary or affiliate, which rights are expressly reserved, to terminate your employment at any time for any
reason, subject to applicable law.


 


Please accept this Agreement to confirm your acknowledgement
of the new terms and conditions applicable to your New Buzzfeed Option(s).


 


If you have any questions regarding this Agreement
or your New Buzzfeed Options(s), please contact [stock administration contact].


 


BUZZFEED, INC.


 


	By:	 	
	 	 	 
	 	 	 




ACKNOWLEDGMENT


 


[Field: Full Name] acknowledges that clicking
on the I Agree button constitutes acceptance and agreement to be bound by the terms of this Agreement, as well as understanding
and agreement that all rights and liabilities with respect to the New Buzzfeed Options(s) listed on the table above are hereby substituted
by New Buzzfeed and are as set forth in the 2021 Option Agreement(s) for such New Buzzfeed Options (s), the 2021 Plan and this Option
Substitution Agreement.


 


ATTACHMENTS


 


2021 Equity Incentive Plan


2021 Option Agreement