Exhibit 10.54


 


NEITHER THIS CONVERTIBLE NOTE NOR
THE SHARES OF COMMON STOCK ISSUABLE AS INTEREST OR UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED. NO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION
OF COUNSEL FOR THE HOLDER SATISFACTORY TO THE COMPANY PROVIDING THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT.


 


NYIAX,
Inc.


 


CONVERTIBLE NOTE


 


	$______________	___________, 2022



FOR VALUE RECEIVED, NYIAX, Inc. , a Delaware corporation
with principal place of business at 180 Maiden Lane, 11th Floor, NYC, NY 10005, (hereinafter called “Borrower”
or the “Company”), hereby promises to pay to ____________________ (“Holder”), the sum of ___________ U.S.
Dollars (US$__________), with interest accruing at the annual rate of twelve (12.0%) percent. Interest hereunder shall be payable quarterly
in in kind, with payment in shares of the Company common stock valued at five ($5.00) dollars per share (“PIK Shares”). The
Company and Holder collectively shall be designated for purposes of this Note as the Parties.


 


The principal and accrued interest pursuant to
this Note shall automatically convert to shares of the Company’s common stock (the “Conversion Shares” and the PIK Shares,
respectively) pursuant to the terms of the Automatic Conversion mechanism set forth in Section 1.3 below. All the Conversion Shares and
PIK Shares issuable hereunder will upon issuance be fully paid and non-assessable, and free from all taxes, liens and charges with respect
to the issue thereof. The Borrower shall at all times have authorized and reserved for issuance a sufficient number of shares of its common
stock to provide for the payment of interest and the conversion of this Note.


 


The following terms shall apply to this Note:


 


ARTICLE I


PAYMENT RELATED PROVISIONS


 


1.1   Interest
Payments. Borrower shall pay interest on the outstanding principal amount of this Note in PIK Shares each quarter commencing three
(3) months from the date of the Note until the Maturity Date. The principal amount of this Note plus any accrued and unpaid interest shall
be collectively referred to herein as the “Debt.”


 


1.2   Repayment.
This Note, including accrued interest, shall be repaid to the Holder on or before the Maturity Date as provided herein unless the Automatic
Conversion provisions contained herein are satisfied in section 1.3.


 


1.3   Automatic
Conversion. In the event the Company undergoes a Financing Event (as hereinafter defined) on or before the Maturity Date, then the
outstanding principal balance of the Note and all accrued and unpaid interest (the “Conversion Amount”) shall be automatically
converted into Conversion Shares (ie common stock of the Company) at the Conversion Price (as hereinafter defined) immediately prior to
the Company’s receipt of an effective order from the SEC declaring the registration statement of the Company’s initial public
offering effective (said initial public offering the “Financing Event”). In no event shall the Company issue fractional shares;
all fractional shares shall be rounded up to the next whole share. The “Conversion Price” of Securities for the Borrower shall
mean with respect to an automatic conversion in connection with the Financing Event, a price per share equal to the lower of: (i) $5.00;
or (ii) 80% of the price at which shares of common stock are sold to the public in the Financing Event. In the event the Financing Event
is not completed within eighteen (18) months from the date of this Note, the Conversion Price shall be reduced price of two dollars fifty
cents ($2.50) per share and the Conversion Amount shall automatically be converted into common stock of the Company at $2.50 per share
on the Maturity Date.


 






     


     


    

 


1.4   Maturity
Date: Unless earlier converted as set forth above, the outstanding principal and all accrued interest under the Notes will become
due and payable on the earliest to occur of: (i) that date which is eighteen (18) months from [the date of this Note], 2022; or (ii) an
Event of Default occurs.


 


ARTICLE II


EVENTS OF DEFAULT


 


The occurrence of any of the
following events of default (each, an “Event of Default”) shall, at the option of the Holder hereof, make all sums or principal
and interest then remaining unpaid hereon and all other amounts payable hereunder immediately due and payable, all without demand, presentment
or notice, or grace period, all of which hereby are expressly waived, except as set forth below:


 


2.1   Breach
of Covenant. The Borrower breaches any covenant or other term, or condition of this Note and such breach continues in excess of a
period of thirty (30) business days after written notice to the Borrower from a Holder.


 


2.2   Breach
of Representations and Warranties. Any representation or warranty of the Borrower made in any agreement, statement or certificate
given in writing pursuant hereto or in connection herewith shall be false or misleading in any material respect.


 


2.3   Receiver
or Trustee. The Borrower shall make an assignment for the benefit of Holders or apply for, or consent to, the appointment of a receiver
or trustee for it or for a substantial part of its property or business; or such a receiver or trustee shall otherwise be appointed.


 


2.4   Bankruptcy.
Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings or relief under any bankruptcy law or any law for
the relief of Borrowers shall be instituted by or against the Borrower.


 


ARTICLE III


REPRESENTATIONS BY HOLDER


 


Holder represents and warrants to Borrower as follows:


 


3.1
Holder has received and examined all public information, of or concerning Borrower which Holder considers necessary to making an informed
decision regarding this Note. In addition, Holder has had the opportunity to ask questions of, and receive answers from, the officers
and agents of Borrower concerning Borrower and to obtain such information, to the extent such persons possessed the same or could acquire
it without unreasonable effort or expense, as Holder deemed necessary to verify the accuracy of the information referred to herein.


 






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3.2   Holder
acknowledges and understands that (i) the proceeds of this Note will not be sufficient to provide Borrower with the necessary funds to
achieve its current business plan; (ii) the Borrower does not have sufficient cash available to repay this Note; (iii) this Note will
not be guaranteed, (iv) Holder bears the economic risk of never being repaid on this Note; and (v) the Borrower may use the proceeds of
this Note to satisfy past payables and working capital obligations. Holder has such knowledge and experience in financial and business
matters that the Holder can evaluate the merits and risks of the Holder’s investment in this Note.


 


3.3   Holder
hereby certifies that Holder is an “Accredited Investor” (as that term is defined by Regulation D under the Securities Act
of 1933, as amended (the “Securities Act”)) because at least one of the following statements is applicable to Holder:


 


(a) Holder is an Accredited Investor
because the Holder had individual income of more than $200,000 in each of the two prior calendar years and reasonably expects to have
individual income in excess of $200,000 during the current calendar year.


 


(b) Holder is an Accredited Investor
because the Holder and his or her spouse together had income of more than $300,000 in each of the two prior calendar years and reasonably
expect to have joint income in excess of $300,000 during the current calendar year.


 


(c) Holder is an Accredited Investor
because the Holder has an individual net worth, or the Holder and his or her spouse have a joint net worth of more than $1,000,000. For
purposes of this Section 3.3(c), “net worth” means the excess of the Investor’s total assets at fair market value, not
including the value of the Investor’s primary residence, over Investor’s total liabilities, not including the amount
of indebtedness on the Investor’s primary residence that does not exceed the value of the Investor’s primary residence.


 


(d) Holder which is an entity is an
Accredited Investor because the Holder has total assets in excess of $5,000,000.


 


3.4   Holder
is acquiring this Note for his/her/its own account, for investment purposes only, and not with a view to the resale or distribution of
all or any part thereof.


 


3.5   Holder
acknowledges that this Note and the securities issued upon conversion thereof (a) have not been registered under applicable securities
laws, (b) will be a “restricted security: as defined in applicable securities laws, (c) has been issued in reliance on the statutory
exemptions from registration contemplated by applicable securities laws based (in part) on the accuracy of Holder’s representations
contained herein, and (d) will not be transferable without registration under applicable securities laws, unless an exemption from such
registration requirements is available.


 


3.6   Holder
has had this Note and any other documents executed in connection herewith reviewed by their own counsel.


 






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ARTICLE IV


MISCELLANEOUS


 


4.1   Failure
or Indulgency Not Waiver. No failure or delay on the part of Holder hereof in the exercise of any power, right or privilege hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further
exercise thereof or the exercise of any other right, power or privilege. All rights and remedies existing hereunder are cumulative to,
and not exclusive of, any rights or remedies otherwise available.


 


4.2   Notices.
Any notice herein required or permitted to be given shall be in writing and may be personally served and shall be deemed to be delivered
upon receipt or if sent by United States mail, three (3) business days after being deposited in the United States mail, certified, with
postage pre-paid and properly addressed, if sent by fax transmission (with the original sent by certified or registered mail or by overnight
courier) and shall be deemed to have been delivered on the day telecopied, or by electronic mail or services such as DocuSign with acknowledged
receipt by the Parties. For the purposes hereof, the addresses and fax numbers of Holder and the Borrower are as set forth on the signature
page hereof. Holder and Borrower may change the address, fax number, and email for service by service of written, fax notice, or email
notice to the other as herein provided as follows (or to such other address as any party may give in a notice given in accordance with
the provisions hereof):


 


Borrower:


 


NYIAX, Inc.,


180 Maiden Lane, 11th Floor


NYC, NY 10005


	Attn:	Chris Hogan, CEO]



Interim CEO


 


Holder:


 


Name:


Address


Attn:


 


4.3   Definition
of Note. The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument as
originally executed, or if later amended or supplemented, then as so amended or supplemented.


 


4.4   Assignability.
This Note may not be assigned by the Borrower without the written consent of the Holder. This Note shall be binding upon the Borrower
and its successors and assigns and shall inure to the benefit of the Holder and its successors and assigns.


 


4.5   Cost
of Collection. If default is made in the payment of this Note, Borrower shall pay the Holder hereof costs of collection, including
attorneys’ fees.


 


4.6   Governing
Law; Dispute Resolution; Waiver of Jury Trial. This Note shall be governed by and construed in accordance with the laws of the State
of New York, without reference to principles of conflict of laws. The Parties irrevocably submit to the jurisdiction of any state or federal
court sitting in or for the United States District Court for the Southern District of New York or any New York State court sitting in
New York County, New York with respect to any dispute arising out of or relating to the Securities, and each party irrevocably agrees
that all claims in respect of such dispute or proceeding shall be heard and determined in such courts. The Parties hereby irrevocably
waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the venue of any dispute arising out
of or relating to the Securities or the transactions contemplated hereby brought in such court or any defense of inconvenient forum for
the maintenance of such dispute or proceeding. Each party agrees that a judgment in any such dispute may be enforced in other jurisdictions
by suit on the judgment or in any other manner provided by law. THE PARTIES HEREBY WAIVE A TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM
OR COUNTER CLAIM BROUGHT OR ASSERTED BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER ON ANY MATTERS WHATSOEVER ARISING OUT OF OR IN
ANY WAY RELATED TO THIS AGREEMENT.


 






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4.7   No
Amendment. This Note shall not be amended without the prior written consent of the Holder.


 


4.8   Registration
of Conversion Shares and PIK Shares. If, at any time within eighteen (18) months of the Effective Date, the Company proposes to file
a registration statement under the Securities Act with respect to an offering by the Company of its Common Stock (other than a registration
(i) pursuant to a registration statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors
of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a registration statement on
Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or
(iii) in connection with any dividend or distribution reinvestment or similar plan), then the Company shall give written notice (each,
a “Company Piggy-Back Notice”) of such proposed filing to Holder at least fifteen (15) days before the anticipated
filing date of such registration statement, and such Company Piggy-Back Notice also shall be required to offer to such Holder the opportunity
to register such aggregate number of Conversion Shares and/or PIK Shares as the Holder may request. The Holder shall have the right, exercisable
for the five (5) days immediately following the giving of a Company Piggy-Back Notice, to request, by written notice (the “Holder
Notice”) to the Company, the inclusion of all or any portion of the Conversion Shares and/or PIK Shares of the Holder in such
registration statement.


 


Notwithstanding anything contained
to the contrary in this Section 4.8, the Company shall have the absolute right, whether before or after the giving of a Company Piggy-Back
Notice or Holder Notice, to determine not to file a registration statement pursuant to which the Holder shall have the right to include
its Conversion Shares and/or PIK Shares therein pursuant to this Section 4.8, to withdraw such registration statement or to delay or suspend
pursuing the effectiveness of such registration statement. In the event of such a determination after the giving of a Company Piggy-Back
Notice, the Company shall give notice of such determination to the Holder and other persons which carry registration rights granted and,
thereupon, (A) in the case of a determination not to register or to withdraw such registration statement, the Company shall be relieved
of its obligation under this Section 4.8 to register any of the Conversion Shares and/or PIK Shares in connection with such registration,
and (B) in the case of a determination to delay the registration, the Company shall be permitted to delay or suspend the registration
of the Conversion Shares and PIK Shares pursuant to this Section 4.8 for the same period as the delay in the registration of such other
securities.


 


IN WITNESS WHEREOF, Borrower
has caused this Note to be signed in its name on the ____ day of _________, 2022.


 


	NYIAX, Inc. By:	 	Holder:	 
	 	 	 	 	 
	Name:	 	 	Name:	 
	 	 	 	 	  
	Title:	 	 	Title:	 



 


	Address for Notice to Borrower:	 	 	Address for Notice to Holder:	
	 	 	 



 


	Email:   	 	 	Email:  	 
	 	 	 	 	  
	Date:	 	 	Date:	 



 


 


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