Exhibit 10.44


 


NYIAX, Inc.


 


INDEMNITY AGREEMENT


 


This Indemnity Agreement, effective as of______________,
is made by and between NYIAX, Inc., a Delaware corporation with executive offices located at 244 5th Avenue, STE 2669, NYC, NY
10001 (the “Company”), and ______________________ residing at _______________(the “Indemnitee”)


 


RECITALS


 


		A.	The Company is aware that competent and experienced persons are increasingly reluctant to serve as directors
or officers of corporations unless they are protected by comprehensive liability insurance or indemnification, due to increased exposure
to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears
no reasonable relationship to the compensation of such directors and officers;



 


		B.	The statutes and judicial decisions regarding the duties of directors and officers are often difficult
to apply, ambiguous, or conflicting, and therefore fail to provide such directors and officers with adequate, reliable knowledge of legal
risks to which they are exposed or information regarding the proper course of action to take;



 


		C.	Plaintiffs often seek damages in such large amounts and the costs of litigation may be so substantial
(whether or not the case is meritorious), that the defense and/or settlement of such litigation is often beyond the personal resources
of officers and directors



 


		D.	The Company believes that it is unfair for its directors and officers and the directors and officers of
its subsidiaries to assume the risk of large judgments and other expense that may be incurred in cases in which the director or officer
received no personal profit and in cases where the director or officer was not culpable;



 


		E.	The Company recognizes that the issues In controversy in litigation against a director or officer of a
corporation such as the Company or a subsidiary of the Company are often related to the knowledge, motives and intent of such director
or officer, that he or she is usually the only witness with knowledge of the essential facts and exculpating circumstances regarding such
matters and that the long period of time which usually elapses before the trial or other disposition of which litigation often extends
beyond the time that the director or officer can reasonably recall such matters; and may extend beyond the normal time for retirement
or in the event of his or her death, his or her spouse, heirs, executors or administrators, may be faced with limited ability and undue
hardship in maintaining an adequate defense, which may discourage such a director or officer from serving in that position;



 


		F.	Based upon their experience as business managers, the Board of Directors of the Company (the “Board”)
has concluded that, to retain and attract talented and experienced individuals to serve as officers and directors of the Company and its
subsidiaries and to encourage such individuals to take the business risks necessary for the success of the Company and its subsidiaries,
it is necessary for the Company to contractually indemnify its officers and directors and the officers and directors of its subsidiaries,
and to assume for itself maximum liability for expenses and damages in connection with claims against such officers and directors in connection
with their service to the Company and its subsidiaries, and has further concluded that the failure to provide such contractual indemnification
could result in great harm to the Company and its subsidiaries and the Company’s stockholders;



 






     


     


    

 


		G.	Section 145 of the General Corporation Law of Delaware, under which the Company is organized (“Section
145”), empowers the Company to indemnify by agreement its officers, directors, employees and agents, and persons who serve, at the
request of the Company, as directors, officers, employees or agents of other corporations or enterprises, and expressly provides that
the indemnification provided by Section 145 is not exclusive;



 


		H.	The Company, after reasonable investigation prior to the date hereof, has determined that the liability
insurance coverage available to the Company and its subsidiaries as of the date hereof is inadequate and/or unreasonably expensive. The
Company believes, therefore, that the interest of the Company’s stockholders would best be served by a combination of such insurance
as the Company may obtain, or request a subsidiary to obtain, pursuant to the Company’s obligations hereunder, and the indemnification
by the Company of the directors and officers of the Company and its subsidiaries;



 


		I.	The Company desires and has requested the Indemnitee to serve or continue to serve as a director or officer
of the Company and/or the subsidiaries of the Company free from undue concern for claims for damages arising out of or related to such
services to the Company and/or a subsidiary of the Company; and



 


		J.	The Indemnitee is willing to serve, or to continue to serve, the Company and/or the subsidiaries of the
Company, provided that he or she is furnished the indemnity provided for herein.



 


AGREEMENT


 


NOW, THEREFORE, the parties hereto, intending
to be legally bound, hereby agree as follows:


 


		1.	Definitions.



 


		(a)	Agent. For the purposes of this Agreement, “agent” of the Company means any person
who is or was a director, officer, employee or other agent of the Company or a subsidiary of the Company; or is or was serving at the
request of, for the convenience of or to represent the interest of the Company or a subsidiary of the Company as a director, officer,
employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise; or was a director,
officer, employee or agent of a foreign or domestic corporation which was a predecessor corporation of the Company or a subsidiary of
the Company, or was a director, officer, employee or agent of another enterprise at the request of, for the convenience of or to represent
the interests of such predecessor corporation.



 


		(b)	Expenses. For purposes of this Agreement, “expenses” includes all direct and indirect
costs of any type or nature whatsoever (including, without limitation, all attorneys’ fees and related disbursements, and other
out-of-pocket costs) actually and reasonably incurred by the Indemnitee in connection with either the investigation, defense or appeal
of a proceeding or establishing or enforcing a right to indemnification under this Agreement, Section 145 or otherwise; provided, however,
that expenses shall not include any judgments, fines, ERISA excise taxes or penalties or amounts paid in settlement of a proceeding.



 






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		(c)	Proceeding. For the purposes of this Agreement, “proceeding” means any threatened,
pending, or completed action, suit or other proceeding, whether civil, criminal, administrative, investigative or any other type whatsoever.



 


		(d)	Subsidiary. For purposes of this Agreement, “subsidiary” means any corporation of which
more than 50% of the outstanding voting securities is owned directly or indirectly by the Company, by the Company and one or more other
subsidiaries, or by one or more other subsidiaries.



 


		2.	Agreement to Serve. The Indemnitee agrees to serve and/or continue to serve as an agent of the
Company, at its will (or under separate agreement, if such agreement exists), in the capacity the Indemnitee currently serves as an agent
of the Company, so long as he or she is duly appointed or elected and qualified in accordance with the applicable provisions of the Bylaws
of the Company or any subsidiary of the Company or until such time as he or she tenders his resignation in writing or he or she is removed
from such position, provided, however, that nothing contained in this Agreement is intended to create any right to continued employment
by the lndemnitee.



 


		3.	Maintenance of Liability Insurance.



 


		(a)	The Company hereby covenants and agrees that, so long as the lndemnitee shall continue to serve as an
agent of the Company and thereafter so long as the lndemnitee shall be subject to any possible proceeding by reason of the fact that the
lndemnitee was an agent of the Company, the Company, subject to Section 3(b), shall use reasonable efforts to obtain and maintain in full
force and effect directors’ and officers’ liability insurance (“D&O Insurance”) in reasonable amounts from
established and reputable insurers.



 


		(b)	Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain D&O Insurance
if the Company determines in good faith that such insurance is not reasonably available, the premium costs for such insurance are disproportionate
to the amount of coverage provided, the coverage is reduced by exclusions so as to provide an insufficient benefit, or the Indemnitee
is covered by similar insurance maintained by a subsidiary of the Company.



 






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		4.	Mandatory Indemnification. The Company shall indemnify the lndemnitee from:



 


		(a)	Third Party Actions. If the Indemnitee is a person who was or is a party or is threatened to be
made a party to any proceeding (other than an action by or in the right of the Company) by reason of the fact that he or she is or was
an agent of the Company, or by reason of anything done or not done by him or her in any such capacity, against any and all expenses and
liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid
in settlement) actually and reasonably incurred by him or her in connection with the investigation, defense, settlement or appeal of such
proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests
of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful;
and



 


		(b)	Derivative Actions. If the lndemnitee is a person who was or is a party or is threatened to be
made a party to any proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that he or she
is or was an agent of the Company, or by reason of anything done or not done by him or her in any such capacity, against any amounts paid
in settlement of any such proceeding and all expenses actually and reasonably incurred by him or her in connection with the investigation,
defense, settlement, or appeal of such proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the Company; except that no indemnification under this subsection shall be made in respect
of any claim, issue or matter as to which such person shall have been finally adjudged to be liable to the Company after the time for
an appeal has expired by a court of competent jurisdiction due to willful misconduct of a culpable nature in the performance of his or
her duty to the Company unless and only to the extent that the Court of Chancery the court in which such proceeding was brought shall
determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such amounts which the Court of Chancery or such other court shall deem proper; and



 


		(c)	Actions Where Indemnitee is Deceased. If the Indemnitee is a person who was or is a party or is
threatened to be made a party to any proceeding by reason of the fact that he or she is or was an agent of the Company, or by reason of
anything done or not done by him or her in any such capacity, against any and all expenses and liabilities of any type whatsoever (including,
but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) actually and reasonably incurred
by him or her in connection with the investigation, defense, settlement or appeal of such proceeding if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, and prior to, during the pendency
or after completion of such proceeding the Indemnitee is deceased, except that in a proceeding by or in the right of the Company no indemnification
shall be due under the provisions of this subsection in respect of any claim, issue or matter as to which such person shall have been
finally adjudged to be liable to the Company after the time for an appeal has expired, by a court of competent jurisdiction due to willful
misconduct of a culpable nature in the performance of his or her duty to the Company, unless and only to the extent that the Court of
Chancery or the court in which such proceeding was brought shall determine upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which the
Court of Chancery or such other court shall deem proper; and



 






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		(d)	Exception for Amounts Covered by insurance. Notwithstanding the foregoing, the Company shall not be obligated
to indemnify the Indemnitee for expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fees, ERISA
excise taxes or penalties, and amounts paid in settlement) which have been paid directly to Indemnitee under D&O insurance.



 


		5.	Partial Indemnification. if the lndemnitee is entitled under any provision of this Agreement to
indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited
to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) incurred by him or her in the investigation, defense,
settlement or appeal of a proceeding but not entitled, however, to indemnification for all of the total amount thereof, the Company shall
nevertheless indemnify the Indemnitee for such total amount except as to the portion thereof to which the Indemnitee is not entitled.



 


		6.	Mandatory Advancement of Expenses. Subject to Section 10 below, the Company shall advance all expenses
incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of any proceeding to which the Indemnitee
is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or was an agent of the Company or by reason
of anything done or not done by him or her in any such capacity. Indemnitee hereby undertakes to repay such amounts advanced only if,
and to the extent that, it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Company as authorized
hereby. The advances to be made hereunder shall be paid by the Company to the Indemnitee within twenty (20) days following delivery of
a written request therefor by the Indemnitee to the Company.



 


		7.	Notice and Other Indemnification Procedures.



 


		(a)	Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement
of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company
under this Agreement, notify the Company of the commencement or threat of commencement thereof.



 






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		(b)	If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7(a)
hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the
insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable
action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with
the terms of such policies.



 


		(c)	In the event the Company shall be obligated to advance the expenses for any proceeding against the Indemnitee,
the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee, upon
the delivery to the Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by
the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement
for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that (i) the Indemnitee
shall have the right to employ his or her counsel in any such proceeding at the Indemnitee’s expense; and (ii) if (A) the employment
of counsel by the Indemnitee has been previously authorized by the Company, (B) the Indemnitee shall have reasonably concluded that there
may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or (C) the Company shall not,
in fact, have employed counsel to assume the defense of such proceeding, the fees and expenses of the Indemnitee’s counsel shall
be at the expense of the Company.



 


		8.	Determination of Right to Indemnification.



 


		(a)	To the extent the Indemnitee has been successful on the merits or otherwise in defense of any proceeding
referred to in Section 4(a), 4(b) or 4(c) of this Agreement or in the defense of any claim, issue or matter described therein, the Company
shall indemnify the Indemnitee against expenses actually and reasonably incurred by him or her in connection therewith.



 


		(b)	In the event that Section 8(a) is inapplicable, the Company shall also indemnify the Indemnitee unless,
and only to the extent that, the Company shall prove by clear and convincing evidence to a forum listed in Section 8(c) below that the
lndemnitee has not met the applicable standard of conduct required to entitle the lndemnitee to such indemnification.



 






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		(c)	The Indemnitee shall be entitled to select the forum in which the validity of the Company’s claim
under Section 8(b) hereof that the lndemnitee is not entitled to indemnification will be heard from among the following:



 


		(1)	A quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification
is being sought;



 


		(2)	The stockholders of the Company;



 


		(3)	Legal counsel selected by the lndemnitee and reasonably approved by the Board, which counsel shall make
such determination in a written opinion;



 


		(4)	A panel of three arbitrators, one of whom is selected by the Company, another of whom is selected by the
lndemnitee and the last of whom is selected by the first two arbitrators so selected.



 


		(d)	As soon as practicable, and in no event later than 30 days after written notice of the Indemnitee’s
choice of forum pursuant to Section 8(c) above, the Company shall, at its own expense, submit to the selected forum in such manner as
the lndemnitee or the Indemnitee’s counsel may reasonably request, its claim that the lndemnitee is not entitled to indemnification;
and the Company shall act in the utmost good faith to assure the lndemnitee a complete opportunity to defend against such claim.



 


		(e)	Notwithstanding a determination by any forum listed in Section 8(c) hereof that the lndemnitee is not
entitled to indemnification with respect to a specific proceeding, the lndemnitee shall have the right to apply to the Court of Chancery
of Delaware, the court in which that proceeding is or was pending or any other court of competent jurisdiction, for the purpose of enforcing
the Indemnitee’s right to indemnification pursuant to the Agreement.



 


		(f)	The Company shall indemnify the lndemnitee against all expenses incurred by the lndemnitee in connection
with any hearing or proceeding under this Section 8 involving the lndemnitee and against all expenses incurred by the lndemnitee in connection
with any other proceeding between the Company and the lndemnitee involving the interpretation or enforcement of the rights of the lndemnitee
under this Agreement unless a court of competent jurisdiction finds that each of the material claims and/or defenses of the lndemnitee
in any such proceeding was frivolous or not made in good faith.



 


		9.	Limitation of Actions and Release of Claims. No proceeding shall be brought and no cause of action
shall be asserted by or on behalf of the Company or any subsidiary against the lndemnitee, his or her spouse, heirs, estate, executors
or administrators after the expiration of one year from the act or omission of the lndemnitee upon which such proceeding is based; however,
in a case where the Indemnitee fraudulently conceals the facts underlying such cause of action, no proceeding shall be brought and no
cause of action shall be asserted after the expiration of one year from the earlier of (i) the date the Company or any subsidiary of the
Company discovers such facts, or (ii) the date the Company or any subsidiary of the Company could have discovered such facts by the exercise
of reasonable diligence. Any claim or cause of action of the Company or any subsidiary of the Company, including claims predicated upon
the negligent act or omission of the lndemnitee, shall be extinguished and deemed released unless asserted by filing of a legal action
within such period. This Section 9 shall not apply to any cause of action which has accrued on the date hereof and of which the Indemnitee
is aware on the date hereof, but as to which the Company has no actual knowledge apart from the Indemnitee’s knowledge.



 






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		10.	Exceptions. Any other provision herein to the contrary notwithstanding, the Company shall not be
obligated pursuant to the terms of this Agreement:



 


		(a)	Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to proceedings
or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to proceedings brought to
establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section
145, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board of Directors finds
it to be appropriate; or



 


		(b)	Lack of Good Faith. To indemnify the Indemnitee for any expenses incurred by the Indemnitee with respect
to any proceeding instituted by the Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines
that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or



 


		(c)	Unauthorized Settlements. To indemnify the Indemnitee under this Agreement for any amounts paid in settlement
of a proceeding unless the Company consents to such settlement; or



 


		(d)	Claims by the Company for Willful Misconduct. To indemnify or advance expenses to the Indemnitee under
this Agreement for any expenses incurred by the Indemnitee with respect to any proceeding or claim brought by the Company against the
Indemnitee for willful misconduct, unless a court of competent jurisdiction determines that each of such claims was not made in good faith
or was frivolous; or



 


		(e)	Section 16(b). To indemnify Indemnitee for expenses and the payment of profits arising from the purchase
and sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar
successor statute; or



 


		(f)	Unlawful Indemnification. To indemnify the Indemnitee if a final decision by a court having jurisdiction
in the matter shall determine that such indemnification is not lawful; or



 






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		(g)	Forfeiture of Certain Bonuses and Profits. To indemnify Indemnitee for the payment of amounts required
to be reimbursed to the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002, as amended, or any similar successor statute.



 


		11.	Non-Exclusivity. The provisions for indemnification and advancement of expenses set forth in this
Agreement shall not be deemed exclusive of any other rights which the Indemnitee may have under any provision of law, the Company’s
Certificate of Incorporation or Bylaws, the vote of the Company’s stockholders or disinterested directors, other agreements, or
otherwise, both as to actions in his or her official capacity and to actions in another capacity while occupying his or her position as
an agent of the Company, and the Indemnitee’s rights hereunder shall continue after the Indemnitee has ceased acting as an agent
of the Company and shall inure to the benefit of the heirs, executors and administrators of the Indemnitee.



 


		12.	Interpretation of Agreement. It is understood that the parties hereto intend this Agreement to
be interpreted and enforced so as to provide indemnification to the Indemnitee to the fullest extent now or hereafter permitted by law.



 


		13.	Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal
or unenforceable for any reason whatsoever, (i) the validity, legality and enforceability of the remaining provisions of the Agreement
(including, without limitation, all portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal
or unenforceable, that are not themselves invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby, and
(ii) to the fullest extent possible, the provisions of this Agreement (including, without limitation, all portions of any paragraphs of
this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or
unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable
and to give effect to Section 12 hereof.



 


		14.	Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding
unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall
constitute a waiver of any other provision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.



 


		15.	Successors and Assigns. The terms of this Agreement shall bind, and shall inure to the benefit
of, the successors, heirs, executors, and administrators and assigns of the parties hereto.



 


		16.	Notice. All notices, requests, demands and other communications under this Agreement shall be in
writing and shall be deemed duly given (i) if delivered by hand and receipted for by the party addressee or (ii) if mailed by certified
or registered mail with postage prepaid, on the third business day after the mailing date. Addresses for notice to either party are as
shown on the signature page of this Agreement, or as subsequently modified by written notice.



 


		17.	Governing Law. This Agreement shall be governed exclusively by and construed according to the laws of
the State of Delaware, as applied to contracts between Delaware residents entered into and to be performed entirely within Delaware.



 


		18.	Consent to Jurisdiction. The Company and the Indemnitee each hereby irrevocably consent to the jurisdiction
of the courts of the State of Delaware for all purposes in connection with any action or proceeding which arises out of or relates to
this Agreement.



 


[Signature on the Following Page]


 




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The parties hereto have entered into this Indemnity
Agreement effective as of the date first above written.


 


	NYIAX, INC.	 
	 	 	 
	By:   	                    	 
	 	 	 
	INDEMNITEE: