Exhibit 10.19


 


 


 


THE WARRANT EVIDENCED OR CONSTITUTED
HEREBY, AND ALL SHARES OF COMMON STOCK ISSUABLE HEREUNDER, HAVE BEEN AND WILL BE ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT
REGISTRATION UNDER THE ACT UNLESS EITHER (i) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY
TO THE COMPANY, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED IN CONNECTION WITH SUCH DISPOSITION OR (ii) THE SALE OF SUCH SECURITIES
IS MADE PURSUANT TO SEC RULE 144.


 


WARRANT TO PURCHASE COMMON STOCK
OF


NYIAX Inc.


 


NO.


 





	Warrant Shares: __________
  	June,      2018



 


THIS
CERTIFIES THAT, for $100.00 and other valuable consideration received by NYIAX Inc. a Delaware corporation (the
“Company”), WestPark Capital Inc., or its permitted registered assigns
(“Holder”), is entitled, subject to the terms and conditions of this Warrant, at any time or from time to
time after the issuance date of this Warrant (the “Effective Date”), and before 5:00 p.m. Pacific Time on
the tenth (10th) anniversary of the Effective Date (the “Expiration Date”), to purchase from
the Company, shares of Common Stock of the Company at a price per share equal to $0.01 (the “Purchase
Price”). Both the number of shares of Common Stock purchasable upon exercise of this Warrant and the Purchase Price
are subject to adjustment and change as provided herein.


 


1. CERTAIN
DEFINITIONS. As used in this Warrant the following terms shall have the following respective meanings:


 


		1.1	“Fair Market Value” of a share of Common Stock as
of a particular date shall mean:






 


 (a) If traded on a securities exchange or the Nasdaq Stock Market, the Fair Market Value shall be deemed to be the average of the closing prices of the Common Stock of the Company on such exchange or market over the five (5) trading days ending immediately prior to the applicable date of valuation;







 


(b) If
actively traded over-the-counter, the Fair Market Value shall be deemed to be the average of the closing bid prices over the thirty
(30)-day period ending immediately prior to the applicable date of valuation; and


 


(c) If
there is no active public market, the Fair Market Value shall be the value thereof, as agreed upon by the Company and the Holder; provided, however,
that if the Company and the Holder cannot agree on such value, such value shall be determined by an independent valuation firm
experienced in valuing businesses such as the Company and jointly selected in good faith by the Company and the Holder. Fees
and expenses of the valuation firm shall be paid for by the Company.


 






    1


     


    

 


1.2 “Registered
Holder” shall mean any Holder in whose name this Warrant is registered upon the books and records maintained by the Company.


 


1.3
“Warrant” as used herein, shall include this Warrant and any warrant delivered in substitution or exchange
therefor as provided herein.


 


1.4 “Common
Stock” shall mean the Common Stock of the Company and any other securities at any time receivable or issuable upon exercise
of this Warrant.


 


2. EXERCISE
OF WARRANT.




 


2.1 Payment.
Subject to compliance with the terms and conditions of this Warrant and applicable securities laws, this Warrant may be exercised, in
whole or in part at any time or from time to time, on or before the Expiration Date by the delivery (including, without limitation, delivery
by facsimile or email) of the form of Notice of Exercise attached hereto as Exhibit A (the “Notice of Exercise”),
duly executed by the Holder, at the principal office of the Company, and as soon as practicable after such date, surrendering


 


 (a) this Warrant at the principal office of the Company, and




 


(b) payment,
(i) in cash (by check) or by wire transfer, (ii) by cancellation by the Holder of indebtedness of the Company to the Holder; or (iii)
by a combination of (i) and (ii), of an amount equal to the product obtained by multiplying the number of shares of Common Stock being
purchased upon such exercise by the then effective Purchase Price (the “Exercise Amount”).


 


2.2 Net
Issue Exercise. In lieu of the payment methods set forth in Section 2.1(b) above, the Holder may elect to exchange all or some
of this Warrant for shares of Common Stock equal to the value of the amount of the Warrant being exchanged on the date of exchange. If
Holder elects to exchange this Warrant as provided in this Section 2.2, Holder shall tender to the Company the Warrant for the
amount being exchanged, along with written notice of Holder’s election to exchange some or all of the Warrant, and the Company shall
issue to Holder the number of shares of the Common Stock computed using the following formula:


 


	X=	Y (A-B)
	 	    A
	 	 
	Where:	 X =	the number of shares of Common Stock to be issued to Holder.
	 	 
	 	Y =	the number of shares of Common Stock purchasable under the amount of the Warrant being exchanged (as adjusted to the date of such calculation).
	 	 	 
	 	A =	the Fair Market Value of one share of the Common Stock.
	 	 	 
	 	B =	
    Purchase Price (as adjusted to the date of such calculation).

    For purposes of Rule 144 promulgated under the 1933 Act,
    it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction
in the manner described above shall be deemed to have been acquired by the Warrant Holder, and the holding period for the Warrant Shares
shall be deemed to have commenced, on the date this Warrant was originally issued.

     






 






    2


     


    

 


2.3 “Easy
Sale” Exercise. In lieu of the payment methods set forth in Section 2.1(b) above, when permitted by law and applicable
regulations (including Nasdaq and FINRA rules), the Holder may pay the Purchase Price through a “same day sale” commitment
from the Holder (and if applicable a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA
Dealer”)), whereby the Holder irrevocably elects to exercise this Warrant and to sell a portion of the shares so purchased
to pay the Purchase Price and the Holder (or, if applicable, the FINRA Dealer) commits upon sale (or, in the case of the FINRA Dealer,
upon receipt) of such shares to forward the Purchase Price directly to the Company.


 


2.4 Stock
Certificates; Fractional Shares. As soon as practicable on or after the date of any exercise of this Warrant, the Company shall issue
and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of whole shares of Common
Stock issuable upon such exercise, together with cash in lieu of any fraction of a share equal to such fraction of the current Fair Market
Value of one whole share of Common Stock as of such date of exercise. No fractional shares or scrip representing fractional shares shall
be issued upon an exercise of this Warrant.


 


2.5 Partial
Exercise; Effective Date of Exercise. In case of any partial exercise of this Warrant, the Company shall cancel this Warrant upon
surrender hereof and shall execute and deliver a new Warrant of like tenor and date for the balance of the shares of Common Stock purchasable
hereunder. This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender
for exercise as provided above. The person entitled to receive the shares of Common Stock issuable upon exercise of this Warrant shall
be treated for all purposes as the holder of record of such shares as of the close of business on the date the Holder is deemed to have
exercised this Warrant.


 


 2.6 Vesting. This Warrant shall vest fully upon issuance.




 


3. VALID
ISSUANCE: TAXES. All shares of Common Stock issued upon the exercise of this Warrant shall be validly issued, fully paid and nonassessable,
and the Company shall pay all taxes and other governmental charges that may be imposed in respect of the issue or delivery thereof. The
Company shall not be required to pay any tax or other charge imposed in connection with any transfer involved in the issuance of any certificate
for shares of Common Stock in any name other than that of the Registered Holder of this Warrant, and in such case the Company shall not
be required to issue or deliver any stock certificate or security until such tax or other charge has been paid, or it has been established
to the Company’s reasonable satisfaction that no tax or other charge is due.


 


4. ADJUSTMENT
OF PURCHASE PRICE AND NUMBER OF SHARES. The number of shares of Common Stock issuable upon exercise of this Warrant (or any shares
of stock or other securities or property receivable or issuable upon exercise of this Warrant) and the Purchase Price are subject to adjustment
upon occurrence of the following events:


 


4.1 Adjustment
for Stock Splits, Stock Subdivisions or Combinations of Shares. The Purchase Price of this Warrant shall be proportionally
decreased and the number of shares of Common Stock issuable upon exercise of this Warrant (or any shares of stock or other securities
at the time issuable upon exercise of this Warrant) shall be proportionally increased to reflect any stock split or subdivision of
the Company’s Common Stock. The Purchase Price of this Warrant shall be proportionally increased and the number of shares of
Common Stock issuable upon exercise of this Warrant (or any shares of stock or other securities at the time issuable upon exercise
of this Warrant) shall be proportionally decreased to reflect any combination of the Company’s Common Stock.


 






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4.2 Adjustment
for Dividends or Distributions of Stock or Other Securities or Property. In case the Company shall make or issue, or shall fix a record
date for the determination of eligible holders entitled to receive, a dividend or other distribution with respect to the Common Stock
(or any shares of stock or other securities at the time issuable upon exercise of the Warrant) payable in (a) securities of the Company
or (b) assets (excluding cash dividends paid or payable solely out of retained earnings), then, in each such case, the Holder of this
Warrant on exercise hereof at any time after the consummation, effective date or record date of such dividend or other distribution, shall
receive, in addition to the shares of Common Stock (or such other stock or securities) issuable on such exercise prior to such date, and
without the payment of additional consideration therefor, the securities or such other assets of the Company to which such Holder would
have been entitled upon such date if such Holder had exercised this Warrant on the date hereof and had thereafter, during the period from
the date hereof to and including the date of such exercise, retained such shares and all such additional securities or other assets distributed
with respect to such shares as aforesaid during such period giving effect to all adjustments called for by this Section 4.


 


4.3 Reclassification.
If the Company, by reclassification of securities or otherwise, shall change any of the securities as to which purchase rights under this
Warrant exist into the same or a different number of securities of any other class or classes, this Warrant shall thereafter represent
the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the securities
that were subject to the purchase rights under this Warrant immediately prior to such reclassification or other change, and the Purchase
Price therefor shall be appropriately adjusted, all subject to further adjustment as provided in this Section 4. No adjustment
shall be made pursuant to this Section 4.3 upon any conversion or redemption of the Common Stock which is the subject of Section
4.5.


 


4.4 Adjustment
for Capital Reorganization, Merger or Consolidation. In case of any capital reorganization of the capital stock of the Company
(other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), or any merger or
consolidation of the Company with or into another corporation, or the sale of all or substantially all the assets of the Company
then, and in each such case, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be
made so that the Holder of this Warrant shall thereafter be entitled to receive upon exercise of this Warrant, during the period
specified herein and upon payment of the Purchase Price then in effect, the number of shares of stock or other securities or
property of the successor corporation resulting from such reorganization, merger, consolidation, sale or transfer that a holder of
the shares deliverable upon exercise of this Warrant would have been entitled to receive in such reorganization, consolidation,
merger, sale or transfer if this Warrant had been exercised immediately before such reorganization, merger, consolidation, sale or
transfer, all subject to further adjustment as provided in this Section 4. The foregoing provisions of this Section
4.4 shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or
securities of any other corporation that are at the time receivable upon the exercise of this Warrant. If the per-share
consideration payable to the Holder hereof for shares in connection with any such transaction is in a form other than cash or
marketable securities, then the value of such consideration shall be determined in good faith by the Company’s Board of
Directors. In all events, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be
made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after the
transaction, to the end that the provisions of this Warrant shall be applicable after that event, as near as reasonably may be, in
relation to any shares or other property deliverable after that event upon exercise of this Warrant.


 






    4


     


    

 


4.5 Conversion
of Common Stock. In case all or any portion of the authorized and outstanding shares of Common Stock of the Company are redeemed or
converted or reclassified into other securities or property pursuant to the Company’s Certificate of Incorporation or otherwise,
or the Common Stock otherwise ceases to exist, then, in such case, the Holder of this Warrant, upon exercise hereof at any time after
the date on which the Common Stock is so redeemed or converted, reclassified or ceases to exist (the “Termination Date”),
shall receive, in lieu of the number of shares of Common Stock that would have been issuable upon such exercise immediately prior to the
Termination Date, the securities or property that would have been received if this Warrant had been exercised in full and the Common Stock
received thereupon had been simultaneously converted immediately prior to the Termination Date, all subject to further adjustment as provided
in this Warrant. Additionally, the Purchase Price shall be immediately adjusted to equal the quotient obtained by dividing (x) the aggregate
Purchase Price of the maximum number of shares of Common Stock for which this Warrant was exercisable immediately prior to the Termination
Date by (y) the number of shares of Common Stock of the Company for which this Warrant is exercisable immediately after the Termination
Date, all subject to further adjustment as provided herein.


 


5. CERTIFICATE
AS TO ADJUSTMENTS. In each case of any adjustment in the Purchase Price, or number or type of shares issuable upon exercise of this
Warrant, the Chief Financial Officer or Controller of the Company shall compute such adjustment in accordance with the terms of this Warrant
and prepare a certificate setting forth such adjustment and showing in detail the facts upon which such adjustment is based, including
a statement of the adjusted Purchase Price. The Company shall promptly send (by facsimile or email and by either first class mail, postage
prepaid or overnight delivery) a copy of each such certificate to the Holder.


 


6. LOSS
OR MUTILATION. Upon receipt of evidence reasonably satisfactory to the Company of the ownership of and the loss, theft, destruction
or mutilation of this Warrant, and of indemnity reasonably satisfactory to it, and (in the case of mutilation) upon surrender and cancellation
of this Warrant, the Company will execute and deliver in lieu thereof a new Warrant of like tenor as the lost, stolen, destroyed or mutilated
Warrant.


 


7. RESERVATION
OF COMMON STOCK. The Company hereby covenants that at all times there shall be reserved for issuance and delivery upon exercise
of this Warrant such number of shares of Common Stock or other shares of capital stock of the Company as are from time to time
issuable upon exercise of this Warrant and, from time to time, will take all steps necessary to amend its Certificate of
Incorporation to provide sufficient reserves of shares of Common Stock issuable upon exercise of this Warrant. All such shares shall
be duly authorized, and when issued upon such exercise, shall be validly issued, fully paid and non- assessable, free and clear of
all liens, security interests, charges and other encumbrances or restrictions on sale and free and clear of all preemptive rights,
except encumbrances or restrictions arising under federal or state securities laws. Issuance of this Warrant shall constitute full
authority to the Company’s Officers who are charged with the duty of executing stock certificates to execute and issue
the necessary certificates for shares of Common Stock upon the exercise of this Warrant.


 






    5


     


    

 


8. TRANSFER
AND EXCHANGE. Subject to the terms and conditions of this Warrant and compliance with all applicable securities laws, this Warrant
and all rights hereunder may be transferred to any Registered Holder’s parent, subsidiary or affiliate, or, if the Registered Holder
is a partnership, to any partner of such Registered Holder, in whole or in part, on the books of the Company maintained for such purpose
at the principal office of the Company referred to above, by the Registered Holder hereof in person, or by duly authorized attorney, upon
surrender of this Warrant properly endorsed and upon payment of any necessary transfer tax or other governmental charge imposed upon such
transfer. Upon any permitted partial transfer, the Company will issue and deliver to the Registered Holder a new Warrant or Warrants with
respect to the shares of Common Stock not so transferred. Each taker and holder of this Warrant, by taking or holding the same, consents
and agrees that when this Warrant shall have been so endorsed, the person in possession of this Warrant may be treated by the Company,
and all other persons dealing with this Warrant, as the absolute owner hereof for any purpose and as the person entitled to exercise the
rights represented hereby, any notice to the contrary notwithstanding; provided, however, that until a transfer of this
Warrant is duly registered on the books of the Company, the Company may treat the Registered Holder hereof as the owner for all purposes.


 


9. RESTRICTIONS
ON TRANSFER. The Holder, by acceptance hereof, agrees that, absent an effective registration statement filed with the Securities and
Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”)
covering the disposition or sale of this Warrant or the Common Stock issued or issuable upon exercise hereof, as the case may be, and
registration or qualification under applicable state securities laws, such Holder will not sell, transfer, pledge, or hypothecate any
or all of this Warrant or such Common Stock, as the case may be, unless either (i) the Company has received an opinion of counsel, in
form and substance reasonably satisfactory to the Company, to the effect that such registration is not required in connection with such
disposition or (ii) the sale of such securities is made pursuant to SEC Rule 144.


 


10. COMPLIANCE
WITH SECURITIES LAWS. By acceptance of this Warrant, the Holder hereby represents, warrants and covenants that any shares of
stock purchased upon exercise of this Warrant shall be acquired for investment only and not with a view to, or for sale in
connection with, any distribution thereof; that the Holder has had such opportunity as such Holder has deemed adequate to obtain
from representatives of the Company such information as is necessary to permit the Holder to evaluate the merits and risks of its
investment in the Company; that the Holder is able to bear the economic risk of holding such shares as may be acquired pursuant to
the exercise of this Warrant for an indefinite period; that the Holder understands that the shares of stock acquired pursuant to the
exercise of this Warrant will not be registered under the Securities Act (unless otherwise required pursuant to exercise by the
Holder of the registration rights, if any, granted to the Registered Holder) and will be “restricted securities” within
the meaning of Rule 144 under the Securities Act and that the exemption from registration under Rule 144 will not be available for
at least one (1) year from the date of exercise of this Warrant, subject to any special treatment by the SEC for exercise of this
Warrant pursuant to Section 2.2, and even then will not be available unless a public market then exists for the stock,
adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied
with; and that all stock certificates representing shares of stock issued to the Holder upon exercise of this Warrant or upon
conversion of such shares may have affixed thereto a legend substantially in the following form: 


 


THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE
SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED
OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE
PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO
THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.


 






    6


     


    

 


11. REGISTRATION
RIGHTS. All shares of Common Stock issuable upon exercise of this Warrant shall be “Registrable Securities”
or such other definition of securities entitled to registration rights pursuant to Exhibit C to this Warrant.


 


12. NO
RIGHTS OR LIABILITIES AS STOCKHOLDERS. This Warrant shall not entitle the Holder to any voting rights or other rights as a stockholder
of the Company. In the absence of affirmative action by such Holder to purchase Common Stock by exercise of this Warrant or Common Stock
upon conversion thereof, no provisions of this Warrant, and no enumeration herein of the rights or privileges of the Holder hereof shall
cause such Holder hereof to be a stockholder of the Company for any purpose.


 


13. REPRESENTATIONS
AND WARRANTIES OF THE COMPANY. The Company hereby represents and warrants to Holder that:


 


13.1 Due
Authorization; Consents. All corporate action on the part of the Company, its officers, directors and stockholders necessary for
(a) the authorization, execution and delivery of, and the performance of all obligations of the Company under, this Warrant, and (b)
the authorization, issuance, reservation for issuance and delivery of all of the Common Stock issuable upon exercise of this
Warrant, has been duly taken. This Warrant constitutes a valid and binding obligation of the Company enforceable in accordance with
its terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws
affecting creditors’ rights generally and to general equitable principles. All consents, approvals and authorizations of, and
registrations, qualifications and filings with, any federal or state governmental agency, authority or body, or any third party,
required in connection with the execution, delivery and performance of this Warrant and the consummation of the transactions
contemplated hereby and thereby have been obtained.


 


13.2 Organization.
The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all
requisite corporate power to own, lease and operate its property and to carry on its business as now being conducted and as currently
proposed to be conducted.


 


13.3 Valid
Issuance of Stock. The outstanding shares of the capital stock of the Company are duly and validly issued, fully paid and
nonassessable, and such shares, and all outstanding options and other securities of the Company, have been issued in full compliance with
the registration and prospectus delivery requirements of the Securities Act and the registration and qualification requirements of
all applicable state securities laws, or in compliance with applicable exemptions therefrom, and all other provisions of applicable
federal and state securities laws, including without limitation, anti-fraud provisions.


 






    7


     


    

 


13.4 Governmental
Consents. All consents, approvals, orders, authorizations or registrations, qualifications, declarations or filings with any federal
or state governmental authority on the part of the Company required in connection with the consummation of the transactions contemplated
herein shall have been obtained prior to and be effective as of the Effective Date.


 


14. NOTICES.
Except as may be otherwise provided herein, all notices, requests, waivers and other communications made pursuant to this Agreement shall
be in writing and shall be conclusively deemed to have been duly given (a) when hand delivered to the other party; (b) when received when
sent by facsimile or email at the address and number set forth below; (c) three business days after deposit in the U.S. mail with first
class or certified mail receipt requested postage prepaid and addressed to the other party as set forth below; or (d) the next business
day after deposit with a national overnight delivery service, postage prepaid, addressed to the parties as set forth below with next-business-day
delivery guaranteed, provided that the sending party receives a confirmation of delivery from the delivery service provider.


 


	
    To the Company: NYIAX, Inc.

    244 5th Avenue, Suite 2669

    NYC, NY 10001
	
    To the Holder:

    WestPark Capital, Inc.

    1900 Avenue of the Stars, Suite 310 

Los Angeles, CA 90067



 


Each person making a communication
hereunder by facsimile or email shall promptly confirm by telephone to the person to whom such communication was addressed each communication
made by it by facsimile or email pursuant hereto but the absence of such confirmation shall not affect the validity of any such communication.
A party may change or supplement the addresses given above, or designate additional addresses, for purposes of this Section 13
by giving the other party written notice of the new address in the manner set forth above.


 


15. HEADINGS.
The headings in this Warrant are for purposes of convenience in reference only, and shall not be deemed to constitute a part hereof.


 


16. LAW
GOVERNING. This Warrant shall be construed and enforced in accordance with, and governed by, the laws of the State of California,
without regard to conflict of law principles of such state.


 


17. NO
IMPAIRMENT. The Company will not, by amendment of its Certificate of Incorporation or bylaws, or through reorganization,
consolidation, merger, dissolution, issue or sale of securities, sale of assets or any other voluntary action, avoid or seek to
avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying
out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the
Registered Holder of this Warrant against impairment. Without limiting the generality of the foregoing, the Company (a) will
not increase the par value of any shares of stock issuable upon the exercise of this Warrant above the amount payable therefor upon
such exercise, and (b) will take all such action as may be necessary or appropriate in order that the Company may validly and
legally issue fully paid and nonassessable shares of Common Stock upon exercise of this Warrant.


 






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 18. NOTICES OF RECORD DATE. In case:




 


18.1 the
Company shall take a record of the holders of its Common Stock (or other stock or securities at the time receivable upon the exercise
of this Warrant), for the purpose of entitling them to receive any dividend or other distribution, or any right to subscribe for or purchase
any shares of stock of any class or any other securities or to receive any other right; or


 


18.2 of
any consolidation or merger of the Company with or into another corporation, any capital reorganization of the Company, any reclassification
of the capital stock of the Company, or any conveyance of all or substantially all of the assets of the Company to another corporation
in which holders of the Company’s stock are to receive stock, securities or property of another corporation; or


 


		18.3	of any voluntary dissolution, liquidation or winding-up of the Company;



 


 or


 


		18.4	of any redemption or conversion of all outstanding Common Stock;



 


then, and in each such case, the Company
will mail or cause to be mailed to the Registered Holder of this Warrant a notice specifying, as the case may be, (i) the date on which
a record is to be taken for the purpose of such dividend, distribution or right, or (ii) the date on which such reorganization, reclassification,
consolidation, merger, conveyance, dissolution, liquidation, winding-up, redemption or conversion is to take place, and the time, if any
is to be fixed, as of which the holders of record of Common Stock or (such stock or securities as at the time are receivable upon the
exercise of this Warrant), shall be entitled to exchange their shares of Common Stock (or such other stock or securities), for securities
or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation
or winding-up. The Company shall use all reasonable efforts to ensure such notice shall be delivered at least thirty (30) days prior to
the date therein specified.


 


19. SEVERABILITY.
If any term, provision, covenant or restriction of this Warrant is held by a court of competent jurisdiction to be invalid, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions of this Warrant shall remain in full force and effect and shall in
no way be affected, impaired or invalidated.


 


20. COUNTERPARTS.
For the convenience of the parties, any number of counterparts of this Warrant may be executed by the parties hereto and each such executed
counterpart shall be, and shall be deemed to be, an original instrument.


 


21. NO
INCONSISTENT AGREEMENTS. The Company will not on or after the date of this Warrant enter into any agreement with respect to its securities
which is inconsistent with the rights granted to the Holders of this Warrant or otherwise conflicts with the provisions hereof. The rights
granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to holders of the Company’s
securities under any other agreements, except rights that have been waived.


 


22. SATURDAYS,
SUNDAYS AND HOLIDAYS. If the Expiration Date falls on a Saturday, Sunday or legal holiday, the Expiration Date shall automatically
be extended until 5:00


p.m. the next business day.


 


23. ENTIRE
AGREEMENT. This Warrant contains the sole and entire agreement and understanding of the parties with respect to the entire subject
matter of this Warrant, and any and all prior discussions, negotiations, commitments and understandings, whether oral or otherwise, related
to the subject matter of this Warrant are hereby merged herein.


 


[Signatures appear on following
page.]


 




    9


     


    

 


IN WITNESS WHEREOF, the parties
hereto have executed this Warrant as of the Effective Date.


 


	[HOLDER]	 	[COMPANY]
	 	 	 
	 	 	 
	By:	 	By: 	Mark Grinbaum
	Its:	 	Its: 	EVP Platforms, Cofounder, Treasurer


 


SIGNATURE PAGE TO WARRANT TO PURCHASE
COMMON STOCK


 




    10


     


    

 


 


 


EXHIBIT A


 


NOTICE OF EXERCISE


 


(To be executed upon exercise of Warrant)


 


NYIAX INC.


 


The undersigned
hereby irrevocably elects to exercise the right of purchase represented by the within Warrant Certificate for, and to purchase thereunder,
the securities of the Company, as provided for therein, and (check the applicable box):


 


	☐	tenders herewith payment of the exercise price in full in the form of cash or
a certified or official bank check in same-day funds in the amount of $_________ for _________   such securities.
	 	 
	☐ 	elects the [Net Issue Exercise][Easy Sale Exercise] option pursuant to Section
2.2 or 2.3 of the Warrant, and accordingly requests delivery of a net of __________ of such securities.


 


Please issue a certificate or certificates
for such securities in the name of, and pay any cash for any fractional share to (please print name, address and social security number):


 





	Name:	 
	 	 
	Address:	 
	 	 
	Signature: 	 



 


Note: The above signature should correspond
exactly with the name on the first page of this Warrant Certificate or with the name of the assignee appearing in the assignment form
below.


 


If said number of shares shall not be
all the shares purchasable under the within Warrant Certificate, a new Warrant is to be issued in the name of said undersigned for the
balance remaining of the shares purchasable thereunder rounded up to the next higher whole number of shares.


 






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EXHIBIT B


 


ASSIGNMENT


 


(To be executed only upon assignment
of Warrant Certificate)


 


For value received, hereby sells, assigns
and transfers unto  the within Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocably
constitute and appoint  attorney, to transfer said Warrant Certificate on the books of the within-named Company with respect
to the number of Warrants set forth below, with full power of substitution in the premises:


 


	Name(s) of Assignee(s)	Address	# of Warrants
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


And if said number of Warrants shall
not be all the Warrants represented by the Warrant Certificate, a new Warrant Certificate is to be issued in the name of said undersigned
for the balance remaining of the Warrants registered by said Warrant Certificate.


 








	Dated:	 
		 
	Signature: 	 


 


Notice: The signature to the foregoing
Assignment must correspond to the name as written upon the face of this security in every particular, without alteration or any change
whatsoever; signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations
and credit unions with membership in an approved signature guarantee medallion program) pursuant to Securities and Exchange Commission
Rule 17Ad-15.


 









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EXHIBIT C


 


		1.	REGISTRATION RIGHTS.



 


		1.1	Definitions. For purposes of this Section 1:



 


		(a)	Registration. The terms “register,” “registered,”
and “registration” refer to a registration effected by preparing and filing a registration statement in compliance
with the Securities Act of 1933, as amended, (the “Securities Act”), and the declaration or ordering of effectiveness
of such registration statement



 


		(b)	Registrable Securities. The term “Registrable Securities” means: (1)
any Common Stock of the Company issued or to be issued upon exercise of the Warrant and (2) any shares of Common Stock of the Company
issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other
distribution with respect to, or in exchange for or in replacement of, any shares of Common Stock described in clause (1) of this subsection
(b). Notwithstanding the foregoing, “Registrable Securities” shall exclude any Registrable Securities sold by a person in
a transaction in which rights under this Section 1 are not assigned in accordance with this Warrant or any Registrable Securities
sold in a public offering, whether sold pursuant to Rule 144 promulgated under the Securities Act, or in a registered offering, or otherwise
or securities which can be sold in accordance with Rule 144(b)(1) promulgated under the Securities Act..



 


		(c)	Registrable Securities Then Outstanding. The number of shares of “Registrable Securities
then outstanding” shall mean the number of shares of Common Stock of the Company that are Registrable Securities and (l)
are then issued and outstanding or (2) are then issuable pursuant to an exercise of the Warrant or pursuant to conversion of securities
issuable pursuant to an exercise of the Warrant.



 


		(d)	Holder. For purposes of this Section 1, the term “Holder” means
any person owning of record Registrable Securities or any permitted assignee of record of such Registrable Securities to whom rights under
this Section 1 have been duly assigned in accordance with this Warrant.



 


		(e)	Form S-3. The term “Form S-3” means such form under the Securities
                                                                 Act as is in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC
                                                                 which permits inclusion or incorporation of substantial information by
reference to other documents filed by the Company with the SEC.







 






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		(f)	SEC. The term “SEC” or “Commission” means the
U.S. Securities and Exchange Commission.



 


		1.2	Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing
at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering
of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of
the Company, but excluding registration statements relating to any registration under Section 1.3, below, or to any employee
benefit plan or a corporate reorganization) and will afford each such Holder an opportunity to include in such registration statement
all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement
all or any part of the Registrable Securities held by such Holder shall within twenty (20) days after receipt of the above-described notice
from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities
such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in
any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable
Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings
of its securities, all upon the terms and conditions set forth herein.



 


		(a)	Underwriting. If a registration statement under which the Company gives notice under this Section
1.2 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In such event, the right
of any such Holder’s Registrable Securities to be included in a registration pursuant to this Section 1.2 shall be conditioned
upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting
to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter
into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting (including
a market stand-off agreement of up to 180 days if required by such underwriters). Notwithstanding any other provision of this Exhibit
3, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares to be
underwritten, then the Company shall include in such offering (i)
first, all the securities the Company proposes to register for its own account, and (ii) second, Holder’s Registrable
Securities and other shares of Common Stock of the Company requested to be included by other investors having written registration
rights agreements with the Company respecting such shares (“Other Registrable Securities”), with Holder
and each such investor proposing to sell such shares participating in such registration on a pro rata basis, such
participation to be based upon the number of shares of Registrable Securities and Other Registrable (i) Securities then held by the
Holder and each such investor, respectively; provided, however, that the right of the underwriters to exclude shares
(including Registrable Securities) from the registration and underwriting as described above shall be restricted so that all shares
that are not Registrable Securities or Other Registrable Securities and are held by any other person, including, without limitation,
any person who is an employee or officer of the Company (or any subsidiary of the Company) shall first be excluded from such
registration and underwriting before any Registrable Securities and Other Registrable Securities are so excluded. If any Holder
disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and
the underwriter(s), delivered at least ten (10) business days prior to the effective date of the registration statement. Any
Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any
Holder that is a partnership, the Holder and the partners and retired partners of such Holder, or the estates and family members of
any such partners and retired partners and any trusts for the benefit of any of the foregoing persons, and for any Holder that is a
corporation, the Holder and all corporations that are affiliates of such Holder, shall be deemed to be a single
“Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate
amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as
defined in this sentence.






 






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		(b)	Expenses. All expenses incurred in connection with a registration pursuant to this Section 1.2
(excluding underwriters’ and brokers’ discounts and commissions relating to shares sold by the Holders and legal fees of counsel
for the Holders), including, without limitation all federal and “blue sky” registration, filing and qualification fees, printers’
and accounting fees, and fees and disbursements of counsel for the Company, shall be borne by the Company.



 


		(c)	No Limit on Registrations. Except as otherwise provided herein, there shall be no limit on the
number of times the Holders may request registration of Registrable Securities under this Section 1.2.



 


		1.3	Form S-3 Registration. In case the Company shall at any time after the date of a Qualified Public
Offering receive from any Holder or Holders of a majority of all Registrable Securities then outstanding a written request or requests
that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable
Securities owned by such Holder or Holders, then the Company will:



 


		(a)	Notice. Promptly give written notice of the proposed registration and the Holder’s or Holders’
request therefor, and any related qualification or compliance, to all other Holders of Registrable Securities; and



 


		(b)	Registration. As soon as practicable, effect such registration and all such qualifications and
compliances as may be so requested and as would permit or facilitate the sale and distribution
of all or such portion of such Holders or Holders’ Registrable Securities as are specified in such request, together with all or
such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request
given within twenty (20) days after the Company provides the notice contemplated by Section 1.3(a); provided, however,
that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 1.3:










 


		(1)	if Form S-3 is not available for such offering by the Holders:



 


		(2)	if the Holders, together with the holders of any other securities of the Company entitled to inclusion
in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of
less than $1,000,000;



 


		(3)	if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer
of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to
the Company and its shareholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the
right to defer the filing of the Form S-3 registration statement no more than once during any twelve month period for a period of not
more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 1.3;



 


		(4)	if the Company has, within the six (6) month period preceding the date of such request, already effected
a registration under the Securities Act other than a registration from which the Registrable Securities of Holders have been excluded
(with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to
the provisions of Section 1.2(a); or



 


		(5)	in any particular jurisdiction in which the Company would be required to qualify to do business or to
execute a general consent to service of process in effecting such registration, qualification or compliance.



 






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		(c)	Expenses. The Company shall pay all expenses incurred in connection with each registration requested
pursuant to this Section 1.3, (excluding underwriters’ or brokers’ discounts and commissions relating to shares sold
by the Holders and legal fees of counsel for the Holders and excluding expenses required to be paid by a Holder pursuant to Section
1.4(g) below), including without limitation federal and “blue sky” registration, filing and qualification fees, printers’
and accounting fees, and fees and disbursements of counsel.







 


		(d)	Deferral. Notwithstanding the foregoing, if the Company shall furnish to Holders requesting the
filing of a registration statement pursuant to this Section 1.3, a certificate signed by the President or Chief Executive Officer
of the Company stating that in the good faith judgment of the Board, it would be materially detrimental to the Company and its stockholders
for such registration statement to be filed, then the Company shall have the right to defer such filing for a period of not more than
ninety (90) days after receipt of the request of the initiating Holders; provided, however, that the Company may not utilize
this right more than once in any twelve (12) month period.



 


		(e)	Limit on Registrations. The Holders shall be entitled to request registration of Registrable Securities
under this Section 1.3 on two (2) occasions.



 


		1.4	Obligations of the Company. Whenever required to effect the registration of any Registrable Securities
under this Warrant the Company shall, as expeditiously as reasonably possible:



 


		(a)	Registration Statement. Prepare and file with the SEC a registration statement with respect to
such Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective, provided,
however, that the Company shall not be required to keep any such registration statement effective for more than ninety (90) days.



 


		(b)	Amendments and Supplements. Prepare and file with the SEC such amendments and supplements to such
registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions
of the Securities Act with respect to the disposition of all securities covered by such registration statement.



 


		(c)	Prospectuses. Furnish to the Holders such number of copies of a prospectus, including a preliminary
prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order
to facilitate the disposition of the Registrable Securities owned by them that are included in such registration.



 


		(d)	Blue Sky. Use its commercially reasonable efforts to register and qualify the securities covered
by such registration statement under such other securities or Blue Sky laws of such states as shall be reasonably requested by the Holders,
provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file
a general consent to service of process in any such states or jurisdictions.



 


		(e)	Underwriting. In the event of any underwritten public offering, enter into and perform its
                                                                 obligations under an underwriting agreement in usual and customary form, with the managing underwriter(s) of such offering. Each Holder participating in such underwriting shall also enter
into and perform its obligations under such an agreement.







 






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		(f)	Notification. Notify each Holder of Registrable Securities covered by such registration statement
at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a
result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material
fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the
light of the circumstances then existing.



 


		(g)	Opinion and Comfort Letter. Furnish, at the request of any Holder requesting registration of Registrable
Securities, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold
through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration,
in form and substance as is customarily given to underwriters in an underwritten public offering and reasonably satisfactory to a majority
in interest of the Holders requesting registration, addressed to the underwriters, if any, and to the Holders requesting registration
of Registrable Securities and (ii) a “comfort” letter dated as of such date, from the independent certified public accountants
of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten
public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters,
if any, and to the Holders requesting registration of Registrable Securities provided however, that the Company’s obligation to
obtain a “comfort” letter shall be limited to commercially reasonable efforts. If such securities are not being sold through
underwriters, then the Company shall furnish, at the request and at the sole expense of any Holder requesting registration of Registrable
Securities, on the date that the registration statement with respect to such securities becomes effective, an opinion, dated as of such
date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to
underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration,
addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities.



 


		1.5	Furnish Information. It shall be a condition precedent to the obligations of the Company to take
any action pursuant to Sections 1.2 or 1.3 that the selling Holders shall furnish to the Company such information regarding
themselves, the Registrable Securities held by them, and the intended method of disposition of such securities as shall be required to
timely effect the Registration of their Registrable Securities.










 






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		1.6	Indemnification.In the event any Registrable Securities are included in a registration statement
under Sections 1.2 or 1.3:



 


		(a)	By the Company. To the extent permitted by law; the Company will indemnify and hold harmless each
Holder, the partners, officers and directors of each Holder, any underwriter (as determined in the Securities Act) for such Holder and
each person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Securities Exchange Act of
1934, as amended, (the “1934 Act”), against any losses, claims, damages, or Liabilities (joint or several) to
which they may become subject under the Securities Act, the 1934 Act or other federal or state law, insofar as such losses, claims, damages,
or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations
(collectively a “Violation”):



 


		(i)	any untrue statement or alleged untrue statement of a material fact contained in such registration statement,
including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto;



 


		(ii)	the omission or alleged omission to state therein a material fact required to be stated therein, or necessary
to make the statements therein not misleading, or



 


		(iii)	any violation or alleged violation by the Company of the Securities Act, the 1934 Act, any federal or
state securities law or any rule or regulation promulgated under the Securities Act, the 1934 Act or any federal or state securities law
in connection with the offering covered by such registration statement;



 


			and the Company will reimburse each such Holder, partner, officer or director, underwriter or
                                                                                controlling person for any legal or other expenses reasonably incurred by them, as incurred, in connection with investigating or
                                                                                defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained
                                                                                in this subsection 1.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such
                                                                                settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company
                                                                                be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based
                                                                                upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection
                                                                                with such registration by such Holder, partner, officer, director, underwriter or controlling person of such Holder.



 






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		(b)	By Selling Holders. To the extent permitted by law, each selling Holder will indemnify and hold
harmless the Company, each of its directors, each of its officers who have signed the registration statement, each person, if any, who
controls the Company within the meaning of the Securities Act, any underwriter and any other Holder
selling securities under such registration statement or any of such other Holder’s partners, directors or officers or any person
who controls such Holder within the meaning of the Securities Act or the 1934 Act, against any losses, claims, damages or liabilities
(joint or several) to which the Company or any such director, officer, controlling person, underwriter or other such Holder, partner or
director, officer or controlling person of such other Holder may become subject under the Securities Act, the 1934 Act or other federal
or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any
Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written
information furnished by such Holder expressly for use in connection with such registration; and each such Holder will reimburse any legal
or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter or other Holder, partner,
officer, director or controlling person of such other Holder in connection with investigating or defending any such loss, claim, damage,
liability or action: provided, however, that the indemnity agreement contained in this Section 1.6(b) shall not apply
to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent
of the Holder, which consent shall not be unreasonably withheld; and provided, further, that the total amounts payable in
indemnity by a Holder under this Section 1.6(b) in respect of any Violation shall not exceed the net proceeds received by such
Holder in the registered offering out of which such Violation arises.










 


		(c)	Notice. Promptly after receipt by an indemnified party under this Section 1.6 of notice
of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to
be made against any indemnifying party under this Section 1.6, deliver to the indemnifying party a written notice of the commencement
thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly
with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties;
provided, however, that an indemnified party shall have the right to retain its own counsel, with the fees and expenses
to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would
be inappropriate due to actual or potential conflict of interests between such indemnified party and any other party represented by such
counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement
of any such action shall relieve such indemnifying party of liability to the indemnified party under this Section 1.6 to the extent
the indemnifying party is prejudiced as a result thereof, but the omission so to deliver written notice to the indemnified party will
not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 1.6.







 






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		(d)	Defect Eliminated in Final Prospectus. The foregoing indemnity agreements of the Company and Holders
are subject to the condition that, insofar as they relate to any Violation made in a preliminary prospectus but eliminated or remedied
in the amended prospectus on file with the SEC at the time the registration statement in question becomes effective or the amended prospectus
filed with the SEC pursuant to SEC Rule 424(b) (the “Final Prospectus”), such indemnity agreement shall not
inure to the benefit of any person if a copy of the Final Prospectus was timely furnished to the indemnified party and was not furnished
to the person asserting the loss, liability, claim or damage at or prior to the time such action is required by the Securities Act.



 


		(e)	Contribution. In order to provide for just and equitable contribution to joint liability under
the Securities Act in any case in which either (i) any Holder exercising rights under this Warrant, or any controlling person of any such
Holder, makes a claim for indemnification pursuant to this Section 1.6 but it is judicially determined (by the entry of a final
judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal)
that such indemnification may not be enforced in such case notwithstanding the fact that this Section 1.6 provides for indemnification
in such case, or (ii) contribution under the Securities Act may be required on the part of any such selling Holder or any such controlling
person in circumstances for which indemnification is provided under this Section 1.6; then, and in each such case, the Company
and such Holder will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution
from others) in such proportion so that such Holder is responsible for the portion represented by the percentage that the public offering
price of its Registrable Securities offered by and sold under the registration statement bears to the public offering price of all securities
offered by and sold under such registration statement, and the Company and other selling Holders are responsible for the remaining portion;
provided, however, that, in any such case: (A) no such Holder will be required to contribute any amount in excess of the
public offering price of all such Registrable Securities offered and sold by such Holder pursuant to such registration statement; and
(B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled
to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.



 


		(f)	Survival. The obligations of the Company and Holders under this Section 1.6 shall survive
until the fifth anniversary of the completion of any offering of Registrable Securities in a registration statement, regardless of the
expiration of any statutes of limitation or extensions of such statutes.



 


		1.7	Termination of the Company’s Obligations. The Company shall have no obligations pursuant
to Sections 1.2 and 1.3 with respect to any Registrable Securities proposed to be sold by a Holder in a registration pursuant
to Section 1.2  or 1.3 more than ten (10) years
after the date of this Warrant, or, if, in the opinion of counsel to the Company, all such Registrable Securities proposed to be sold
by a Holder may then be sold under Rule 144 in one transaction without exceeding the volume limitations thereunder.







 


 


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