Exhibit
10.21


 


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 [ ] (the “Expiration Date”),
all subject to the following terms and conditions. This Warrant has been issued to the Holder pursuant to that certain Subscription Agreement
dated [ ] by and between the Company and the Holder (the “Subscription 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 $6.60 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”).


 


	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




 







    3


     


    

 


(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 effect 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.	REDEMPTION
                                            OF WARRANTS






(a)
 General. Prior to the Expiration Date, the Company shall have the option, subject to the conditions set forth herein,
to redeem all of the Warrants then outstanding at the Redemption Price (defined hereafter), upon not less than thirty (30) days nor more
than sixty (60) days prior written notice to the Warrant Holders at any time provided that, at the time of delivery of such notice (i)
there is an effective registration statement covering the resale of the Warrant Shares or the Warrant Shares are otherwise freely tradable;
(ii) the average daily trading volume of the Company’s Common Stock has been at least 25,000 shares per day during the four (4)
week period immediately preceding the issuance of the notice of redemption; and (iii) the closing bid price of the Company’s Common
Stock for 20 of the 30 consecutive trading days prior to the date of the notice of redemption is at least 150% of the then Exercise Price
of the Warrants at the time of written notice to the Warrant Holders, as proportionately adjusted to reflect any stock splits, stock
dividends, combination of shares or like events.


 


(b) Notice. Notice of redemption will be effective upon mailing in accordance with this Section and such date may be referred
to below as the “Notice Date.” Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company
not less than 30 days prior to the date fixed for redemption to the Holders of the Warrants to be redeemed at their last addresses as
they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed to have been
duly given whether or not the Holder received such notice.


 


(c) Redemption
Date and Redemption Price. The notice of redemption shall state the date set for redemption, which date shall be not less than thirty
(30) days, or more than sixty (60) days, from the Notice Date (the “Redemption Date”). The Company shall not mail
the notice of redemption unless all funds necessary to pay for redemption of the Warrants to be redeemed shall have first been set aside
by the Company for the benefit of the Warrant Holders so as to be and continue to be available therefor. The redemption price to be paid
to the Warrant Holders will be $0.001 for each share of Common Stock of the Company to which the Warrant Holder would then be entitled
upon exercise of the Warrant being redeemed, as adjusted from time to time as provided herein (the “Redemption Price”).


 


(d) Exercise. Following the Notice Date, the Warrant Holders may exercise their Warrants in accordance with Section 1 of
this Warrant between the Notice Date and 5:00 p.m. Eastern Time on the Redemption Date and such exercise shall be timely if the form
of election to purchase duly executed and the Warrant Exercise Price for the shares of Common Stock to be purchased are actually received
by the Company at its principal offices prior to 5:00 p.m. Eastern Time on the Redemption Date.







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(e) Mailing.
If any Warrant Holder does not wish to exercise any Warrant being redeemed, he should mail such Warrant to the Company at its principal
offices after receiving the notice of redemption. On and after 5:00 p.m. Eastern Time on the Redemption Date, notwithstanding that any
Warrant subject to redemption shall not have been surrendered for redemption, the obligation evidenced by all Warrants not surrendered
for redemption or effectively exercised shall be deemed no longer outstanding, and all rights with respect thereto shall forthwith cease
and terminate, except only the right of the holder of each Warrant subject to redemption to receive the Redemption Price for each share
of Common Stock to which he would be entitled if he exercised the Warrant upon receiving notice of redemption of the Warrant subject
to redemption held by him.





	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) 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.


 


	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.







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	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).


 


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.	PIGGYBACK
                                            REGISTRATION RIGHT






If,
at any time within twelve (12) 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 Rightsholders the opportunity to register such aggregate number of
Warrant Shares as the Holder may request. The Holder shall have the right, exercisable for the five 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 Warrant Shares of the Holder in such registration statement. The Company shall use reasonable efforts to cause
the managing underwriter(s) of a proposed underwritten offering to permit the inclusion of the Warrant Shares which were the subject
of the Holder Notice in such underwritten offering on the same terms and conditions as any Common Stock of the Company included therein.
Notwithstanding anything to the contrary contained in this paragraph, if the managing underwriter(s) of such underwritten offering or
any proposed underwritten offering delivers a written opinion to the Holder that the total number of shares of Common Stock which they,
the Company and any other person intend to include in such offering is such as to materially and adversely affect the success of such
offering, then the amount of securities to be offered for the accounts of the Holder and persons other than the Company shall be eliminated
or reduced pro rata (based on the amount of securities owned by the Holder and other persons which carry registration rights) to the
extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing
underwriter(s) in the managing underwriter’s written opinion.


 






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Notwithstanding
anything contained to the contrary in this Section 10, 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 to which the Holder shall have the
right to include its Warrant Shares therein pursuant to this Section 10, 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 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 10 to register any of the Warrant 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 Warrant Shares pursuant to this Section
10 for the same period as the delay in the registration of such other securities.


 


	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: Carolina Abenante, President


Email: cabenante@niyax.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.


 




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	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.


 


	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.






    9


     


    




	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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of page intentionally left blank]




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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:	Carolina
    Abenante
	 	Title:	President



 



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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:	 






    12


     


    




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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