Exhibit 10.11


 


NYIAX, INC.






2021 EQUITY INCENTIVE PLAN


 


1. Purposes
of the Plan. The purposes of this Plan are:


 


		●	to attract and retain the best available personnel for positions
of substantial responsibility,



 


		●	to provide additional incentive to Employees, Directors and Consultants, and



 


		●	to promote the success of the Company’s business.



 


The Plan permits the grant of
Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock and Restricted Stock Units.


 


2. Definitions.
As used herein, the following definitions will apply:


 


(a) “Administrator”
means the Board or any of its Committees as will be administering the Plan, in accordance with Section 4.


 


(b) “Applicable
Laws” means the requirements relating to the administration of equity-based awards under U.S. state corporate laws, U.S. federal
and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable
laws of any foreign country or jurisdiction where Awards are, or will be, granted under the Plan.


 


(c) “Award”
means, individually or collectively, a grant under the Plan of Options, Stock Appreciation Rights, Restricted Stock or Restricted Stock
Units.


 


(d) “Award
Agreement” means the written or electronic agreement setting forth the terms and provisions applicable to each Award granted
under the Plan. Each Award Agreement is subject to the terms and conditions of the Plan.


 


(e) “Board”
means the Board of Directors of the Company.


 


(f) “Cause”
for termination of a Participant’s relationship as a Service Provider will exist (unless another definition is provided in an
applicable Option Agreement, Restricted Stock Award Agreement, employment agreement or other applicable written agreement) if the Participant’s
status as a Service Provider is terminated for any of the following reasons: (i) any material breach by Participant of any material written
agreement between Participant and the Company and Participant’s failure to cure such breach within 30 days after receiving written
notice thereof; (ii) any failure by Participant to comply with the Company’s material written policies or rules as they may be in
effect from time to time; (iii) neglect or persistent unsatisfactory performance of Participant’s duties and Participant’s
failure to cure such condition within 30 days after receiving written notice thereof; (iv) Participant’s repeated failure to follow
reasonable and lawful instructions from the Board, General Counsel or Chief Executive Officer and Participant’s failure to cure
such condition within 30 days after receiving written notice thereof; (v) Participant’s conviction of, or plea of guilty or nolo
contendere to, any crime that results in, or is reasonably expected to result in, material harm to the business or reputation of the
Company; (vi) Participant’s commission of or participation in an act of fraud against the Company; (vii) Participant’s
intentional material damage to the Company’s business, property or reputation; or (viii) Participant’s unauthorized use or
disclosure of any proprietary information or trade secrets of the Company or any other party to whom the Participant owes an obligation
of nondisclosure as a result of his or her relationship with the Company. For purposes of clarity, a termination without “Cause”
does not include any termination that occurs as a result of Participant’s death or disability. The determination as to whether a
Participant has been terminated for Cause shall be made in good faith by the Administrator and shall be final and binding on the Participant.
The foregoing definition does not in any way limit the Company’s ability to terminate a Participant’s employment or consulting
relationship at any time, and the term “Company” will be interpreted to include any Subsidiary, Parent, affiliate, or any
successor thereto, if appropriate.


 






    


     


    

 


(g) “Change
in Control” means the occurrence of any of the following events:


 


(i) Change
in Ownership of the Company. A change in the ownership of the Company which occurs on the date that any one person, or more than
one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock
held by such Person, constitutes more than 50% of the total voting power of the stock of the Company, except that any change in the ownership
of the stock of the Company as a result of a private financing of the Company that is approved by the Board will not be considered a Change
in Control. For purposes of this clause (i), if any Person has ownership of the stock of the Company that constitutes more than 50% of
the total voting power of the stock of the Company, the acquisition of additional voting stock of the Company by the same Person will
not be considered a Change in Control; or


 


(ii) Change
in Effective Control of the Company. If the Company has a class of securities registered pursuant to Section 12 of the Exchange
Act, a change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during
any 12 month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the
date of the appointment or election. For purposes of this clause (ii), if any Person is considered to be in effective control of the Company,
the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or


 


(iii) Change
in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the
Company’s assets which occurs on the date that any Person acquires (or has acquired during the 12 month period ending on the date
of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or
more than 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions.
For purposes of this subsection (iii), gross fair market value means the value of the assets of the Company, or the value of the assets
being disposed of, determined without regard to any liabilities associated with such assets; or


 






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For purposes of
this Section 2(f), persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation,
purchase or acquisition of stock, or similar business transaction with the Company. Notwithstanding the foregoing, to the extent an Award
is subject to Code Section 409A, a transaction will not be deemed a Change in Control unless the transaction also qualifies as a change
in control event within the meaning of Code Section 409A, as it has been and may be amended from time to time, and any proposed or final
Treasury Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to time,
solely to the extent necessary to avoid adverse tax consequences under Code Section 409A.


 


Further and for
the avoidance of doubt, a transaction will not constitute a Change in Control if: (I) its sole purpose is to change the jurisdiction of
the Company’s incorporation, or (II) its sole purpose is to create a holding company that will be owned in substantially the same
proportions by the persons who held the Company’s securities immediately before such transaction.


 


(h) “Code”
means the Internal Revenue Code of 1986, as amended. Any reference to a section of the Code herein will be a reference to any successor
or amended section of the Code.


 


(i) “Committee”
means a committee of Directors or of other individuals satisfying Applicable Laws appointed by the Board, or by the compensation committee
of the Board, in accordance with Section 4 hereof.


 


(j) “Common
Stock” means the common stock of the Company.


 


(k) “Company”
means NYIAX, Inc., a Delaware corporation, or any successor thereto.


 


(l) “Consultant”
means any person, including an advisor, engaged by the Company or any Parent or Subsidiary of the Company to render services to such entity.


 


(m)
“Director” means a member of the Board.


 


(n) “Disability”
means total and permanent disability as defined in Code Section 22(e)(3), provided that in the case of Awards other than Incentive Stock
Options, the Administrator in its discretion may determine whether a permanent and total disability exists in accordance with uniform
and non-discriminatory standards adopted by the Administrator from time to time.


 


(o) “Effective
Date” means an even date of the adoption of this Plan by the Board.


 


(p) “Employee”
means any person, including officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. Neither service
as a Director nor payment of a Director’s fee by the Company or any Parent or Subsidiary of the Company will be sufficient to constitute
“employment” by the Company or such Parent or Subsidiary of the Company, as applicable.


 






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(q) “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


(r) “Exchange
Program” means a program under which (i) outstanding Awards are surrendered or cancelled in exchange for Awards of the same
type (which may have higher or lower exercise prices and different terms), Awards of a different type and/or cash, (ii) Participants would
have the opportunity to transfer any outstanding Awards to a financial institution or other person or entity selected by the Administrator,
and/or (iii) the exercise price of an outstanding Award is reduced or increased. The Administrator will determine the terms and conditions
of any Exchange Program in its sole discretion.


 


(s) “Fair
Market Value” means, as of any date, the value of Common Stock determined as follows:


 


(i) If
the Common Stock is listed on any established stock exchange or a national market system, including, without limitation, the Nasdaq Global
Select Market, the Nasdaq Global Market or the Nasdaq Capital Market of The Nasdaq Stock Market, the Fair Market Value of a Share will
be the closing sales price for the Common Stock (or the closing bid, if no sales were reported) as quoted on such exchange or system on
the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;


 


(ii) If
the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a
Share will be the mean between the high bid and low asked prices for the Common Stock on the day of determination (or, if no bids and
asks were reported on that date, as applicable, on the last trading date such bids and asks were reported), as reported in The Wall
Street Journal or such other source as the Administrator deems reliable; or


 


(iii) In
the absence of an established market for the Common Stock, the Fair Market Value of a Share will be determined in good faith by the Administrator.


 


(t) “Incentive
Stock Option” means an Option that by its terms qualifies and is otherwise intended to qualify as an incentive stock option
within the meaning of Code Section 422 and the regulations promulgated thereunder.


 


(u) “Nonstatutory
Stock Option” means an Option that by its terms does not qualify or is not intended to qualify as an Incentive Stock Option.


 


(v) “Option”
means a stock option granted pursuant to the Plan.


 


(w) “Parent”
means a “parent corporation,” whether now or hereafter existing, as defined in Code Section 424(e).


 


(x) “Participant”
means the holder of an outstanding Award.


 


(y) “Period
of Restriction” means the period during which the transfer of Shares of Restricted Stock are subject to restrictions, and therefore,
the Shares are subject to a substantial risk of forfeiture. Such restrictions may be based on the passage of time, the achievement of
target levels of performance, or the occurrence of other events as determined by the Administrator.


 






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(z) “Plan”
means the NYIAX Inc. 2021 Equity Incentive Plan.


 


(aa) “Restricted
Stock” means Shares issued pursuant to an Award of Restricted Stock under Section 8, or issued pursuant to the early exercise
of an Option.


 


(bb) “Restricted
Stock Unit” means a bookkeeping entry representing an amount equal to the Fair Market Value of one Share, granted pursuant to
Section 9. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company.


 


(cc) “Securities
Act” means the Securities Act of 1933, as amended.


 


(dd) “Service Provider”
means an Employee, Director or Consultant.


 


(ee) “Share”
means a share of the Common Stock, as adjusted in accordance with Section 13.


 


(ff) “Stock Appreciation
Right” means an Award, granted alone or in connection with an Option, that pursuant to Section 7 is designated as a Stock Appreciation
Right.


 


(gg)  “Subsidiary”
means a “subsidiary corporation,” whether now or hereafter existing, as defined in Code Section 424(f).


 


3. Stock
Subject to the Plan.


 


(a) Stock
Subject to the Plan. Subject to the provisions of Section 13, the maximum aggregate number of Shares that may be subject to Awards
and sold under the Plan is 12,000,000 Shares. The Shares may be authorized but unissued, or reacquired, Common Stock.


 


(b) Lapsed
Awards. If an Award expires or becomes unexercisable without having been exercised in full, is surrendered pursuant to an Exchange
Program, or, with respect to Restricted Stock or Restricted Stock Units, is forfeited to or repurchased by the Company due to the failure
to vest, the unpurchased Shares (or, for Awards other than Options or Stock Appreciation Rights, the forfeited or repurchased Shares)
which were subject thereto will become available for future grant or sale under the Plan (unless the Plan has terminated). With respect
to Stock Appreciation Rights, only Shares actually issued pursuant to a Stock Appreciation Right will cease to be available under the
Plan; all remaining Shares under Stock Appreciation Rights will remain available for future grant or sale under the Plan (unless the Plan
has terminated). Shares that have actually been issued under the Plan under any Award will not be returned to the Plan and will not become
available for future distribution under the Plan; provided, however, that if Shares issued pursuant to Awards of Restricted
Stock or Restricted Stock Units are repurchased by the Company or are forfeited to the Company due to the failure to vest, such Shares
will become available for future grant under the Plan. Shares used to pay the exercise price of an Award or to satisfy the tax withholding
obligations related to an Award will become available for future grant or sale under the Plan. To the extent an Award under the Plan is
paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under the
Plan. Notwithstanding the foregoing and, subject to adjustment as provided in Section 13, the maximum number of Shares that may be issued
upon the exercise of Incentive Stock Options will equal the aggregate Share number stated in Section 3(a), plus, to the extent allowable
under Code Section 422 and the Treasury Regulations promulgated thereunder, any Shares that become available for issuance under the Plan
pursuant to Section 3(b).


 






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(c) Share
Reserve. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as will
be sufficient to satisfy the requirements of the Plan.


 


4. Administration
of the Plan.


 


(a) Procedure.


 


(i) Multiple
Administrative Bodies. Different Committees with respect to different groups of Service Providers may administer the Plan.


 


(ii) Other
Administration. Other than as provided above, the Plan will be administered by (A) the Board or (B) a Committee, which Committee
will be constituted to satisfy Applicable Laws.


 


(b) Powers
of the Administrator. Subject to the provisions of the Plan, and in the case of a Committee, subject to the specific duties delegated
by the Board to such Committee, the Administrator will have the authority, in its discretion:


 


(i) to
determine the Fair Market Value;


 


(ii) to
select the Service Providers to whom Awards may be granted hereunder;


 


(iii) to
determine the number of Shares to be covered by each Award granted hereunder;


 


(iv) to
approve forms of Award Agreements for use under the Plan;


 


(v) to
determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms and conditions
include, but are not limited to, the exercise price, the time or times when Awards may be exercised (which may be based on performance
criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the
Shares relating thereto, based in each case on such factors as the Administrator will determine;


 


(vi) to
institute and determine the terms and conditions of an Exchange Program;


 


(vii) to
construe and interpret the terms of the Plan and Awards granted pursuant to the Plan;


 






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(viii) to
prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established
for the purpose of satisfying applicable foreign laws or for qualifying for favorable tax treatment under applicable foreign laws;


 


(ix) to
modify or amend each Award (subject to Section 18(c)), including, but not limited to, the discretionary authority to extend the post-termination
exercisability period of Awards and to extend the maximum term of an Option (subject to Section 6(d));


 


(x) to
allow Participants to satisfy withholding tax obligations in a manner prescribed in Section 14;


 


(xi) to
authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by
the Administrator;


 


(xii) subject
to any applicable restrictions of Code Section 409A, to allow a Participant to defer the receipt of the payment of cash or the delivery
of Shares that otherwise would be due to such Participant under an Award; and


 


(xiii) to
make all other determinations deemed necessary or advisable for administering the Plan.


 


(c) Effect
of Administrator’s Decision. The Administrator’s decisions, determinations and interpretations will be final and binding
on all Participants and any other holders of Awards.


 


5. Eligibility.
Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock and Restricted Stock Units may be granted to Service Providers.
Incentive Stock Options may be granted only to Employees.


 


6. Stock
Options.


 


(a) Grant
of Options. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant Options
in such amounts as the Administrator, in its sole discretion, will determine.


 


(b) Option
Agreement. Each Award of an Option will be evidenced by an Award Agreement that will specify the exercise price, the term of the
Option, the number of Shares subject to the Option, the exercise restrictions, if any, applicable to the Option, and such other terms
and conditions as the Administrator, in its sole discretion, will determine.


 


(c) Limitations.
Each Option will be designated in the Award Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. Notwithstanding
such designation, however, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options
are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any Parent or Subsidiary)
exceeds $100,000, such Options will be treated as Nonstatutory Stock Options. For purposes of this Section 6(c), Incentive Stock Options
will be taken into account in the order in which they were granted, the Fair Market Value of the Shares will be determined as of the time
the Option with respect to such Shares is granted, and calculation will be performed in accordance with Code Section 422 and Treasury
Regulations promulgated thereunder.


 






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(d) Term
of Option. The term of each Option will be stated in the Award Agreement; provided, however, that the term will
be no more than 10 years from the date of grant thereof. In the case of an Incentive Stock Option granted to a Participant who, at the
time the Incentive Stock Option is granted, owns stock representing more than 10% of the total combined voting power of all classes of
stock of the Company or any Parent or Subsidiary, the term of the Incentive Stock Option will be five years from the date of grant or
such shorter term as may be provided in the Award Agreement.


 


(e) Option
Exercise Price and Consideration.


 


(i) Exercise
Price. The per Share exercise price for the Shares to be issued pursuant to the exercise of an Option will be determined by the
Administrator, but will be no less than 100% of the Fair Market Value of a Share on the date of grant. In addition, in the case of an
Incentive Stock Option granted to an Employee who owns stock representing more than 10% of the voting power of all classes of stock of
the Company or any Parent or Subsidiary, the per Share exercise price will be no less than 110% of the Fair Market Value of a Share on
the date of grant. Notwithstanding the foregoing provisions of this Section 6(e)(i), Options may be granted with a per Share exercise
price of less than 100% of the Fair Market Value of a Share on the date of grant pursuant to a transaction described in, and in a manner
consistent with, Code Section 424(a).


 


(ii) Waiting
Period and Exercise Dates. At the time an Option is granted and as provided in the Award Agreement, the Administrator will fix
the period within which the Option may be exercised and will determine any conditions that must be satisfied before the Option may be
exercised.


 


(iii) Form
of Consideration. The Administrator will determine the acceptable form of consideration for exercising an Option, including the
method of payment. In the case of an Incentive Stock Option, the Administrator will determine the acceptable form of consideration at
the time of grant. Such consideration may be in the form of: (A) cash, (B) check, (C) a promissory note, to the extent permitted by Applicable
Laws, (D) other Shares, provided that such Shares have a Fair Market Value on the date of surrender equal to the aggregate exercise price
of the Shares as to which such Option will be exercised and provided further that accepting such Shares will not result in any adverse
accounting consequences to the Company, as the Administrator determines in its sole discretion, (E) consideration received by the Company
under a cashless exercise program (whether through a broker or otherwise) implemented by the Company in connection with the Plan, (F)
a net exercise, (G) such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws,
or (H) any combination of the foregoing methods of payment. In making its determination as to the type of consideration to accept, the
Administrator will consider if acceptance of such consideration may be reasonably expected to benefit the Company.


 




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(f) Exercise
of Option.


 


(i) Procedure
for Exercise; Rights as a Stockholder. Any Option granted hereunder will be exercisable according to the terms of the Plan and
at such times and under such conditions as determined by the Administrator and set forth in the Award Agreement. An Option may not be
exercised for a fraction of a Share.


 


An Option will be deemed exercised
when the Company receives: (A) notice of exercise (in such form as the Administrator may specify from time to time) from the person entitled
to exercise the Option, and (B) full payment for the Shares with respect to which the Option is exercised (together with applicable tax
withholding). Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the
Award Agreement and the Plan. Shares issued upon exercise of an Option will be issued in the name of the Participant or, if requested
by the Participant, in the name of the Participant and his or her spouse. Until the Shares are issued (as evidenced by the appropriate
entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any
other rights as a stockholder will exist with respect to the Shares subject to an Option, notwithstanding the exercise of the Option.
The Company will issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend
or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 13.


 


Exercising an Option in any
manner will decrease the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the number
of Shares as to which the Option is exercised.


 


(ii) Termination
of Relationship as a Service Provider. If a Participant ceases to be a Service Provider, other than upon the Participant’s
termination as the result of the Participant’s death or Disability, the Participant may exercise his or her Option within such period
of time as is specified in the Award Agreement (but in no event later than the expiration of the term of such Option as set forth in the
Award Agreement) to the extent that the Option is vested on the date of termination. In the absence of a specified time in the Award Agreement,
the Option shall remain exercisable for three months following the Participant’s termination. Unless otherwise provided by the Administrator,
if on the date of termination the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion
of the Option will be forfeited and revert to the Plan. If after termination the Participant does not exercise the vested portion of his
or her Option within the time specified by the Administrator, the Option will terminate, and the Shares covered by such Option will revert
to the Plan.


 


(iii) Disability
of Participant. If a Participant ceases to be a Service Provider as a result of the Participant’s Disability, the Participant
may exercise his or her Option within such period of time as is specified in the Award Agreement (but in no event later than the expiration
of the term of such Option as set forth in the Award Agreement) to the extent the Option is vested on the date of termination of employment
or termination of services as a Service Provider. In the absence of a specified time in the Award Agreement, the Option shall remain exercisable
for 12 months following the Participant’s termination of employment or termination of services as a Service Provider. Unless otherwise
provided by the Administrator, if on the date of termination the Participant is not vested as to his or her entire Option, the Shares
covered by the unvested portion of the Option will revert to the Plan. If after termination the Participant does not exercise the vested
portion of his or her Option within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert
to the Plan.


 






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(iv) Death
of Participant. If a Participant dies while a Service Provider, the Option may be exercised within such period of time as is specified
in the Award Agreement (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement) to the
extent that the Option is vested on the date of death, by the Participant’s designated beneficiary, provided such beneficiary has
been designated prior to the Participant’s death in a form acceptable to the Administrator. If no such beneficiary has been designated
by the Participant, then such Option may be exercised by the personal representative of the Participant’s estate or by the person(s)
to whom the Option is transferred pursuant to the Participant’s will or in accordance with the laws of descent and distribution.
In the absence of a specified time in the Award Agreement, the Option shall remain exercisable for 12 months following the Participant’s
death.. Unless otherwise provided by the Administrator, if at the time of death Participant is not vested as to his or her entire Option,
the Shares covered by the unvested portion of the Option will immediately revert to the Plan. If the Option is not so exercised within
the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to the Plan.


 


7. Stock
Appreciation Rights.


 


(a) Grant
of Stock Appreciation Rights. Subject to the terms and conditions of the Plan, a Stock Appreciation Right may be granted to Service
Providers at any time and from time to time as will be determined by the Administrator, in its sole discretion.


 


(b) Number
of Shares. The Administrator will have complete discretion to determine the number of Shares subject to any Award of Stock Appreciation
Rights.


 


(c) Exercise
Price and Other Terms. The per Share exercise price for the Shares that will determine the amount of the payment to be received
upon exercise of a Stock Appreciation Right as set forth in Section 7(f) will be determined by the Administrator and will be no less than
100% of the Fair Market Value of a Share on the date of grant. Otherwise, the Administrator, subject to the provisions of the Plan, will
have complete discretion to determine the terms and conditions of Stock Appreciation Rights granted under the Plan.


 


(d) Stock
Appreciation Right Agreement. Each Stock Appreciation Right grant will be evidenced by an Award Agreement that will specify the
exercise price, the term of the Stock Appreciation Right, the conditions of exercise, and such other terms and conditions as the Administrator,
in its sole discretion, will determine.


 


(e) Expiration
of Stock Appreciation Rights. A Stock Appreciation Right granted under the Plan will expire upon the date determined by the Administrator,
in its sole discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules of Section 6(d) relating to the
maximum term and Section 6(f) relating to exercise also will apply to Stock Appreciation Rights.


 






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(f) Payment
of Stock Appreciation Right Amount. Upon exercise of a Stock Appreciation Right, a Participant will be entitled to receive payment
from the Company in an amount determined by multiplying:


 


(i) the
difference between the Fair Market Value of a Share on the date of exercise over the exercise price; times


 


(ii) the
number of Shares with respect to which the Stock Appreciation Right is exercised.


 


At the discretion of the Administrator,
the payment upon Stock Appreciation Right exercise may be in cash, in Shares of equivalent value, or in some combination thereof.


 


8. Restricted
Stock.


 


(a) Grant
of Restricted Stock. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may
grant Shares of Restricted Stock to Service Providers in such amounts as the Administrator, in its sole discretion, will determine.


 


(b) Restricted
Stock Agreement. Each Award of Restricted Stock will be evidenced by an Award Agreement that will specify the Period of Restriction,
the number of Shares granted, and such other terms and conditions as the Administrator, in its sole discretion, will determine. Unless
the Administrator determines otherwise, the Company as escrow agent will hold Shares of Restricted Stock until the restrictions on such
Shares have lapsed.


 


(c) Transferability.
Except as provided in this Section 8 or as the Administrator determines, Shares of Restricted Stock may not be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction.


 


(d) Other
Restrictions. The Administrator, in its sole discretion, may impose such other restrictions on Shares of Restricted Stock as it
may deem advisable or appropriate.


 


(e) Removal
of Restrictions. Except as otherwise provided in this Section 8, Shares of Restricted Stock covered by each Restricted Stock grant
made under the Plan will be released from escrow as soon as practicable after the last day of the Period of Restriction or at such other
time as the Administrator may determine. The Administrator, in its discretion, may accelerate the time at which any restrictions will
lapse or be removed.


 


(f) Voting
Rights. During the Period of Restriction, Service Providers holding Shares of Restricted Stock granted hereunder may not exercise
full voting rights with respect to those Shares, unless the Administrator determines otherwise.


 


(g) Dividends
and Other Distributions. During the Period of Restriction, Service Providers holding Shares of Restricted Stock will not be entitled
to receive dividends and other distributions paid with respect to such Shares, unless the Administrator provides otherwise. In the event
any such dividends or distributions are paid in Shares, the Shares will be subject to the same restrictions on transferability and forfeitability
as the Shares of Restricted Stock with respect to which they were paid.


 






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(h) Return
of Restricted Stock to the Company. On the date set forth in the Award Agreement, the Restricted Stock for which restrictions
have not lapsed will revert to the Company and again will become available for grant under the Plan.


 


9. Restricted
Stock Units.


 


(a) Grant.
Restricted Stock Units may be granted at any time and from time to time as determined by the Administrator. After the Administrator
determines that it will grant Restricted Stock Units, it will advise the Participant in an Award Agreement of the terms, conditions, and
restrictions related to the grant, including the number of Restricted Stock Units.


 


(b) Vesting
Criteria and Other Terms. The Administrator will set vesting criteria in its discretion, which, depending on the extent to which
the criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Participant. The Administrator
may set vesting criteria based upon the achievement of the Company-wide, business unit, or individual goals (including, but not limited
to, continued employment or service), or any other basis determined by the Administrator in its discretion.


 


(c) Earning
Restricted Stock Units. Upon meeting the applicable vesting criteria, the Participant will be entitled to receive a payout as
determined by the Administrator. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the Administrator,
in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout.


 


(d) Form
and Timing of Payment. Payment of earned Restricted Stock Units will be made as soon as practicable and no later than 60 days
after the date(s) determined by the Administrator and set forth in the Award Agreement. The Administrator, in its sole discretion, may
settle earned Restricted Stock Units in cash, Shares, or a combination of both.


 


(e) Cancellation.
On the date set forth in the Award Agreement, all unearned Restricted Stock Units will be forfeited to the Company.


 


10. Exemption
from or Compliance with Code Section 409A. Awards will be designed and operated in such a manner that they are either exempt from
the application of, or comply with, the requirements of Code Section 409A, except as otherwise determined in the sole discretion of the
Administrator. The Plan and each Award Agreement under the Plan is intended to meet the requirements of Code Section 409A and will be
construed and interpreted in accordance with such intent, except as otherwise determined in the sole discretion of the Administrator.
To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Code Section 409A, the Award will be granted,
paid, settled or deferred in a manner that will meet the requirements of Code Section 409A, such that the grant, payment, settlement or
deferral will not be subject to the additional tax or interest applicable under Code Section 409A.


 


11. Leaves
of Absence/Transfer Between Locations. Unless the Administrator provides otherwise, vesting of Awards granted hereunder will be suspended
during any unpaid leave of absence. A Participant will not cease to be an Employee in the case of (a) any leave of absence approved by
the Company or (b) transfers between locations of the Company or between the Company, its Parent or any Subsidiary. For purposes of Incentive
Stock Options, no such leave may exceed three months, unless reemployment upon expiration of such leave is guaranteed by statute or contract.
If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, then six months following the first
(1st) day of such leave, any Incentive Stock Option held by the Participant will cease to be treated as an Incentive Stock Option and
will be treated for tax purposes as a Nonstatutory Stock Option.


 






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12. Limited
Transferability of Awards.


 


(a) Unless
determined otherwise by the Administrator, Awards may not be sold, pledged, assigned, hypothecated or otherwise transferred in any manner
other than by will or by the laws of descent and distribution, and may be exercised, during the lifetime of the Participant, only by the
Participant.


 


(b) Further,
until the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, or after the Administrator
determines that it is, will or may no longer be relying upon the exemption from registration under the Exchange Act as set forth in Rule
12h-1(f) promulgated under the Exchange Act, an Option, or prior to exercise, the Shares subject to the Option, may not be pledged, hypothecated
or otherwise transferred or disposed of, in any manner, including by entering into any short position, any “put equivalent position”
or any “call equivalent position” (as defined in Rule 16a-1(h) and Rule 16a-1(b) of the Exchange Act, respectively), other
than (i) to persons who are “family members” (as defined in Rule 701(c)(3) of the Securities Act) through gifts or domestic
relations orders, or (ii) to an executor or guardian of the Participant upon the death or disability of the Participant. Notwithstanding
the foregoing sentence, the Administrator, in its sole discretion, may determine to permit transfers to the Company or in connection with
a Change in Control or other acquisition transactions involving the Company to the extent permitted by Rule 12h-1(f).


 


13. Adjustments;
Dissolution or Liquidation; Merger or Change in Control.


 


(a) Adjustments.
In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property),
recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase,
or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares
occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available
under the Plan, will adjust the number and class of Shares that may be delivered under the Plan and/or the number, class, and price of
Shares covered by each outstanding Award.


 


(b) Dissolution
or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator will notify each Participant
as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not been previously exercised, an
Award will terminate immediately prior to the consummation of such proposed action.


 


(c) Change
in Control. In the event of a Change in Control, each outstanding Award will be treated as the Administrator determines without
a Participant’s consent, including, without limitation, that (i) Awards will be assumed, or substantially equivalent Awards will
be substituted, by the acquiring or succeeding corporation (or an affiliate thereof) with appropriate adjustments as to the number and
kind of shares and prices; (ii) upon written notice to a Participant, that the Participant’s Awards will terminate upon or immediately
prior to the consummation of such merger or Change in Control; (iii) outstanding Awards will vest and become exercisable, realizable or
payable, or restrictions applicable to an Award will lapse, in whole or in part, prior to or upon consummation of such Change in Control,
and, to the extent the Administrator determines, terminate upon or immediately prior to the effectiveness of such Change in Control; (iv)
(A) the termination of any vested and/or unvested Award in exchange for an amount of cash and/or property, if any, equal to the amount
that would have been attained upon the exercise of such Award or realization of the Participant’s rights as of the date of the occurrence
of the transaction (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction the Administrator determines
in good faith that no amount would have been attained upon the exercise of such Award or realization of the Participant’s rights,
then such Award may be terminated by the Company without payment), or (B) the replacement of such Award with other rights or property
selected by the Administrator in its sole discretion; or (v) any combination of the foregoing. In taking any of the actions permitted
under this Section 13(c), the Administrator will not be obligated to treat all Awards, all Awards held by a Participant, or all Awards
of the same type, similarly. Notwithstanding anything in this Section 13(c) to the contrary, if a payment under an Award Agreement is
subject to Code Section 409A and if the change in control definition contained in the Award Agreement does not comply with the definition
of “change of control” for purposes of a distribution under Code Section 409A, then any payment of an amount that is otherwise
accelerated under this Section will be delayed until the earliest time that such payment would be permissible under Code Section 409A
without triggering any penalties applicable under Code Section 409A.


 






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14. Tax
Withholding.


 


(a) Withholding
Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof), the Company will have the
power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal,
state, local, foreign or other taxes (including the Participant’s FICA obligation) required to be withheld with respect to such
Award (or exercise thereof).


 


(b) Withholding
Arrangements. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may
permit a Participant to satisfy such tax withholding obligation, in whole or in part by (without limitation): (i) paying cash, (ii) electing
to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum statutory amount required to
be withheld, (iii) delivering to the Company already-owned Shares having a Fair Market Value equal to the statutory amount required to
be withheld, provided the delivery of such Shares will not result in any adverse accounting consequences, as the Administrator determines
in its sole discretion, or (iv) selling a sufficient number of Shares otherwise deliverable to the Participant through such means as the
Administrator may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld.
The amount of the withholding requirement will be deemed to include any amount which the Administrator agrees may be withheld at the time
the election is made, not to exceed the amount determined by using the maximum federal, state or local marginal income tax rates applicable
to the Participant with respect to the Award on the date that the amount of tax to be withheld is to be determined. The Fair Market Value
of the Shares to be withheld or delivered will be determined as of the date that the taxes are required to be withheld.


 






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15. No
Effect on Employment or Service. Neither the Plan nor any Award will confer upon a Participant any right with respect to continuing
the Participant’s relationship as a Service Provider with the Company, nor will they interfere in any way with the Participant’s
right or the Company’s right to terminate such relationship at any time, with or without cause, to the extent permitted by Applicable
Laws.


 


16. Date
of Grant. The date of grant of an Award will be, for all purposes, the date on which the Administrator makes the determination granting
such Award, or such other later date as is determined by the Administrator. Notice of the determination will be provided to each Participant
within a reasonable time after the date of such grant.


 


17. Term
of Plan. The Plan shall become effective on an even date of the date of its approval by the Board (Effective Date). Unless sooner
terminated under Section 18, it will continue in effect for a term of 10 years from the later of (a) the Effective Date, and (b) the earlier
of the most recent Board or stockholder approval of an increase in the number of Shares reserved for issuance under the Plan.


 


18. Amendment
and Termination of the Plan.


 


(a) Amendment
and Termination. The Board may at any time amend, alter, suspend or terminate the Plan.


 


(b) Stockholder
Approval. The Company will obtain stockholder approval of any Plan amendment to the extent necessary and desirable to comply with
Applicable Laws.


 


(c) Effect
of Amendment or Termination. No amendment of the Plan will adversely affect the rights of any Participant, unless mutually agreed
otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the Participant and the Company.
Termination of the Plan will not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect
to Awards granted under the Plan prior to the date of such termination.


 


19. Conditions
Upon Issuance of Shares.


 


(a) Legal
Compliance. Shares will not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance
and delivery of such Shares will comply with Applicable Laws and will be further subject to the approval of counsel for the Company with
respect to such compliance.


 


(b) Investment
Representations. As a condition to the exercise of an Award, the Company may require the person exercising such Award to represent
and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention
to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.


 






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20. Inability
to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority
is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, will relieve the Company
of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority will not have been obtained.


 


21. Stockholder
Approval. The Plan will be subject to approval by the stockholders of the Company within 12 months after the date the Plan is adopted
by the Board. Such stockholder approval will be obtained in the manner and to the degree required under Applicable Laws.


 


22. Information
to Participants. Beginning on the earlier of (a) the date that the aggregate number of Participants under this Plan is 500 or more
and the Company is relying on the exemption provided by Rule 12h-1(f)(1) under the Exchange Act and (b) the date that the Company is required
to deliver information to Participants pursuant to Rule 701 under the Securities Act, and until such time as the Company becomes subject
to the reporting requirements of Section 13 or 15(d) of the Exchange Act, is no longer relying on the exemption provided by Rule 12h-1(f)(1)
under the Exchange Act or is no longer required to deliver information to Participants pursuant to Rule 701 under the Securities Act,
the Company shall provide to each Participant the information described in paragraphs (e)(3), (4), and (5) of Rule 701 under the Securities
Act not less frequently than every six months with the financial statements being not more than 180 days old and with such information
provided either by physical or electronic delivery to the Participants or by written notice to the Participants of the availability of
the information on an Internet site that may be password-protected and of any password needed to access the information. The Company may
request that Participants agree to keep the information to be provided pursuant to this section confidential. If a Participant does not
agree to keep the information to be provided pursuant to this section confidential, then the Company will not be required to provide the
information unless otherwise required pursuant to Rule 12h-1(f)(1) under the Exchange Act or Rule 701 of the Securities Act.


 


23. Joinder.
Receipt of any Award will constitute agreement by the Participant receiving such Award to be bound by all of the terms and conditions
of any stockholder or other agreement applicable to such Participant, including with respect to the Award Stock, or any other Company
capital stock, issuable to or held by such Participant. In furtherance thereof, if applicable, the Participant will automatically become
a party to such agreement and will execute a joinder to such agreement. All of the terms of any stockholder or similar agreement are incorporated
herein by reference.


 


(Signature Page Follows)


 




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	 	NYIAX, INC.
	 	 	 
	 	 	 
	 	By:	             
	 	 	 
	 	Its:	 
	 	 	 
	 	Date:	 



 






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APPENDIX A


 


TO


 


NYIAX, INC. 2021 EQUITY INCENTIVE PLAN


 


(for California residents only, to the extent
required by 25102(o))


 


This Appendix A to
the NYIAX, Inc. 2021 Equity Incentive Plan shall apply only to the Participants who are residents of the State of California and who are
receiving an Award under the Plan. Capitalized terms contained herein shall have the same meanings given to them in the Plan, unless otherwise
provided by this Appendix A. Notwithstanding any provisions contained in the Plan to the contrary and to the extent required by
Applicable Laws, the following terms shall apply to all Awards granted to residents of the State of California, until such time as the
Administrator amends this Appendix A or the Administrator otherwise provides.


 


(a) The
term of each Option shall be stated in the Award Agreement; provided, however, that the term shall be no more than 10 years
from the date of grant thereof.


 


(b) Unless
determined otherwise by the Administrator, Awards may not be sold, pledged, assigned, hypothecated, or otherwise transferred in any manner
other than by will or by the laws of descent and distribution, and may be exercised, during the lifetime of the Participant, only by the
Participant. If the Administrator makes an Award transferable, such Award may only be transferred (i) by will, (ii) by the laws of descent
and distribution, or (iii) as permitted by Rule 701 of the Securities Act.


 


(c) If
a Participant ceases to be a Service Provider, such Participant may exercise his or her Option within such period of time as specified
in the Award Agreement, which shall not be less than 30 days following the date of the Participant’s termination, to the extent
that the Option is vested on the date of termination (but in no event later than the expiration of the term of the Option as set forth
in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option shall remain exercisable for three months
following the Participant’s termination.


 


(d) If
a Participant ceases to be a Service Provider as a result of the Participant’s Disability, the Participant may exercise his or her
Option within such period of time as specified in the Award Agreement, which shall not be less than six months following the date of the
Participant’s termination, to the extent the Option is vested on the date of termination (but in no event later than the expiration
of the term of such Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option
shall remain exercisable for 12 months following the Participant’s termination.


 


(e) If
a Participant dies while a Service Provider, the Option may be exercised within such period of time as specified in the Award Agreement,
which shall not be less than six months following the date of the Participant’s death, to the extent the Option is vested on the
date of death (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement) by the Participant’s
designated beneficiary, personal representative, or by the person(s) to whom the Option is transferred pursuant to the Participant’s
will or in accordance with the laws of descent and distribution. In the absence of a specified time in the Award Agreement, the Option
shall remain exercisable for 12 months following the Participant’s termination.


 






    Appendix A – Page 1


     


    

 


(f) No
Award shall be granted to a resident of California more than 10 years after the earlier of the date of adoption of the Plan or the date
the Plan is approved by the stockholders.


 


(g) In
the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization,
stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares
or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs, the Administrator,
in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, will
adjust the number and class of Shares that may be delivered under the Plan and/or the number, class, and price of Shares covered by each
outstanding Award; provided, however, that the Administrator will make such adjustments to an Award required by Section
25102(o) of the California Corporations Code to the extent the Company is relying upon the exemption afforded thereby with respect to
the Award.


 


(h) This
Appendix A shall be deemed to be part of the Plan and the Administrator shall have the authority to amend this Appendix A
in accordance with Section 18 of the Plan.


 


 


Appendix A – Page 2