Exhibit
10.43


 


NYIAX


 


Louis Severine


CEO


NYIAX, Inc.


45 W 18th Street


New York City, NY, NY 10006


 


April 12th, 2017


 


Greg Toothaker


38 Catherine Terrace


Fairfield, CT 06824


 


	Re:	Offer of Employment



 


Dear Greg:


 





As we discussed, we are extending
to you an offer of employment as SVP of Strategy. If you accept our offer of employment, the following terms and conditions will apply.
We would like for you to start on 4/24/17 in our offices at 45 W 18th Street New York, NY 10001.


 


Your job responsibilities are as follows:


 


Overview:


 


Generate strategic vision of the company and lead the implementation
of that vision.


 


Responsibilities:


 


		●	Evaluating, identify and assist on go to market strategy
	 	 	 



		●	Responsible for developing and executing strategy for company vision
	 	 	 



		●	Evaluating composition of platform and product to determine what would be most effective for the industry
and the target client/users of the platform
	 	 	 



		●	Presenting recommendations and plans to CEO & CTO
	 	 	 



		●	Maintaining strong relationship with key clients



 












    	pg. 1	NYIAX, Inc. Confidential Communication



     


    







 


		●	Following detailed instructions
and using established procedures, complete work in a detailed and complete manner
	 	 	 






		o	Supervising, training and developing skills of Assistants and Supervisors by managing workload, delegating
responsibilities and checking work for accuracy.
	 	 	 



		o	Provide job performance feedback to subordinates and make recommendations to management.
	 	 	 



		o	Providing staffing recommendations for new hirers.
	 	 	 



		●	Performs under immediate supervision, using established procedures to accomplish assigned tasks
	 	 	 



		●	Assists in more advanced functions as part of training and development
	 	 	 



		●	Refers questions and problems to higher levels
	 	 	 



		●	Resource for others in resolution of complex problems/issues
	 	 	 



		●	Minimal supervision, relies on advanced experience/judgment
	 	 	 



		●	May perform other duties and responsibilities that management may deem necessary from time to time.
	 	 	 



		●	Responsible for managing projects and resources for areas of specialization in client business



 


Qualifications:


 


To perform this job successfully
you must be able to perform each essential duty satisfactorily. The requirements listed below are representative of the knowledge, skill,
and/or ability required. You will be evaluated, in part, based on performance of each essential function.


 


		●	Minimal supervision, relies on experience/ judgment
	 	 	 



		●	Excellent management and motivational skills
	 	 	 



		●	Excellent organizational, interpersonal and quantitative/analytical skills
	 	 	 



		●	Strong client presentation skills and business writing skills
	 	 	 



		●	Demonstrated expertise in strategic planning
	 	 	 



		●	Detail-oriented and proven ability to thrive in a fast paced environment.



 





Please plan to begin work immediately.
You will report directly to Louis Severine as your CEO.


 


Your beginning rate of compensation will be an annual salary of $225,000.00


 


You will receive
70,000 shares Incentive Stock Options (ISOs) of NYIAX, Inc. common stock which will vest over a three (3) year period. You will
receive a stock option grant agreement which will detail the rights and duties of your ISOs.


 












    	pg. 2	NYIAX, Inc. Confidential Communication



     


    

 


You
will receive a 30% discretionary annual bonus per year in accordance with standard company policy.


 





You will receive quarterly bonus structure
TBD (to be determined) when the company begins to achieve revenue or in accordance with standard company policy.


 


Annually you will be evaluated for both an annual salary
increase and an annual bonus increase.


 


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


 


		-	Travel expenses
	 	 	 



		-	Entertainment
	 	 	 



		-	Professional dues
	 	 	 



		-	Cost of job-related conferences & seminars



 


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


 


		-	Health insurance - AETNA EPO fully paid



 


Additionally, you will be entitled
to the standard flexible vacation policy. Where vacation time is scheduled appropriately to avoid significant disruption to team operations
and as approved by your manager, which may be modified from time to time or in accordance with our usual policies company policy.


 


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


 


If
the above terms meet with your understanding of our discussion then counter-sign this letter. Further, please email Lou Severine at your
earliest convenience regarding whether or not you will accept our offer of employment. Lou Severine’s email is lseverine@nyiax.com.
If you decide to accept our offer, we will formalize
our discussion with an employment agreement. This letter itself does not constitute an employment agreement.


 






    	pg. 3	NYIAX, Inc. Confidential Communication



     


    







 


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


 


Sincerely,


 


Louis Severine


CEO


 


	/s/ Louis Severine	 	/s/ Greg Toothaker
	Louis Severine	 	Greg Toothaker
	CEO	 	 
	 	 	 
	4/13/17	 	4/13/17
  
	Date	 	Date



 


 


	pg. 4	NYIAX, Inc. Confidential Communication