Exhibit 10.42


 





 


Louis Severine


CEO


NYIAX, Inc.


79 Madison Avenue


New York, NY 10016


 


September 6, 2016


 


Richard Bush


 


Re:
Offer of Employment: CTO/CPO


 


Dear Richard Bush:


 


As we discussed in my office, on August 22, 2016, we are
extending to you an offer of employment as CTO/CPO. If you accept our offer of employment, the following terms and conditions will
apply.


 


Your job responsibilities are as follows: Richard Bush, NYIAX,
Inc. is offering you the title of CTO/CPO with duties and responsibility which are commensurate with the position. Below is an outline
of duties which are expected to be part of yours duties; however this list is not exhaustive and other duties may be imposed upon you
by the CEO and Board of Directors.


 


		●	You will be responsible for the creation of and be spearheading Technology,
Product, and Platform for NYIAX, Inc., Initial tasks to be carried out within your first 30 days of your employment, are as follows:



 


		o	Assess
current platform and product scope and direction; and
	 	 	 
	 	o	Assess technology vendors and need for additional vendors



 


		●	Any additional hires to ensure the success of NYIAX, Inc. as a company in
regards to platform and product.



 


		●	Any additional duties that the CEO and Board may delegate to you from to
time to time to ensure the success of NYIAX, its platform, and product.



 


		●	Any additional duties that the CEO and Board may delegate to you from to time to ensure the success of
NYIAX, its platform and product.



 


Please plan to begin work on September 20, 2016. You will
report directly to the CEO, Louis Severine


 


Your beginning rate of compensation will be an annual
salary of $250,000.00, which will be paid bi-weekly. A 20% of base bonus upon successful A round funding or Seed + funding of a minimum
of $4 million dollars. Additionally, you will receive a yearly discretionary bonus of 20% of base to be paid on the anniversary of the
employment start date.


 


	pg. 1	NYIAX, Inc. Offer Letter - Confidential







    


     


    

 


You will be entitled to three (3) month severance package
after one year of employment. All rights and obligations will be represented in accordance with standard company policies.


 


Further, Richard Bush will receive 1.5% of full dilutable
equity of NYIAX, Inc. common stock which will vest over a 3 year period. Additional information on equity will be appended to the employment
agreement through a Stock Grant Agreement.


 


You also will be reimbursed for the following out-of-pocket
expenses, in accordance with our policies as may be changed from time to time:


 


		- Travel expenses
	 	 
	 	 - Meals



 


		- Postage



 


		- Cost of job-related seminars



 


		- Any reasonable and necessary expenses



 


We also have a benefits package. You will be permitted
to participate in the following benefits, in accordance with our policies as may change from time to time, and after meeting the applicable
eligibility requirements, if any:


 


		- Health insurance



 


		- Life insurance



 


Additionally, you will be entitled to 3 weeks of paid vacation
for each year of employment in accordance with our usual policies.


 


You will be entitled to 6 days, paid to be allocated for
illness or personal business each year of employment in accordance with our sick leave policy which may be modified from time to time.


 


Your employment will not be for a defined duration or term,
and it is understood that your employment is voluntary in nature and is employment-at-will. Therefore, either party may terminate the
employment relationship at any time.


 


If the above terms meet with your understanding of our discussion,
please contact me at your earliest convenience regarding whether or not you will accept our offer of employment. My phone number is 631-252-1699.
Please, countersign the offer letter and email it to me at lseverine@nyiax.com. If you decide to accept our offer, we will formalize
our discussion with an employment agreement. This letter itself does not constitute an employment agreement.


 


We are looking forward to the opportunity of working closely
with you in the near future.


 


Sincerely,


Louis Severine


CEO


 


	 	 	 
	Louis Severine, CEO 	 	Richard
Bush
	09/19/2016	 	 
	Date 	 	Date 



 


 





	pg. 2	NYIAX, Inc. Offer Letter - Confidential