Exhibit
10.33


 


 





Warrant
Certificate No.______


 


NEITHER
THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST
THEREIN MAY BE OFFERED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE
UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN
OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES
MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
ACT OR APPLICABLE STATE SECURITIES LAWS.


 





	Effective Date: _________	Void After: _________


 




NYIAX,
INC.


 


WARRANT
TO PURCHASE COMMON STOCK


 


NYIAX,
Inc., a Delaware corporation (the “Company”), for value received on ___________ (the “Effective Date”),
hereby issues to _______________________________________________________(the “Holder” or “Warrant Holder”)
this Warrant (the “Warrant”) to purchase ______ shares (each such share as from time to time adjusted as hereinafter
provided being a “Warrant Share” and all such shares being the “Warrant Shares”) of the Company’s
Common Stock (as defined below), at the Exercise Price (as defined below), as adjusted from time to time as provided herein, on or before
_________ five years from the Effective Date, or at the initial public offering (“IPO”) of the Company which every
event occurs first (the “Expiration Date”), all subject to the following terms and conditions. This Warrant has been
issued to the Holder pursuant to that certain Securities Purchase Agreement dated _______________ by and between the Company and the
Holder (the “Securities Purchase Agreement”).


 


As
used in this Warrant, (i) “Business Day” means any day other than Saturday, Sunday or any other day on which commercial
banks in the City of New York, New York, are authorized or required by law or executive order to close; (ii) “Common Stock”
means the common stock of the Company, par value $0.001 per share, including any securities issued or issuable with respect thereto or
into which or for which such shares may be exchanged for, or converted into, pursuant to any stock dividend, stock split, stock combination,
recapitalization, reclassification, reorganization or other similar event; (iii) “Exercise Price” means five ($5)
dollars per share of Common Stock, subject to adjustment as provided herein; (iv) “Trading Day” means any day on which
the Common Stock is traded (or available for trading) on its principal trading market; and (v) “Affiliate” means
any person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with,
a person, as such terms are used and construed in Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities
Act”).


 






    
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	1.	DURATION AND EXERCISE OF WARRANTS



 


(a)
Exercise Period. The Holder may exercise this Warrant in whole or in part on any Business Day on or before 5:00 P.M., Eastern
Time, on the Expiration Date, at which time this Warrant shall become void and of no value.


 


(b)
Exercise Procedures.




 


(i)
While this Warrant remains outstanding and exercisable in accordance with Section 1(a), the Holder may exercise this Warrant in whole
or in part at any time and from time to time by:


 


(A)
delivery to the Company of a duly executed copy of the Notice of Exercise attached as Exhibit A.


 


(B)
surrender of this Warrant to the Secretary of the Company at its principal offices or at such other office or agency as the Company may
specify in writing to the Holder; and


 


(C)
payment of the then-applicable Exercise Price per share multiplied by the number of Warrant Shares being purchased upon exercise of the
Warrant (such amount, the “Aggregate Exercise Price”) made in the form of cash, or by certified check, bank draft
or money order payable in lawful money of the United States of America.


 


(ii)
Upon the exercise of this Warrant in compliance with the provisions of this Section 1(b), the Company shall promptly issue and cause
to be delivered to the Holder a certificate for the Warrant Shares purchased by the Holder. Each exercise of this Warrant shall be effective
immediately prior to the close of business on the date (the “Date of Exercise”) that the conditions set forth in Section
1(b) have been satisfied, as the case may be. On the first Business Day following the date on which the Company has received each of
the Notice of Exercise and the Aggregate Exercise Price (the “Exercise Delivery Documents”), the Company shall transmit
an acknowledgment of receipt of the Exercise Delivery Documents to the Company’s transfer agent (the “Transfer Agent”).
On or before the third (3rd) Business Day following the date on which the Company has received all of the Exercise Delivery
Documents (the “Share Delivery Date”), the Company shall (X) provided that the Transfer Agent is participating in
The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit
such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its
designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system, or (Y) if the Transfer Agent is not
participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified
in the Notice of Exercise, a certificate, registered in the Company’s share register in the name of the Holder or its designee,
for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of the Exercise Delivery
Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect
to which this Warrant has been exercised, irrespective of the date of delivery of the certificates evidencing such Warrant Shares.


 


(c)
Partial Exercise. This Warrant shall be exercisable, either in its entirety or, from time to time, for part only of the number
of Warrant Shares referenced by this Warrant. If this Warrant is submitted in connection with any exercise pursuant to Section 1 and
the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the actual number of Warrant Shares being
acquired upon such an exercise, then the Company shall as soon as practicable and in no event later than five (5) Business Days after
any exercise and at its own expense, issue a new Warrant of like tenor representing the right to purchase the number of Warrant Shares
purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant
is exercised.


 


(d)
Disputes. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant
Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and resolve such dispute in
accordance with Section 16.


 






    
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	2.	ISSUANCE OF WARRANT SHARES



 


(a)
The Company covenants that all Warrant Shares will, upon issuance in accordance with the terms of this Warrant, be (i) duly authorized,
fully paid and non-assessable, and (ii) free from all liens, charges and security interests, with the exception of claims arising through
the acts or omissions of any Holder and except as arising from applicable Federal and state securities laws.


 


(b)
The Company shall register this Warrant upon records to be maintained by the Company for that purpose in the name of the record holder
of such Warrant from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner thereof
for the purpose of any exercise thereof, any distribution to the Holder thereof and for all other purposes.


 


(c)
The Company will not, by amendment of its certificate of incorporation, by-laws or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying
out of all the provisions of this Warrant and in the taking of all action necessary or appropriate in order to protect the rights of
the Holder to exercise this Warrant, or against impairment of such rights.


 


	3.	ADJUSTMENTS OF EXERCISE PRICE, NUMBER AND
                                TYPE OF WARRANT SHARES



 


(a)
The Exercise Price and the number of shares purchasable upon the exercise of this Warrant shall be subject to adjustment from time to
time upon the occurrence of certain events described in this Section 3; provided, that notwithstanding the provisions of this
Section 3, the Company shall not be required to make any adjustment if and to the extent that such adjustment would require the Company
to issue a number of shares of Common Stock in excess of its authorized but unissued shares of Common Stock, less all amounts of Common
Stock that have been reserved for issue upon the conversion of all outstanding securities convertible into shares of Common Stock and
the exercise of all outstanding options, warrants and other rights exercisable for shares of Common Stock. If the Company does not have
the requisite number of authorized but unissued shares of Common Stock to make any adjustment, the Company shall use its commercially
best efforts to obtain the necessary stockholder consent to increase the authorized number of shares of Common Stock to make such an
adjustment pursuant to this Section 3.


 


(i)
Subdivision or Combination of Stock. In case the Company shall at any time subdivide (whether by way of stock dividend, stock
split or otherwise) its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately
prior to such subdivision shall be proportionately reduced and the number of Warrant Shares shall be proportionately increased, and conversely,
in case the outstanding shares of Common Stock of the Company shall be combined (whether by way of stock combination, reverse stock split
or otherwise) into a smaller number of shares, the Exercise Price in effect immediately prior to such combination shall be proportionately
increased and the number of Warrant Shares shall be proportionately decreased. The Exercise Price and the Warrant Shares, as so adjusted,
shall be readjusted in the same manner upon the happening of any successive event or events described in this Section 3(a)(i).


 


(ii)
Dividends in Stock, Property, Reclassification. If at any time, or from time to time, all of the holders of Common Stock (or any
shares of stock or other securities at the time receivable upon the exercise of this Warrant) shall have received or become entitled
to receive, without payment therefore:


 


(A)
any shares of stock or other securities that are at any time directly or indirectly convertible into or exchangeable for Common Stock,
or any rights or options to subscribe for, purchase or otherwise acquire any of the foregoing by way of dividend or other distribution,
or


 






    
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(B)
additional stock or other securities or property (including cash) by way of spin-off, split-up, reclassification, combination of
shares or similar corporate rearrangement (other than shares of Common Stock issued as a stock split or adjustments in respect of which
shall be covered by the terms of Section 3(a)(i) above), then and in each such case, the Exercise Price and the number of Warrant Shares
to be obtained upon exercise of this Warrant shall be adjusted proportionately, and the Holder hereof shall, upon the exercise of this
Warrant, be entitled to receive, in addition to the number of shares of Common Stock receivable thereupon, and without payment of any
additional consideration therefor, the amount of stock and other securities and property (including cash in the cases referred to above)
that such Holder would hold on the date of such exercise had such Holder been the holder of record of such Common Stock as of the date
on which holders of Common Stock received or became entitled to receive such shares or all other additional stock and other securities
and property. The Exercise Price and the Warrant Shares, as so adjusted, shall be readjusted in the same manner upon the happening of
any successive event or events described in this Section 3(a)(ii).


 


(iii)
Reorganization, Reclassification, Consolidation, Merger or Sale. If any recapitalization, reclassification or reorganization of
the capital stock of the Company, or any consolidation or merger of the Company with another corporation, or the sale of all or substantially
all of its assets or other transaction shall be effected in such a way that holders of Common Stock shall be entitled to receive stock,
securities, or other assets or property (an “Organic Change”), then, as a condition of such Organic Change, lawful
and adequate provisions shall be made by the Company whereby the Holder hereof shall thereafter have the right to purchase and receive
(in lieu of the shares of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the
rights represented by this Warrant) such shares of stock, securities or other assets or property as may be issued or payable with respect
to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such stock immediately theretofore
purchasable and receivable assuming the full exercise of the rights represented by this Warrant. In the event of any Organic Change,
appropriate provision shall be made by the Company with respect to the rights and interests of the Holder of this Warrant to the end
that the provisions hereof (including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares
purchasable and receivable upon the exercise of this Warrant) shall thereafter be applicable, in relation to any shares of stock, securities
or assets thereafter deliverable upon the exercise hereof. The Company will not affect any such consolidation, merger or sale unless,
prior to the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger
or the corporation purchasing such assets shall assume by written instrument reasonably satisfactory in form and substance to the Holder
executed and mailed or delivered to the registered Holder hereof at the last address of such Holder appearing on the books of the Company,
the obligation to deliver to such Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions,
such Holder may be entitled to purchase.


 


If
there is an Organic Change, then the Company shall cause to be mailed to the Holder at its last address as it shall appear on the books
and records of the Company, at least 10 calendar days before the effective date of the Organic Change, a notice stating the date on which
such Organic Change is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock
of record shall be entitled to exchange their shares for securities, cash, or other property delivered upon such Organic Change; provided,
that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action
required to be specified in such notice. The Holder is entitled to exercise this Warrant during the 10-day period commencing on the date
of such notice to the effective date of the event triggering such notice. In any event, the successor corporation (if other than the
Company) resulting from such consolidation or merger or the corporation purchasing such assets shall be deemed to assume such obligation
to deliver to such Holder such shares of stock, securities or assets even in the absence of a written instrument assuming such obligation
to the extent such assumption occurs by operation of law.


 






    
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(b)
Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment pursuant to this Section 3, the Company
at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to each Holder
of this Warrant a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment
or readjustment is based. The Company shall promptly furnish or cause to be furnished to such Holder a like certificate setting forth:
(i) such adjustments and readjustments; and (ii) the number of shares and the amount, if any, of other property which at the time would
be received upon the exercise of the Warrant.


 


(c)
Certain Events. If any event occurs as to which the other provisions of this Section 3 are not strictly applicable but the lack
of any adjustment would not fairly protect the purchase rights of the Holder under this Warrant in accordance with the basic intent and
principles of such provisions, or if strictly applicable would not fairly protect the purchase rights of the Holder under this Warrant
in accordance with the basic intent and principles of such provisions, then the Company’s Board of Directors will, in good faith,
make an appropriate adjustment to protect the rights of the Holder; provided, that no such adjustment pursuant to this Section
3(c) will increase the Exercise Price or decrease the number of Warrant Shares as otherwise determined pursuant to this Section 3.


 


	4.	INTENTIONALLY LEFT BLANK



 


	5.	TRANSFERS AND EXCHANGES OF WARRANT AND WARRANT
                                SHARES.



 


(a)
Registration of Transfers and Exchanges. Subject to Section 5(c), upon the Holder’s surrender of this Warrant, with a duly executed
copy of the Form of Assignment attached as Exhibit B, to the Secretary of the Company at its principal offices or at such other office
or agency as the Company may specify in writing to the Holder, the Company shall register the transfer of all or any portion of this
Warrant. Upon such registration of transfer, the Company shall issue a new Warrant, in substantially the form of this Warrant, evidencing
the acquisition rights transferred to the transferee and a new Warrant, in similar form, evidencing the remaining acquisition rights
not transferred, to the Holder requesting the transfer.


 


(b)
Warrant Exchangeable for Different Denominations. The Holder may exchange this Warrant for a new Warrant or Warrants, in substantially
the form of this Warrant, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased
hereunder, each of such new Warrants to be dated the date of such exchange and to represent the right to purchase such number of Warrant
Shares as shall be designated by the Holder. The Holder shall surrender this Warrant with duly executed instructions regarding such re-certification
of this Warrant to the Secretary of the Company at its principal offices or at such other office or agency as the Company may specify
in writing to the Holder.


 


(c)
(c)Restrictions on Transfers. This Warrant may not be transferred at any time without (i) registration under the Securities Act
or (ii) an exemption from such registration and a written opinion of legal counsel addressed to the Company that the proposed transfer
of the Warrant may be effected without registration under the Securities Act, which opinion will be in form and from counsel reasonably
satisfactory to the Company.


 


(d)
Permitted Transfers and Assignments. Notwithstanding any provision to the contrary in this Section 5, the Holder may transfer, with or
without consideration, this Warrant or any of the Warrant Shares (or a portion thereof) to the Holder’s Affiliates (as such term
is defined under Rule 144 of the Securities Act) without obtaining the opinion from counsel that may be required by Section 5(c)(ii),
provided, that the Holder delivers to the Company and its counsel certification, documentation, and other assurances reasonably required
by the Company’s counsel to enable the Company’s counsel to render an opinion to the Company’s Transfer Agent that
such transfer does not violate applicable securities laws.


 






    
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	6.	MUTILATED OR MISSING WARRANT CERTIFICATE.



 


If
this Warrant is mutilated, lost, stolen or destroyed, upon request by the Holder, the Company will, at its expense, issue, in exchange
for and upon cancellation of the mutilated Warrant, or in substitution for the lost, stolen or destroyed Warrant, a new Warrant, in substantially
the form of this Warrant, representing the right to acquire the equivalent number of Warrant Shares; provided, that, as a prerequisite
to the issuance of a substitute Warrant, the Company may require satisfactory evidence of loss, theft or destruction as well as an indemnity
from the Holder of a lost, stolen or destroyed Warrant.


 


	7.	PAYMENT OF TAXES.



 


The
Company will pay all transfer and stock issuance taxes attributable to the preparation, issuance and delivery of this Warrant and the
Warrant Shares (and replacement Warrants) including, without limitation, all documentary and stamp taxes; provided, however,
that the Company shall not be required to pay any tax in respect of the transfer of this Warrant, or the issuance or delivery of certificates
for Warrant Shares or other securities in respect of the Warrant Shares to any person or entity other than to the Holder.


 


	8.	FRACTIONAL WARRANT SHARES.



 


No
fractional Warrant Shares shall be issued upon exercise of this Warrant. The Company, in lieu of issuing any fractional Warrant Share,
shall round up the number of Warrant Shares issuable to nearest whole share.


 


	9.	NO STOCK RIGHTS AND LEGEND.



 


No
holder of this Warrant, as such, shall be entitled to vote or be deemed the holder of any other securities of the Company that may at
any time be issuable on the exercise hereof, nor shall anything contained herein be construed to confer upon the holder of this Warrant,
as such, the rights of a stockholder of the Company or the right to vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or give or withhold consent to any corporate action or to receive notice of meetings or other actions
affecting stockholders (except as provided herein), or to receive dividends or subscription rights or otherwise (except as provide herein).


 




    
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Each
certificate for Warrant Shares initially issued upon the exercise of this Warrant, and each certificate for Warrant Shares issued to
any subsequent transferee of any such certificate, shall be stamped or otherwise imprinted with a legend in substantially the following
form:




 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE
TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES
LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES,
WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR
TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.”


 


	10.	INTENTIONALLY LEFT BLANK.



 


	11.	NOTICES.



 


All
notices, consents, waivers, and other communications under this Warrant must be in writing and will be deemed given to a party when (a)
delivered to the appropriate address by hand or by nationally recognized overnight courier service (costs prepaid); (b) sent by facsimile
or e-mail with confirmation of transmission by the transmitting equipment; (c) received or rejected by the addressee, if sent by certified
mail, return receipt requested, if to the registered Holder hereof; or (d) seven days after the placement of the notice into the mails
(first class postage prepaid), to the Holder at the address, facsimile number, or e-mail address furnished by the registered Holder to
the Company, or if to the Company, to it at:


 





	 	NYIAX, Inc.
	 	244 5th Avenue, Suite 2669 New York, NY 10001 

Attention: Mark Grinbaum

 Email: mgrinbaum@nyiax.com


 


	12.	SEVERABILITY.



 


If
a court of competent jurisdiction holds any provision of this Warrant invalid or unenforceable, the other provisions of this Warrant
will remain in full force and effect. Any provision of this Warrant held invalid or unenforceable only in part or degree will remain
in full force and effect to the extent not held invalid or unenforceable.


 


	13.	BINDING EFFECT.



 


This
Warrant shall be binding upon and inure to the sole and exclusive benefit of the Company, its successors and assigns, the registered
Holder or Holders from time to time of this Warrant and the Warrant Shares.


 


	14.	SURVIVAL OF RIGHTS AND DUTIES.



 


This
Warrant shall terminate and be of no further force and effect on the earlier of 5:00 P.M., Eastern Time, on the Expiration Date or the
date on which this Warrant has been exercised in full.


 


	15.	GOVERNING LAW.



 


This
Warrant will be governed by and construed under the laws of the State of Delaware without regard to conflicts of laws principles that
would require the application of any other law.


 






    
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	16.	DISPUTE RESOLUTION.



 


In
the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the Company
shall submit the disputed determinations or arithmetic calculations via facsimile within two (2) Business Days of receipt of the Notice
of Exercise giving rise to such dispute, as the case may be, to the Holder. If the Holder and the Company are unable to agree upon such
determination or calculation of the Exercise Price or the Warrant Shares within three Business Days of such disputed determination or
arithmetic calculation being submitted to the Holder, then the Company shall, within two Business Days, submit via facsimile (a) the
disputed determination of the Exercise Price to an independent, reputable investment bank selected by the Company and approved by the
Holder or (b) the disputed arithmetic calculation of the Warrant Shares to the Company’s independent, outside accountant. The Company
shall cause at its expense the investment bank or the accountant, as the case may be, to perform the determinations or calculations and
notify the Company and the Holder of the results no later than ten (10) Business Days from the time it receives the disputed determinations
or calculations. Such investment bank’s or accountant’s determination or calculation, as the case may be, shall be binding
upon all parties absent demonstrable error.


 


	17.	NOTICES OF RECORD DATE.



 


Upon
(a) any establishment by the Company of a record date of the holders of any class of securities for the purpose of determining the holders
thereof who are entitled to receive any dividend or other distribution, or right or option to acquire securities of the Company, or any
other right, or (b) any capital reorganization, reclassification, recapitalization, merger or consolidation of the Company with or into
any other corporation, any transfer of all or substantially all the assets of the Company, or any voluntary or involuntary dissolution,
liquidation or winding up of the Company, or the sale, in a single transaction, of a majority of the Company’s voting stock (whether
newly issued, or from treasury, or previously issued and then outstanding, or any combination thereof), the Company shall mail to the
Holder at least ten (10) Business Days, or such longer period as may be required by law, prior to the record date specified therein,
a notice specifying (i) the date established as the record date for the purpose of such dividend, distribution, option or right and a
description of such dividend, option or right, (ii) the date on which any such reorganization, reclassification, transfer, consolidation,
merger, dissolution, liquidation or winding up, or sale is expected to become effective and (iii) the date, if any, fixed as to when
the holders of record of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable
upon such reorganization, reclassification, transfer, consolation, merger, dissolution, liquidation or winding up.


 


	18.	RESERVATION OF SHARES.



 


The
Company shall reserve and keep available out of its authorized but unissued shares of Common Stock for issuance upon the exercise of
this Warrant, free from pre-emptive rights, such number of shares of Common Stock for which this Warrant shall from time to time be exercisable.
The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein
without violation of any applicable law or regulation. Without limiting the generality of the foregoing, the Company covenants that it
will use commercially reasonable efforts to take all such action as may be necessary or appropriate in order that the Company may validly
and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and use commercially reasonable efforts
to obtain all such authorizations, exemptions or consents, including but not limited to consents from the Company’s stockholders
or Board of Directors or any public regulatory body, as may be necessary to enable the Company to perform its obligations under this
Warrant.


 


	19.	NO THIRD-PARTY RIGHTS.



 


This
Warrant is not intended, and will not be construed, to create any rights in any parties other than the Company and the Holder, and no
person or entity may assert any rights as third-party beneficiary hereunder.


 


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IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the date first set forth above.


 


	 	NYIAX, INC.
	 	 
	 	By:	 
	 	Name:	Mark Grinbaum
	 	Title:	Executive Vice President and Treasurer



  




    
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EXHIBIT
C: NEW INVESTORS


 


EXHIBIT
A

NOTICE OF EXERCISE


 


(To
be executed by the Holder of Warrant if such Holder desires to exercise Warrant) To NYIAX, Inc.:The undersigned hereby irrevocably
elects to exercise this Warrant and to purchase thereunder,  ___ full shares of NYIAX, Inc.’s common stock issuable
upon exercise of the Warrant and delivery of $  __ (in cash as provided for in the foregoing Warrant) and any applicable
taxes payable by the undersigned pursuant to such Warrant; and


 


The
undersigned requests that certificates for such shares be issued in the name of:


  


	 	(Please
    print name, address and social security or federal employer	 
	 	identification number (if
    applicable))	 



 


If
the shares issuable upon this exercise of the Warrant are not all of the Warrant Shares which the Holder is entitled to acquire upon
the exercise of the Warrant, the undersigned requests that a new Warrant evidencing the rights not so exercised be issued in the name
of and delivered to:


 


	 	(Please
    print name, address and social security or	 
	 	federal employer identification
    number (if applicable))	 



 





	 	Name of Holder
    (print): __________________________
	 	(Signature): ___________________________________
	 	(By:) ________________________________________
	 	(Title:) _______________________________________
	 	Dated: _______________________________________


 







    
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EXHIBIT
B


 


FORM
OF ASSIGNMENT


 


FOR
VALUE RECEIVED, ____ hereby sells, assigns and transfers to each assignee set forth below all of the rights of the
undersigned under the Warrant (as defined in and evidenced by the attached Warrant) to acquire the number of Warrant Shares set
opposite the name of such assignee below and in and to the foregoing Warrant with respect to said acquisition rights and the shares
issuable upon exercise of the Warrant:


 


	Name
    of Assignee	 	Address	 	Number
    of Shares
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


If
the total of the Warrant Shares are not all of the Warrant Shares evidenced by the foregoing Warrant, the undersigned requests that a
new Warrant evidencing the right to acquire the Warrant Shares not so assigned be issued in the name of and delivered to the undersigned.


 





	 	Name of Holder
    (print): __________________________
	 	(Signature): ___________________________________
	 	(By:) ________________________________________
	 	(Title:) _______________________________________
	 	Dated: _______________________________________


 



    
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