Exhibit 10.65

XTI AEROSPACE, INC.

Board of Directors Services Agreement 

This Board of Directors Services Agreement (this “Agreement”), dated January 1, 2025 (the “Effective Date”), is entered into between XTI AEROSPACE, INC., a Nevada corporation (the “Company”), and Tensie Axton, an individual (“Director”).

RECITALS

WHEREAS, the Company desires to continue to retain the services of Director for the benefit of the Company and its shareholders; and

WHEREAS, Director has served as a director of the Company and desires to remain a member of the Company’s Board of Directors (the “Board of Directors”), subject to the terms and conditions set forth herein.

NOW, THEREFORE, for consideration and as set forth herein, the parties hereto agree as follows:

AGREEMENT

Director is providing services to the Company as a member of the Board of Directors (including, such committees of the Board of Directors as the Board of Directors shall determine to be appropriate or advisable). Director shall, for so long as s/he remains a member of the Board of Directors, meet with the other members of the Board of Directors and/or the Company’s executive officers upon request, at dates and times mutually agreeable to the parties, to discuss any matter involving the Company (including any subsidiary). Director acknowledges and agrees that the Company may rely upon Director’s expertise in business disciplines where Director has significant experience with respect to the Company’s business operations and that such requests may require substantial additional time and efforts in addition to Director’s customary service as a member of the Board of Directors.

Director understands that as a member of the Board of Directors s/he is bound by the duties of care, loyalty and good faith. As such, Director may not use Director’s position of trust and confidence to further Director’s private interests, Director must inform herself or himself of all material information reasonably available before voting on a matter and Director may act as a member of the Board of Directors only for the purpose of advancing the best interests of the Company and all of its shareholders, may not intentionally violate the law and may not disregard Director’s duties to the Company (including any subsidiary) and its stockholders. Membership on the Board of Directors shall require adherence to board member conduct policies adopted by the Board of Directors and enforced equally upon all directors.

Except as provided in this Section (c), Director may be employed by another company, serve on boards of directors or advisory boards of other companies, and engage in any other business activity (whether or not pursued for pecuniary advantage), as long as such outside activities do not and will not (i) violate Director’s obligations or agreements under this Agreement or Director’s fiduciary obligations to the Company or (ii) interfere with Director’s performance of Director’s duties to the Company as a member of the Board of Directors. Notwithstanding the foregoing sentence, without the approval of a majority of the Board of Directors, Director shall not participate or engage in, enter into, encourage, assist, work or consult for or with, or own any interest in (in each case whether as an owner, partner, employee, officer, director, independent contractor, consultant, advisor or in any other capacity, whether calling for the rendition of services, advice, or acts of management, operation or control or otherwise) any business or enterprise that is in the business of developing or producing business aircraft (including helicopters) having nine (9) or fewer passenger seats.¹ The ownership of less than a 5% interest in an entity, by itself, shall not constitute a violation of the restriction set forth in the previous sentence of this Section 1(c). Director represents and warrants that Director has no outstanding agreement, arrangement or obligation, whether written or non-written, that is in conflict with any of the provisions of this Agreement, and Director shall use her or his best efforts to avoid or minimize any relationship that creates a conflict of interest with respect to Director’s duties to the Company as a member of the Board of Directors. Director shall not enter into any agreement, arrangement or obligation, whether written or non-written, that could conflict with the Director’s obligations and agreements under this Agreement, without the written pre-approval of a majority of the Board of Directors. If, at any time, Director is required by law or governmental authority to make any disclosure or take any action that could conflict with any of the provisions of this Agreement, Director shall promptly notify the Board of such obligation, reasonably in advance to making such disclosure or taking such action.

(a) No Employee Directors Compensation.  No additional compensation for services as a director or committee member shall be paid to Director if s/he is employed or engaged (whether by a written or non-written agreement or arrangement) by the Company as an employee.

(b) Annual Compensation. As compensation for the services provided pursuant to this Agreement, the Company shall pay to Director, so long as Director continues to fulfill all of Director’s duties as a member of the Board of Directors and to comply with the terms of this Agreement, the cash retainer, committee compensation and stock awards set forth on Exhibit A (the “Non-Employee Director Fees”). All cash compensation payable pursuant to this Section 2(b) shall be paid on the last day of each fiscal quarter in arrears for the services performed during such fiscal quarter. Compensation payable in stock options as set forth on Exhibit A shall be granted from the Company’s equity incentive plan then in effect (the “Equity Plan”) within ninety (90) days of the end of each fiscal year (or such other earlier or later date as the Board of Directors or a committee of the Board of Directors empowered to establish the compensation of directors or committee members authorized to make such grants pursuant to the Equity Plan shall approve). In the event Director ceases to serve on the Board of Directors, Director shall be entitled to the pro rata portion of Director’s Non-Employee Director Fees for each month served on the Board of Directors in a given fiscal year.

(c) Stock in lieu of Cash Fees. The Director may elect, by written notice to the Company, any cash compensation payable pursuant to this Agreement, to be satisfied, in whole or in part, in the form of a restricted stock grant, issuable pursuant to and in accordance with the Equity Plan. Such election shall be subject to the approval of the Bord of Directors (or a committee of the Board of Directors empowered to establish the compensation of directors or committee members pursuant to the Equity Plan shall approve). The number of shares of common stock issuable pursuant to such restricted stock grant, shall be equal to the quotient determined by dividing the aggregate cash compensation subject to the Director’s election by the closing price of the Common Stock on the date of grant, alternatively, such other method as the Board of Directors shall determine or a committee of the Board of Directors authorized to make such grants pursuant to the Equity Plan shall approve.

(d) Adjustments.  The Non-Employee Director Fees shall be subject to upward or downward adjustment, in the sole discretion of the Board of Directors or any committee of the Board of Directors empowered to establish the compensation of directors or committee members, upon written notice to Director, and any such adjustment shall not require an amendment to this Agreement, which will remain in effect in accordance with its terms notwithstanding any such adjustment.

3. Reimbursement of Expenses. The Company will reimburse Director for reasonable business expenses incurred on behalf of the Company in discharging Director’s duties as a member of the Board of Directors hereunder, provided that any such expenses in excess of $1,000 are approved in advance in writing by the Company’s Chief Executive Officer or Chief Financial Officer and provided further that Director shall provide the Chief Financial Officer with reasonable substantiating documentation relating to such expenses prior to reimbursement.’

4. Non-Disparagement. Director shall not make, cause to be made, publish, ratify or endorse any disparaging remarks or derogatory statements or comments to any third party with respect to the Company and its affiliates or any of its and their products or businesses, ‘or any of its and their current and former officers, directors and employees (collectively, “Company Parties”). The duties and obligations of Director set forth in this Section 4 shall survive any termination of this Agreement.

5. Confidentiality. Director agrees that Director will have access to and become acquainted with, or may prepare, confidential proprietary information of the Company and its affiliates (“Confidential Information”) which is owned by the Company and its affiliates and is regularly used in the operation of the Company’s and its ‘affiliates’ businesses. As used in this Agreement, the term “Confidential Information” shall mean proprietary and non-public information that is not disclosed by the Company in its filings with the SEC, whether or not in written or tangible form, and including all memoranda, notes, summaries, plans, reports, records, documents and other evidence thereof. Director agrees that the term “Confidential Information” as used in this Agreement is to be broadly interpreted and includes (i) information that has, or could have, commercial value for the business in which the Company or any of its affiliates is engaged, or in which the Company or its affiliates may engage at a later time, and (ii) information that, if disclosed without authorization, could be detrimental to the economic interests of the Company or any of its affiliates. Director agrees that the term “Confidential Information” includes, without limitation, any patent, patent application, copyright, trademark, trade name, service mark, service name, “know-how,” negative “know-how,” trade secrets, customer and supplier identities, characteristics and terms of agreement, details of customer or consultant contracts, pricing policies, operational methods, marketing plans or strategies, product development techniques or plans, business acquisitions plans, science or technical information, ideas, discoveries, designs, computer programs (including source codes), financial forecasts, unpublished financial information, budgets, processes, procedures, formulae, improvements or other proprietary or intellectual property of the Company, whether or not in written or tangible form, and whether or not registered, and including all memoranda, notes, summaries, plans, reports, records, documents and other evidence thereof. Director acknowledges that all Confidential Information, whether prepared by Director or otherwise acquired by Director in any other way, shall remain the exclusive property of the Company or its affiliates, as applicable. Except as necessary for the provision of services of Director to the Company as a member of the Board of Directors hereunder, Director shall not use, misappropriate, or disclose in any way to any person or entity any of the ‘Confidential Information, either directly or indirectly’. In addition, at any time, upon the request of the Company and without further compensation, but at no expense to Director, Director shall perform any lawful acts, including the execution of papers and oaths and the giving of testimony, that in the opinion of the Company, or its successors or assigns, may be necessary or desirable in order to obtain, sustain, reissue and renew, and in order to enforce, perfect, record and maintain, patent applications and United States and foreign patents on the Company’s or its ‘affiliates’ inventions, and copyright registrations on the Company’s and its ‘affiliates’ material. The duties and obligations of Director set forth in this of this Section 5 shall survive any termination of this Agreement.

6. Term. Except as otherwise provided herein, the term of this Agreement shall continue until the later of (i) the date that the Company’s stockholders fail to re-elect Director as a member of the Company’s Board of Directors, including as a result of the failure by the Company to nominate Director as a candidate for election or (ii) the date that Director ceases to be a member of the Company’s Board of Directors for any reason. Director may voluntarily resign from Director’s position on the Board of Directors at any time upon thirty (30) days prior written notice to the Company or such shorter period as the parties may agree upon, and such resignation shall not be considered a breach of this Agreement. Upon the termination of this Agreement, any property of the Company, including, without limitation, laptops, personal computers and related equipment, used by Director may (at the option of the Company, in the Company’s sole discretion) be purchased by Director from the Company at its then current fair market value, to be determined in good faith by the Chief Financial Officer of the Company, or promptly returned to the Company.

7. Cooperation. Director shall notify the Company promptly if Director is subpoenaed or otherwise served with legal process in any matter involving or relating to the Company or any of its affiliates and will cooperate in the review, defense or prosecution of any such matter. Director shall notify the Company if any attorney who is not representing the Company contacts or attempts to contact Director (other than Director’s own legal counsel) to obtain information that in any way relates to the Company or any of its affiliates, and Director will not discuss any of these matters with any such attorney without first so notifying the Company and providing the Company with an opportunity to have its attorney present during any meeting or conversation with any such attorney. In the event of any claim or litigation against the Company or Director based upon any alleged conduct, acts or omissions of Director during ‘the term of this Agreement, Director shall provide to the Company such information and documents as are necessary or desirable and requested by the Company or its counsel, subject to restrictions imposed by federal or state securities laws or court order or injunction. The foregoing shall be subject to the terms and conditions of any indemnification agreement entered into between the Company and Director, the terms and conditions of which shall govern and shall supersede this Section 7 in the event of any conflict between this Section 7 and such indemnification agreement.

8. Entire Agreement. This Agreement represents the entire agreement among the parties with respect to the subject matter herein.

9. Governing Law. This Agreement shall be governed by the law of the State of Nevada. Any action or proceeding arising out of or relating to this Agreement shall be filed in and heard and litigated solely before the federal courts located in Denver, Colorado. Each party generally and unconditionally accepts the exclusive jurisdiction of such courts and venue therein.

10. Injunctive Relief. It is agreed that the rights and benefits of the Company pursuant to Sections 1, 4, 5, 6 and 7 of this Agreement are unique and that no adequate remedy exists at law if Director shall fail to perform, or breaches, any of Director’s obligations thereunder, that it would be difficult to determine the amount of damages resulting therefrom, and that any such breach would cause irreparable injury to the Company. Therefore, the Company shall be entitled to seek injunctive relief to prevent or restrain any such breach or attempted breach of this Agreement by Director without the necessity of posting a bond or other security, or the need to undertake or prove injury.

11. Insurance. The Company shall use commercially reasonable efforts to maintain directors’ and officers’ liability insurance throughout the term of Director’s service to the Company hereunder, in amounts and with such carrier(s) and on such terms as determined by the Board of Directors, or any committee of the Board of Directors empowered for such purpose.

12. Requirements of Director. During the term of this Agreement, Director shall observe all applicable laws and regulations and the rules of the principal securities exchange or trading market where the Common Stock is then listed relating to independent directors of a public company as promulgated from time to time, and shall not: (i) be an employee of the Company, any entity controlling 50% or more of the Company and with which the Company consolidates its financial statements as filed with the SEC (but not if the Company reflects such entity solely as an investment in its financial statements) (“Parent”), or any entity which the Company controls 50% or more of and with which the Company consolidates its financial statements as filed with the SEC (but not if the Company reflects such entity solely as an investment in its financial statements) (“Subsidiary”); (ii) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the Company other than as set forth in Section 2 or otherwise approved by the Board; (iii) be an affiliated person of the Company or any Parent or Subsidiary of the Company, as the term “affiliate” is defined in 17 CFR 240.10A-3(e)(1), other than in her or his capacity as a director or a member of a committee of the Board of Directors.

13. Reporting Obligations. During the term of this Agreement, Director shall immediately notify the Company in writing if: (i) Director knows or has reason to know or should have known that any of the requirements specified in Section 12 hereof is not satisfied or is not going to be satisfied; (ii) Director is nominated to the board of directors or becomes an officer of another public company or (iii) Director knows or has reason to know of any actual or potential conflict of interest (as defined under applicable law or regulation or the rules of the principal securities exchange or trading market where the Common Stock is then listed, as applicable) with the Company or its affiliates relating to Director.

14. Access to Information. Director shall have full access to books and records of Company and the management of the Company as necessary for the performance of Director’s services to the Company as a member of the Board of Directors. Requests for such information shall be made in writing to the Chief Financial Officer of the Company.

15. Relationship of the Parties. Notwithstanding any provision hereof, for all purposes of this Agreement, Director shall be and act as an independent contractor, and this Agreement shall not be construed to create any association, partnership, joint venture, employee or agency relationship between Director and the Company for any purpose. Director has no authority (and shall not hold himself or herself out as having authority) to bind the Company and Director shall not make any agreements or representations on the Company’s behalf without the Company’s prior written consent. Director represents and warrants that neither this Agreement nor the performance thereof will conflict with or violate any obligation of Director or right of any third party. Director shall not be eligible to participate in any employee benefit plans, fringe benefit programs, group insurance arrangements or similar programs offered by the Company to its employees. The Company shall not be responsible for withholding or paying any income, payroll, Social Security or other federal, state or local taxes, making any insurance contributions, including unemployment or disability, or obtaining worker’s compensation insurance on Director’s behalf. Director agrees to accept exclusive liability for the payment of taxes in connection with the consideration paid to Director and Director shall comply with all valid regulations respecting the assumption of liability for such taxes. Director shall be responsible for, and shall indemnify the Company against, all such taxes or contributions, including penalties and interest.

16. Miscellaneous. This Agreement and the services performed hereunder are personal to Director and Director shall not have the right or ability to assign, transfer or subcontract any obligations under this Agreement without the written consent of the Company. Any attempt to do so shall be void. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. Any of the terms hereof may be waived only by a written document signed by each party to this Agreement or by the party or parties waiving compliance. In the event that any provision of this Agreement is determined to be invalid, illegal or unenforceable in any jurisdiction, that invalid, illegal or unenforceable provision shall be limited or eliminated to the minimum extent necessary so that any other term or provision of this Agreement will remain in full force and effect and enforceable. This Agreement may be signed in any number of counterparts with the same effect as if the signatures to each counterpart were upon a single instrument and is intended to be binding when both parties have delivered their signatures to the other party. Signatures may be delivered by facsimile, electronic mail or electronic signature.

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IN WITNESS WHEREOF, the parties hereto enter into this Agreement as of the date first set forth above.

Exhibit A

Current Outside Directors’ Compensation

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