Exhibit 10.23


 


 


 


SUBSCRIPTION AGREEMENT


 


This SUBSCRIPTION AGREEMENT (“Subscription
Agreement”) made as of this ____ day of ________________, by and between NYIAX, Inc., a Delaware corporation (the
“Company”), and the undersigned (the “Subscriber”).


 


RECITALS


 


WHEREAS, Company intends to
obtain subscriptions up to $30,250,000 (the “Maximum Offering Amount”) for the purchase and sale, in a private placement
transaction (the “Offering”) pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”)
and/or Rule 506(b) of Regulation D promulgated thereunder (“Regulation D”), of its units (collectively, the “Units”),
each consisting of (i) one share (collectively, the “Shares”) of its common stock, par value $0.0001 per share (collectively
the “Common Stock”), and (ii) one 5-year warrant (each whole warrant is referred to as a “Warrant”,
and collectively, the “Warrants”) to purchase one half (1/2) of a share of Common Stock at an exercise price of $6.60
per share. Subject to the Company’s discretion, the Company may accept subscriptions up to $30,250,000 (the “Over-Subscription
Amount”), on the terms and conditions hereinafter set forth, and the Subscriber desires to acquire that number of Units set
forth on the signature page hereof.


 


NOW, THEREFORE, for and in
consideration of the promises and the mutual covenants hereinafter set forth, the parties hereto do hereby agree as follows:


 


AGREEMENT


 


 1. Subscription Procedure




 


1.1 Subject to the terms and
conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company the number of Units as
is set forth upon the signature page hereof at a price of $5.50 per Unit (the “Purchase Price”). The Company agrees
to sell such Units to the Subscriber for the Purchase Price, subject to the provisions of Section 1.7, below.


 


1.2 The subscription period
will begin as of the date of this Subscription Agreement and will terminate at 5:00 PM Eastern Standard Time on February 20, 2020, unless
extended on one or more occasions for up to an additional one hundred and eighty (180) days by the Board of Directors of the Company (as
defined below) in their joint discretion (the “Termination Date”). The Units will be offered on a “best efforts”
basis as more particularly set forth in that Confidential Private Placement Memorandum and any supplements thereto (the “Offering
Memorandum”), dated August 22, 2019. The minimum investment per subscription of the Offering is $50,000.00, subject to the Company’s
right to accept a lesser amount. There is no minimum number of Units that must be sold to close the Offering. The Company may conduct
one or more closings (each, a “Closing”) prior to the receipt of the Maximum Offering Amount of $30,250,000. In the
event the Offering is oversubscribed in excess of the Maximum Offering Amount, the Offering may be increased up to the Over-Subscription
Amount in the discretion of the Company (the “Over-Subscription”). The consummation of the Offering is subject to the
satisfaction of a number of conditions to be further described in the Offering Memorandum, one or more of which conditions may not occur.


 


1.3 The Purchase Price
will be sent directly to the Company separate Bank of America Bank Account for this Offering (the “Offering Bank
Account”), the Company funds shall be transmitted directly to the Company at each Closing(s). Funds will be returned
promptly, without interest or offset if this Subscription Agreement is not accepted by the Company, or the Offering is
terminated pursuant to its terms or by the Company prior to the any Closing.


 






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1.4 Certificates representing
the Shares and the Warrants bearing the name of the Subscriber will be delivered by the Company within a reasonable amount of time following
the final Closing of the Offering. The Subscriber hereby authorizes and directs the Company to deliver the aforementioned certificates
to be issued to such Subscriber pursuant to this Subscription Agreement to the residential or business address indicated in the Investor
Questionnaire, a form of which is attached hereto as Exhibit A.


 


1.5 The Purchase Price for
the Units purchased hereunder shall be paid pursuant to the following instructions:


 


If by wire transfer:


 


	 	Beneficiary	NYIAX
	 	 	Bank of America
	 	 	Client Name: NYIAX Inc
	 	 	Client Contact:
	 	 	Account Number:
	 	 	ACH Rou_ng#:
	 	 	Wire Rou_ng#:
	 	 	State Name: New York (NY)



 


If by check:


 


Payable to: NYIAX, Inc.


 


Mailed to:


 


All checks which are mailed must be sent by overnight express (DHL,
UPS, United States Postal Service Express, or Federal Express) with tracking numbers provided to the Company.


 


1.6 The Company may, in their
sole discretion, reject any subscription, in whole or in part. The Company may, in its sole discretion, terminate or withdraw the Offering
in its entirety at any time prior to a Closing in relation thereto. If this subscription is rejected in whole or the Offering is terminated,
all funds received from the Subscriber will be returned without interest or offset, and this Subscription Agreement shall thereafter be
of no further force or effect. If this subscription is rejected in part, the funds for the rejected portion of this subscription will
be returned without interest or offset, and this Subscription Agreement will continue in full force and effect to the extent this subscription
was accepted. The Company shall not be required to allocate among investors on a pro rata basis in the event of an over-subscription.


 


 2. Representations and Covenants of Subscriber




 


2.1 The Subscriber
recognizes that the purchase of the Units involves a high degree of risk in that (i) the Company will need additional capital to
operate its business but has no assurance of additional necessary capital; (ii) an investment in the Company is highly speculative
and only investors who can afford the loss of their entire investment should consider investing in the Company and the Units; (iii)
an investor may not be able to liquidate his, her or its investment in the Units; (iv) transferability of the Shares and/or the
Warrants is extremely limited; (v) an investor could sustain the loss of his, her or its entire investment; and (vi) the Company is
and will be subject to numerous other risks and uncertainties, including without limitation, significant and material risks relating
to the Company’s business and operations, and the industries, markets and geographic regions in which the Company competes, as
well as risks associated with the Offering, all as more fully set forth herein and in the Offering Memorandum, the terms of which
have been reviewed and accepted by the Subscriber.


 






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2.2 The Subscriber represents
that he, she or it is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Act,
as indicated by his, her or its Investor Questionnaire, and that he, she or it is able to bear the economic risk of an investment in the
Units. The Subscriber must complete the applicable Investor Questionnaire to enable the Company to assess the Subscriber’s eligibility
for the Offering.


 


2.3 The Subscriber represents
that all information which the Subscriber has provided to the Company concerning the Subscriber or the Subscriber’s investor status,
financial position, knowledge and experience in financial and business matters, or, in the case of a corporation, trust, partnership,
limited liability company, or other entity, the knowledge and experience in financial and business matters of the person making the investment
decision on behalf of such entity, including all information contained herein, is correct and complete as of the date of this Agreement,
and if there should be any adverse change in such information prior to this subscription being accepted, the Subscriber will immediately
provide the Company with such information.


 


2.4 The Subscriber acknowledges
that he, she or it has prior investment experience, including without limitation, investment in non-listed and non-registered securities,
or he, she or it has employed the services of an investment advisor, attorney or accountant to read all of the documents furnished or
made available by the Company both to him, her or it and to all other prospective investors in the Units and to evaluate the merits and
risks of such an investment on his, her or its behalf, and that he, she or it recognizes the highly speculative nature of this investment.


 


2.5 The Subscriber acknowledges
receipt and careful review of the Offering Memorandum, this Subscription Agreement, and the attachments hereto and thereto (collectively,
the “Offering Documents”) and hereby represents that he, she or it has been furnished or given access by the Company
during the course of the Offering with or to all information regarding the Company and its financial conditions and results of operations
which he, she or it had requested or desired to know; that all documents which could be reasonably provided have been made available for
his, her or its inspection and review; that he, she or it has been afforded the opportunity to ask questions of and receive answers from
duly authorized representatives of the Company concerning the terms and conditions of the Offering, and any additional information which
he, she or it had requested. The Subscriber further represents and acknowledges that the Subscriber has not seen or received any advertisement
or general solicitation with respect to the sale of any of the securities of the Company, including, without limitation, the Units.


 


2.6 The Subscriber acknowledges
that the Offering of the Units may involve tax consequences, and that the contents of the Offering Documents do not contain tax advice
or information. The Subscriber acknowledges that he, she or it must retain his, her or its own professional advisors to evaluate the tax
and other consequences of an investment in the Units.


 


2.7 The Subscriber
acknowledges that the Offering of the Units has not been reviewed or approved by the United States Securities and Exchange
Commission (“SEC”) because the Offering is intended to be a nonpublic offering pursuant to Section 4(a)(2) of the
Act and/or Rule 506(b) of Regulation D promulgated thereunder. The Subscriber represents that the Units are being purchased for his,
her or its own account, for investment and not for distribution or resale to others. The Subscriber agrees that he, she or it will
not sell or otherwise transfer any of the Units unless they are registered under the Act or unless an exemption from such
registration is available and, upon the Company’s request, the Company receives an opinion of counsel reasonably satisfactory
to the Company confirming that an exemption from such registration is available for such sale or transfer.


 






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2.8 The Subscriber understands
that the Units have not been registered under the Act by reason of a claimed exemption under the provisions of the Act which depends,
in part, upon his, her or its investment intention. The Subscriber realizes that, in the view of the SEC, a purchase now with the intention
to distribute would represent a purchase with an intention inconsistent with his, her or its representation to the Company, and the SEC
might regard such a distribution as a deferred sale to which such exemption is not available.


 


2.9 The Subscriber understands
that Rule 144 (the “Rule”) promulgated under the Act requires, among other conditions, a six (6) month holding period
prior to the resale (in limited amounts) of securities acquired in a non-public offering, such as the Offering, without having to satisfy
the registration requirements under the Act. The Subscriber understands that the Company makes no representation or warranty regarding
its fulfillment in the future of any reporting requirements under the Exchange Act, or its dissemination to the public of any current
financial or other information concerning the Company, as is required by Rule 144 as one of the conditions of its availability. The Subscriber
consents that the Company may, if it desires, permit the transfer of the Units out of his, her or its name only when his, her or its request
for transfer is accompanied by an opinion of counsel reasonably satisfactory to the Company that neither the sale nor the proposed transfer
results in a violation of the Act, any applicable state “blue sky” laws or any applicable securities laws of any other country,
province or jurisdiction (collectively, “Securities Laws”). The Subscriber agrees to hold the Company and its directors,
officers and controlling persons and their respective heirs, representatives, successors and assigns harmless and to indemnify them against
all liabilities, costs and expenses incurred by them as a result of any misrepresentation made by him contained herein or in the Investor
Questionnaire or any sale or distribution by the undersigned Subscriber in violation of any Securities Laws.


 


2.10 The Subscriber acknowledges
and consents to the placement of one or more legends on any certificate or other document evidencing his, her or its Shares and Warrants
stating that they have not been registered under the Act, substantially in the form as set forth below, and are subject to the terms of
this Subscription Agreement, including the lock up restriction set forth in Section 5.5, and setting forth or referring to the
restrictions on the transferability and sale thereof:


 


THESE SECURITIES [AND THE
SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE] HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF
COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.


 


2.11 The Subscriber
understands that the Company will review this Subscription Agreement and the Investor Questionnaire and, if the Subscriber is a
natural person, the Company is hereby given authority by the Subscriber to call his, her or its bank or place of employment. The
Subscriber further authorizes the Company to review his, her or its financial standing; and the Subscriber agrees that the Company
reserves the unrestricted right to reject or limit any subscription and to close the Offering pursuant to the terms of the Offering
Documents.


 






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2.12 The Subscriber hereby
represents that the address of Subscriber furnished by him, her or it at the end of this Subscription Agreement and in the Investor Questionnaire
is the undersigned’s principal residence if he, she or it is an individual or its principal business address if it is a corporation
or other entity.


 


2.13 The Subscriber acknowledges
that if the Subscriber is a Registered Representative of a Financial Industry Regulatory Authority (“FINRA”) member
firm, he, she or it must give such firm the notice required by the FINRA Conduct Rules, or any applicable successor rules of the FINRA,
receipt of which must be acknowledged by such firm on the signature page hereof. The Subscriber shall also notify the Company if the Subscriber
or any affiliate of Subscriber is a registered broker-dealer with the SEC, in which case the Subscriber represents that the Subscriber
is purchasing the Units in the ordinary course of business and, at the time of purchase of the Units, has no agreements or understandings,
directly or indirectly, with any person to distribute the Units or any portion thereof.


 


2.14 The Subscriber hereby
represents that, except as set forth in the Offering Documents, no representations or warranties have been made to the Subscriber by either
the Company or its agents, employees or affiliates and in entering into this transaction, the Subscriber is not relying on any information,
other than that contained in the Offering Documents and the results of independent investigation by the Subscriber.


 


2.15 The Subscriber agrees
that he, she or it will purchase the Units in the Offering only if his, her or its intent at such time is to make such purchase for investment
purposes and not with a view toward resale.


 


2.16 If the Subscriber is
a partnership, corporation, trust or other entity, such partnership, corporation, trust or other entity further represents and warrants
that: (i) it was not formed for the purpose of investing in the Company; (ii) it is authorized and otherwise duly qualified to purchase
and hold the Units; and (iii) that this Subscription Agreement has been duly and validly authorized, executed and delivered and constitutes
the legal, binding and enforceable obligation of the Subscriber.


 


2.17 If the Subscriber is
not a United States person, such Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its
jurisdiction in connection with any invitation to subscribe for the Units or any use of this Subscription Agreement, including (i) the
legal requirements within its jurisdiction for the purchase of the Units, (ii) any foreign exchange restrictions applicable to such purchase,
(iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that
may be relevant to the purchase, holding, redemption, sale or transfer of the Units. Such Subscriber’s subscription and payment
for, and his, her or its continued beneficial ownership of the Units, will not violate any applicable securities or other laws of the
Subscriber’s jurisdiction.


 


2.18 The Subscriber
acknowledges that (i) the Offering Memorandum contains material, non-public information concerning the Company within the meaning of
Regulation FD promulgated by the SEC, and (ii) the Subscriber is obtaining such material, non-public information solely for the
purpose of considering whether to purchase the Units pursuant to a private placement that is exempt from registration under the Act.
In accordance with Regulation FD and other applicable provisions of the Securities Laws, the Subscriber agrees to keep such
information confidential and not to disclose it to any other person or entity except the Subscriber’s legal counsel, advisors
and other representatives who have agreed (i) to keep such information confidential, (ii) to use such information only for the
purpose set forth above, and (iii) to comply with applicable securities laws with respect to such information. In addition, the
Subscriber further acknowledges that the Subscriber and such legal counsel, advisors and other representatives are prohibited from
trading in the Company’s securities while in possession of material, non-public information and agrees to refrain from
purchasing or selling securities of the Company until such material, non-public information has been publicly disseminated by the
Company. The Subscriber agrees to indemnify and hold harmless the Company and its officers, directors, employees and affiliates and
each other person, if any, who controls any of the foregoing, against any loss, liability, claim, damage and expense whatsoever
(including, but not limited to, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against
any litigation commenced or threatened or any claim whatsoever) arising out of or based upon any false representation or warranty by
the Subscriber, or the Subscriber’s breach of, or failure to comply with, any covenant or agreement made by the Subscriber
herein or in any other document furnished by the Subscriber to the Company or its respective officers, directors, employees or
affiliates or each other person, if any, who controls any of the foregoing in connection with this transaction.


 






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2.19 The Subscriber understands
and acknowledges that (i) the Units are being offered and sold to Subscriber without registration under the Act in a private placement
that is exempt pursuant to Section 4(a)(2) of the Act and/or Rule 506(b) of Regulation D promulgated thereunder; and (ii) the availability
of such exemption depends in part on, and that the Company will rely upon the accuracy and truthfulness of, the foregoing representations
made by the Subscribers, and such Subscriber hereby consents to such reliance.


 


2.20 The Subscriber understands
and acknowledges that he, she or it will at all times be in compliance with any and all state and federal securities and other laws, statutes
and regulations regarding his, her or its ownership and/or any sale, transfer or hypothecation of the Units including but not limited
to those rules and regulations promulgated by the SEC, FINRA and any exchange on which the Company’s Common Stock is listed, if
applicable, and those of federal and state governments and other agencies such as improper short selling of the Company’s Common
Stock and failure to properly file all documents required by the SEC or otherwise.


 


2.21 The Subscriber agrees
that it, he, she or it shall not, directly or indirectly sell, assign, exchange, distribute, offer to sell, contract to sell (including,
without limitation, any short sale), hypothecate, pledge, grant any option to purchase or otherwise transfer or dispose of any Units,
Shares or Warrants of the Company held by it, him or her and purchased further to this Subscription Agreement, at any time from the date
hereof until that date that is six (6) months from the effective date of the Offering.


 


2.22 The undersigned understands
and agrees that an investment in the Units involves special risks, and the undersigned understands those risks (including without limitation
the risks set forth in the Offering Documents), and the undersigned is expressly assuming such risks. The undersigned acknowledges
and is aware that the Units are speculative investments which involve a high degree of risk of loss by Subscriber of his, her or its entire
investment in the Company. The undersigned agrees and acknowledges that it is the undersigned’s sole responsibility to conduct a
“due diligence” investigation of the Company and the financial prospects of the Company.


 












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3. Anti-Dilution
Protection. In the event that the Company effects a Qualified Financing (as defined below) at a pre-money valuation (on a
primary basis without taking into account the exercise of any options or warrants) that is lower than the post-money valuation of
the Company after completion of the Offering (on a primary basis without taking into account the exercise of any options or
warrants), each Subscriber in the Offering shall receive additional fully-paid and non-assessable shares of the Company’s
Common Stock from the Company (the “Additional Investor Shares”) so that upon receipt of such Additional Investor
Shares, the average cost to each Subscriber of its, his or her Shares shall be reduced to a pre-money valuation equal to a twenty
percent (20%) discount to the pre-money valuation of the Qualified Financing. The number of Additional Investor Shares to be issued
to Subscriber herein in a Qualified Financing shall be equal to (x) the total monetary amount invested by the Subscriber divided by
(y) eighty percent (80%) of the per share purchase price of the Qualified Financing, minus (z) the number of shares of Common Stock
owned by the Subscriber in this Offering. “Qualified Financing” shall mean the next offering of equity or equity
linked securities by the Company will be at $5.50 per equity security comparable or current valuation of the Company to the Units
being offered in the 2019 Offering Memorandum, however, in the event the Company receives an offer from a Qualified Institution or
Qualified Institutional Investor for a minimum of $15,000,000, then the Section 3 Anti-Dilution Protection at the
Company’s discretion shall not apply.


 


 4. Reserved




 


 5. Representations by the Company




 


The Company represents and warrants to the Subscriber that:


 


5.1 Organization and Authority.
The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under this Subscription Agreement
and the Offering Documents being executed and delivered by it in connection herewith, and to consummate the transactions contemplated
hereby and thereby.


 


5.2 Authorization.
The Offering Documents have been duly and validly authorized by the Company. This Subscription Agreement, assuming due execution and delivery
by the Subscriber, when the Subscription Agreement is executed and delivered by the Company, will be, valid and binding obligations of
the Company, enforceable in accordance with their respective terms, except as the enforceability hereof and thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors’
rights generally and general principles of equity, regardless of whether enforcement is considered in a proceeding in equity or at law.


 


5.3 Non-Contravention.
The execution and delivery of the Offering Documents by the Company, the issuance of the Units as contemplated by the Offering
Documents and the completion by the Company of the other transactions contemplated by the Offering Documents do not and will not,
with or without the giving of notice or the lapse of time, or both, (i) result in any violation of any provision of the certificate
of incorporation or by-laws or similar instruments of the Company or its subsidiaries, (ii) conflict with or result in a breach by
the Company or its subsidiaries of any of the terms or provisions of, or constitute a default under, or result in the modification
of, or result in the creation or imposition of any lien, security interest, charge or encumbrance upon any of the properties or
assets of the Company or its subsidiaries, pursuant to any agreements, instruments or documents or any indenture, mortgage, deed of
trust or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which Company or any of its
subsidiaries or any of its properties or assets are bound or affected, in any such case which would have a material adverse effect
on the business, properties, operations, condition (financial or other), results of operations or prospects of the Company and its
subsidiaries, taken as a whole, or the validity or enforceability of, or the ability of the Company to perform its obligations
under, the Offering Documents, (iii) violate or contravene any applicable law, rule or regulation or any applicable decree, judgment
or order of any court, United States federal or state regulatory body, administrative agency or other governmental body having
jurisdiction over the Company or any of its subsidiaries or any of its respective properties or assets that would have a material
adverse effect on the business, properties, operations, condition (financial or other), results of operations or prospects of the
Company and its subsidiaries, taken as a whole, or the validity or enforceability of, or the ability of the Company to perform its
obligations under, the Offering Documents, or (iv) have any material adverse effect on any permit, certification, registration,
approval, consent, license or franchise necessary for the Company or its subsidiaries to own or lease and operate any of its
properties and to conduct any of its business or the ability of the Company or its subsidiaries to make use thereof.


 






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5.4 Absence of Certain
Proceedings. The Company is not aware of any action, suit, proceeding, inquiry or investigation before or by any court, public board
or body, or governmental agency pending or threatened against or affecting the Company or any of its subsidiaries, in any such case wherein
an unfavorable decision, ruling or finding could adversely affect the validity or enforceability of, or the authority or ability of the
Company to perform its obligations under, the Offering Documents.


 


5.5 Piggy-Back Registration
Right. If the Company proposes to register any of its Common Stock (other than pursuant to a Registration on Form S-4 or S-8 or any
successor form), it will give prompt written notice to the Subscriber of its intention to effect such registration (the “Incidental
Registration”). Within ten (10) business days of receiving such written notice of an Incidental Registration, the Subscriber
may make a written request (the “Piggy-Back Request”) that the Company include in the proposed Incidental Registration
all, or a portion, of the Units owned by the Subscriber. The Company will use its commercially reasonable efforts to include in any Incidental
Registration all Units which the Company has been requested to register pursuant to any timely Piggy-Back Request. Notwithstanding the
foregoing, (i) the Company shall not be obligated pursuant to this Section 5.5 to effect a registration pursuant to a timely Piggy-Back
Request if the Company discontinues the related Incidental Registration at any time prior to the effective date of any Registration Statement
filed in connection therewith; (ii) if a registration pursuant to this Section 5.5 involves an underwritten offering, and the managing
underwriter (or, in the case of an offering that is not underwritten, an investment banker) shall advise the Company that, in its opinion,
the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in
such offering without adversely affecting the marketability of the offering, the Company will include in such registration to the extent
of the number which the Company is so advised can be sold in such offering, first, the securities the Company proposes to sell
for its own account in such registration and second, the Units of the Subscriber requesting to be included in such registration
and all other securities requested to be included in such registration on a pro rata basis; (iii) if the Company is engaged in,
or has definitive plans to engage in, any activity or negotiations that, in the good faith determination of the Board of Directors of
the Company, would be adversely affected by disclosure that would be required in connection with a registration to the material detriment
of the Company, then the Company may delay such registration for a period of 80 days from the date of the conclusion of such activity
or negotiations; and (iv) the Company shall not be obligated pursuant to this Section 5.5 to effect a registration pursuant to
a timely Piggy-Back Request of any Units that are eligible for resale pursuant to Rule 144 promulgated under the Act or that are the subject
of a then effective registration statement.


 


 6. Miscellaneous




 


6.1 Any notice or other communication
given hereunder shall be deemed sufficient if in writing and sent by registered or certified mail, return receipt requested, addressed
to the Company, at NYIAX, Inc., 244 5th Ave, 2nd Floor, Suite 2669, New York, NY 10001, Attention: Mark Grinbaum, and to the Subscriber
at his, her or its address indicated on the signature page of this Subscription Agreement. Notices shall be deemed to have been given
three (3) business days after the date of mailing, except notices of change of address, which shall be deemed to have been given when
received.


 






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6.2 This Subscription Agreement
may be amended through a written instrument signed by both the Subscriber and the Company; provided, however, that the terms of Section
6 of this Subscription Agreement may be amended without the consent or approval of the Subscriber so long as such amendment applies in
the same fashion to the subscription agreements of all of the other subscribers for the Units in the Offering and at least holders of
a majority of the Units sold in the Offering have given their approval of such amendment, which approval shall be binding on all holders
of the Units.


 


6.3 This Subscription Agreement
shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives, successors
and assigns. This Subscription Agreement sets forth the entire agreement and understanding between the parties as to the subject matter
hereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them.


 


6.4 This Subscription Agreement
shall be construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law. The parties
hereunder agree that any dispute arising out of or relating to an investment pursuant to this Subscription Agreement or concerning this
Subscription Agreement, including but not limited to disputes as to arbitrability and all disputes with the Company, or any employee,
agent, representative, officer, director or attorney of the Company shall be resolved through final, binding, non-appealable arbitration,
before a single, neutral arbitrator, at JAMS, in New York County, New York in accordance with the rules and regulations of the American
Arbitration Association. Venue of all arbitration shall be JAMS Dispute Resolution Center, New York County, New York. The Parties agree
that each side will pay fifty percent (50%) of the cost of any arbitration proceedings. Judgment on any arbitration award may be entered
in any court having jurisdiction. Any arbitration award shall be in United States Dollars and may be enforced in any jurisdiction in which
the party against whom enforcement is sought maintains assets. The Parties agree to limit their respective testimony at any arbitration
hearing to three hours per side. SUBSCRIBER HEREBY WAIVES ANY RIGHT TO SEEK ANY TYPE OF DAMAGES OTHER THAN COMPENSATORY DAMAGES, INCLUDING
BUT NOT LIMITED TO CONSEQUENTIAL DAMAGES AND PUNITIVE DAMAGES. SUBSCRIBER HEREBY FURTHER WAIVES THE RIGHT TO A TRIAL BY JURY, THE RIGHT
TO BRING A CLASS ACTION SUIT, AND OTHER POTENTIAL REMEDIES THAT OTHERWISE MAY BE AFFORDED BY LAW. THIS IS A CLASS ACTION WAIVER THAT APPLIES
TO ALL DISPUTES ARISING OUT OF THIS INVESTMENT, INCLUDING BUT NOT LIMITED TO ANY DISPUTES WITH THE COMPANY, AND ALL OF THEIR EMPLOYEES,
AGENTS, REPRESENTATIVES, OFFICERS, DIRECTORS, OR ATTORNEYS.


 


6.5 This Subscription Agreement
may be executed in counterparts. It shall not be binding upon the Company unless and until it is accepted by the Company. Upon the execution
and delivery of this Subscription Agreement by the Subscriber, this Subscription Agreement shall become a binding obligation of the Subscriber
with respect to the purchase of Units as herein provided; subject, however, to the right hereby reserved to the Company to enter into
the same agreements with other subscribers and to add and/or to delete other persons as subscribers. This Subscription Agreement may be
executed and delivered by facsimile or by email with scanned copy.


 


6.6 The holding of any provision
of this Subscription Agreement to be invalid or unenforceable by a court of competent jurisdiction shall not affect any other provision
of this Subscription Agreement, which shall remain in full force and effect.


 


6.7 It is agreed that a waiver
by either party of a breach of any provision of this Subscription Agreement shall not operate, or be construed, as a waiver of any subsequent
breach by that same party.


 


6.8 The parties agree to execute
and deliver all such further documents, agreements and instruments and take such other and further action as may be necessary or appropriate
to carry out the purposes and intent of this Subscription Agreement.


 






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6.9 The Company agrees not
to disclose the names, addresses or any other information about the Subscribers, except as required by law, provided that the Company
may provide information relating to the Subscriber as required in any registration statement under the Act that may be filed by the Company
pursuant to the requirements of this Subscription Agreement.


 


6.10 The obligation of the
Subscriber hereunder is several and not joint with the obligations of any other subscribers for the purchase of Units in the Offering
(the “Other Subscribers”), and the Subscriber shall not be responsible in any way for the performance of the obligations
of any other subscribers of the Offering. Nothing contained herein or in any other agreement or document delivered at the Closing, and
no action taken by the Subscriber pursuant hereto, shall be deemed to constitute the Subscriber and the other subscribers of the Offering
as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Subscriber and the other
subscribers of the Offering are in any way acting in concert with respect to such obligations or the transactions contemplated by this
Subscription Agreement. The Subscriber shall be entitled to protect and enforce the Subscriber’s rights, including without limitation
the rights arising out of this Subscription Agreement, and it shall not be necessary for any other subscriber(s) of the Offering to be
joined as an additional party in any proceeding for such purpose. The language used in this Subscription Agreement will be deemed to be
the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.
The Subscriber is not acting as part of a “group” (as that term is used in Section 13(d) of the Exchange Act) in negotiating
and entering into this Subscription Agreement or purchasing, disposing of or voting any of the Units. The Company hereby confirms that
it understands and agrees that the Subscriber is not acting as part of any such group.


 


[SIGNATURE PAGE FOLLOWS]


 






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IN WITNESS WHEREOF, the parties have executed
this Subscription Agreement as of the day and year first written above.


 


Subscriber


 





	 	 	 
	
    Full Legal Name of Subscriber (Please print) 
	 	
    Full Legal Name of Co-Subscriber (if applicable) 

	 	 	 
	 	 	 
	Signature of (or on behalf of) Subscriber 	 	Signature of or on behalf of Co-Subscriber (if applicable)
	 	 	 
	
    Name: 
	 	 
	
    Title: 
	 	 
	 	 	 
	 	 	 
	
    Address of Subscriber 
	 	
    Address of Co-Subscriber (if applicable) 

	 	 	 
	 	 	 
	
    Social Security or Taxpayer Identification Number of
    Subscriber 
	 	
    Social Security or Taxpayer Identification Number of Co-Subscriber
(if applicable) 

	 	 	 
	 	 	 
	Total Dollar Amount of Investment	 	 
	 	 	 
	Number of Units:                               	 	  



 


 


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