Exhibit 10.53


 





 


Warrant Certificate No._____


 


NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE
NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, ASSIGNED
OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH
SECURITIES, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR
TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.


 


	Effective Date: November [  ], 2022	Void After: November [  ], 2027


 


NYIAX, INC.


 


WARRANT TO PURCHASE COMMON STOCK


 


NYIAX, Inc., a Delaware corporation (the “Company”),
for value received on ___________, 2022 (the “Effective Date”), hereby issues to _________________________________________________(the
“Holder” or “Warrant Holder”) this Warrant (the “Warrant”) to purchase ______
shares (each such share as from time to time adjusted as hereinafter provided being a “Warrant Share” and all such
shares being the “Warrant Shares”) of the Company’s Common Stock (as defined below), at the Exercise Price (as
defined below), as adjusted from time to time as provided herein, on or before [five years from closing] , or at the initial public offering
(“IPO”) of the Company whichever event occurs first (the “Expiration Date”), all subject to the
following terms and conditions. This Warrant has been issued to the Holder pursuant to that certain Subscription Agreement dated _______________,
2022 by and between the Company and the Holder (the “Subscription Agreement”).


 


As used in this Warrant, (i) “Business
Day” means any day other than Saturday, Sunday or any other day on which commercial banks in the City of New York, New York,
are authorized or required by law or executive order to close; (ii) “Common Stock” means the common stock of the Company,
par value $0.001 per share, including any securities issued or issuable with respect thereto or into which or for which such shares may
be exchanged for, or converted into, pursuant to any stock dividend, stock split, stock combination, recapitalization, reclassification,
reorganization or other similar event; (iii) “Exercise Price” means five dollars and fifty cents ($5.50) per share
of Common Stock, subject to adjustment as provided herein; (iv) “Trading Day” means any day on which the Common Stock
is traded (or available for trading) on its principal trading market; and (v) “Affiliate” means any person that,
directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, a person, as
such terms are used and construed in Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”).


 






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1. DURATION AND EXERCISE OF WARRANTS




 


(a) Exercise
Period. The Holder may exercise this Warrant in whole or in part on any Business Day on or before 5:00 P.M., Eastern Time, on the
Expiration Date, at which time this Warrant shall become void and of no value.


 


 (b) Exercise Procedures.




 


(i) While
this Warrant remains outstanding and exercisable in accordance with Section 1(a), the Holder may exercise this Warrant in whole or in
part at any time and from time to time by:


 


(A) delivery to the Company of a duly executed
copy of the Notice of Exercise attached as Exhibit A.


 


(B) surrender
of this Warrant to the Secretary of the Company at its principal offices or at such other office or agency as the Company may specify
in writing to the Holder; and


 


(C) payment
of the then-applicable Exercise Price per share multiplied by the number of Warrant Shares being purchased upon exercise of the Warrant
(such amount, the “Aggregate Exercise Price”) made in the form of cash, or by certified check, bank draft or money
order payable in lawful money of the United States of America.


 


(ii) Upon
the exercise of this Warrant in compliance with the provisions of this Section 1(b), the Company shall promptly issue and cause
to be delivered to the Holder a certificate for the Warrant Shares purchased by the Holder. Each exercise of this Warrant shall be effective
immediately prior to the close of business on the date (the “Date of Exercise”) that the conditions set forth in Section
1(b) have been satisfied, as the case may be. On the first Business Day following the date on which the Company has received each of
the Notice of Exercise and the Aggregate Exercise Price (the “Exercise Delivery Documents”), the Company shall transmit
an acknowledgment of receipt of the Exercise Delivery Documents to the Company’s transfer agent (the “Transfer Agent”).
On or before the third (3rd) Business Day following the date on which the Company has received all of the Exercise Delivery
Documents (the “Share Delivery Date”), the Company shall (X) provided that the Transfer Agent is participating in
The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit
such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its
designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system, or (Y) if the Transfer Agent is not
participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified
in the Notice of Exercise, a certificate, registered in the Company’s share register in the name of the Holder or its designee,
for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of the Exercise Delivery
Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect
to which this Warrant has been exercised, irrespective of the date of delivery of the certificates evidencing such Warrant Shares.


 


(c) Partial
Exercise. This Warrant shall be exercisable, either in its entirety or, from time to time, for part only of the number of Warrant
Shares referenced by this Warrant. If this Warrant is submitted in connection with any exercise pursuant to Section 1 and the number
of Warrant Shares represented by this Warrant submitted for exercise is greater than the actual number of Warrant Shares being acquired
upon such an exercise, then the Company shall as soon as practicable and in no event later than five (5) Business Days after any exercise
and at its own expense, issue a new Warrant of like tenor representing the right to purchase the number of Warrant Shares purchasable
immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised.


 


(d) Disputes.
In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the Company
shall promptly issue to the Holder the number of Warrant Shares that are not disputed and resolve such dispute in accordance with Section
16.


 






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 2. ISSUANCE OF WARRANT SHARES




 


(a) The
Company covenants that all Warrant Shares will, upon issuance in accordance with the terms of this Warrant, be (i) duly authorized, fully
paid and non-assessable, and (ii) free from all liens, charges and security interests, with the exception of claims arising through the
acts or omissions of any Holder and except as arising from applicable Federal and state securities laws.


 


(b) The
Company shall register this Warrant upon records to be maintained by the Company for that purpose in the name of the record holder of
such Warrant from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner thereof for
the purpose of any exercise thereof, any distribution to the Holder thereof and for all other purposes.


 


(c) The
Company will not, by amendment of its certificate of incorporation, by-laws or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying
out of all the provisions of this Warrant and in the taking of all action necessary or appropriate in order to protect the rights of
the Holder to exercise this Warrant, or against impairment of such rights.


 


 3. ADJUSTMENTS OF EXERCISE PRICE, NUMBER AND TYPE OF WARRANT SHARES




 


(a) The
Exercise Price and the number of shares purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time
upon the occurrence of certain events described in this Section 3; provided, that notwithstanding the provisions of this Section
3, the Company shall not be required to make any adjustment if and to the extent that such adjustment would require the Company to issue
a number of shares of Common Stock in excess of its authorized but unissued shares of Common Stock, less all amounts of Common Stock
that have been reserved for issue upon the conversion of all outstanding securities convertible into shares of Common Stock and the exercise
of all outstanding options, warrants and other rights exercisable for shares of Common Stock. If the Company does not have the requisite
number of authorized but unissued shares of Common Stock to make any adjustment, the Company shall use its commercially best efforts
to obtain the necessary stockholder consent to increase the authorized number of shares of Common Stock to make such an adjustment pursuant
to this Section 3.


 


(i) Subdivision
or Combination of Stock. In case the Company shall at any time subdivide (whether by way of stock dividend, stock split or otherwise)
its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision
shall be proportionately reduced and the number of Warrant Shares shall be proportionately increased, and conversely, in case the outstanding
shares of Common Stock of the Company shall be combined (whether by way of stock combination, reverse stock split or otherwise) into
a smaller number of shares, the Exercise Price in effect immediately prior to such combination shall be proportionately increased and
the number of Warrant Shares shall be proportionately decreased. The Exercise Price and the Warrant Shares, as so adjusted, shall be
readjusted in the same manner upon the happening of any successive event or events described in this Section 3(a)(i).


 






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(ii) Dividends
in Stock, Property, Reclassification. If at any time, or from time to time, all of the holders of Common Stock (or any shares of
stock or other securities at the time receivable upon the exercise of this Warrant) shall have received or become entitled to receive,
without payment therefore:


 


(A) any
shares of stock or other securities that are at any time directly or indirectly convertible into or exchangeable for Common Stock, or
any rights or options to subscribe for, purchase or otherwise acquire any of the foregoing by way of dividend or other distribution,
or


 


(B) additional
stock or other securities or property (including cash) by way of spin-off, split-up, reclassification, combination of shares or similar
corporate rearrangement (other than shares of Common Stock issued as a stock split or adjustments in respect of which shall be covered
by the terms of Section 3(a)(i) above), then and in each such case, the Exercise Price and the number of Warrant Shares to be obtained
upon exercise of this Warrant shall be adjusted proportionately, and the Holder hereof shall, upon the exercise of this Warrant, be entitled
to receive, in addition to the number of shares of Common Stock receivable thereupon, and without payment of any additional consideration
therefor, the amount of stock and other securities and property (including cash in the cases referred to above) that such Holder would
hold on the date of such exercise had such Holder been the holder of record of such Common Stock as of the date on which holders of Common
Stock received or became entitled to receive such shares or all other additional stock and other securities and property. The Exercise
Price and the Warrant Shares, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events
described in this Section 3(a)(ii).


 


(iii) Reorganization,
Reclassification, Consolidation, Merger or Sale. If any recapitalization, reclassification or reorganization of the capital stock
of the Company, or any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its
assets or other transaction shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities,
or other assets or property (an “Organic Change”), then, as a condition of such Organic Change, lawful and adequate
provisions shall be made by the Company whereby the Holder hereof shall thereafter have the right to purchase and receive (in lieu of
the shares of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented
by this Warrant) such shares of stock, securities or other assets or property as may be issued or payable with respect to or in exchange
for a number of outstanding shares of such Common Stock equal to the number of shares of such stock immediately theretofore purchasable
and receivable assuming the full exercise of the rights represented by this Warrant. In the event of any Organic Change, appropriate
provision shall be made by the Company with respect to the rights and interests of the Holder of this Warrant to the end that the provisions
hereof (including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares purchasable and receivable
upon the exercise of this Warrant) shall thereafter be applicable, in relation to any shares of stock, securities or assets thereafter
deliverable upon the exercise hereof. The Company will not affect any such consolidation, merger or sale unless, prior to the consummation
thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing
such assets shall assume by written instrument reasonably satisfactory in form and substance to the Holder executed and mailed or delivered
to the registered Holder hereof at the last address of such Holder appearing on the books of the Company, the obligation to deliver to
such Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such Holder may be entitled to
purchase.


 


If there is an
Organic Change, then the Company shall cause to be mailed to the Holder at its last address as it shall appear on the books and records
of the Company, at least ten (10) calendar days before the effective date of the Organic Change, a notice stating the date on which such
Organic Change is expected to become effective or closed, and the date as of which it is expected that holders of the Common Stock of
record shall be entitled to exchange their shares for securities, cash, or other property delivered upon such Organic Change; provided,
that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action
required to be specified in such notice. The Holder is entitled to exercise this Warrant during the 10-day period commencing on the date
of such notice to the effective date of the event triggering such notice. In any event, the successor corporation (if other than the
Company) resulting from such consolidation or merger or the corporation purchasing such assets shall be deemed to assume such obligation
to deliver to such Holder such shares of stock, securities or assets even in the absence of a written instrument assuming such obligation
to the extent such assumption occurs by operation of law.


 






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(b) Certificate
as to Adjustments. Upon the occurrence of each adjustment or readjustment pursuant to this Section 3, the Company at its expense
shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to each Holder of this Warrant
a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment
is based. The Company shall promptly furnish or cause to be furnished to such Holder a like certificate setting forth: (i) such adjustments
and readjustments; and (ii) the number of shares and the amount, if any, of other property which at the time would be received upon the
exercise of the Warrant.


 


(c) Certain
Events. If any event occurs as to which the other provisions of this Section 3 are not strictly applicable but the lack of any adjustment
would not fairly protect the purchase rights of the Holder under this Warrant in accordance with the basic intent and principles of such
provisions, or if strictly applicable would not fairly protect the purchase rights of the Holder under this Warrant in accordance with
the basic intent and principles of such provisions, then the Company’s Board of Directors will, in good faith, make an appropriate
adjustment to protect the rights of the Holder; provided, that no such adjustment pursuant to this Section 3(c) will increase
the Exercise Price or decrease the number of Warrant Shares as otherwise determined pursuant to this Section 3.


 


 4. INTENTIONALLY LEFT BLANK




 


 5. TRANSFERS AND EXCHANGES OF WARRANT AND WARRANT SHARES.




 


(a) Registration
of Transfers and Exchanges. Subject to Section 5(c), upon the Holder’s surrender of this Warrant, with a duly executed copy of
the Form of Assignment attached as Exhibit B, to the Secretary of the Company at its principal offices or at such other office
or agency as the Company may specify in writing to the Holder, the Company shall register the transfer of all or any portion of this
Warrant. Upon such registration of transfer, the Company shall issue a new Warrant, in substantially the form of this Warrant, evidencing
the acquisition rights transferred to the transferee and a new Warrant, in similar form, evidencing the remaining acquisition rights
not transferred, to the Holder requesting the transfer.


 


(b) Warrant
Exchangeable for Different Denominations. The Holder may exchange this Warrant for a new Warrant or Warrants, in substantially the form
of this Warrant, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder,
each of such new Warrants to be dated the date of such exchange and to represent the right to purchase such number of Warrant Shares
as shall be designated by the Holder. The Holder shall surrender this Warrant with duly executed instructions regarding such re-certification
of this Warrant to the Secretary of the Company at its principal offices or at such other office or agency as the Company may specify
in writing to the Holder.


 


(c) Restrictions
on Transfers. This Warrant may not be transferred at any time without (i) registration under the Securities Act or (ii) an
exemption from such registration and a written opinion of legal counsel addressed to the Company that the proposed transfer of the Warrant
may be effected without registration under the Securities Act, which opinion will be in form and from counsel reasonably satisfactory
to the Company.


 


(d) Permitted
Transfers and Assignments. Notwithstanding any provision to the contrary in this Section 5, the Holder may transfer, with or without
consideration, this Warrant or any of the Warrant Shares (or a portion thereof) to the Holder’s Affiliates (as such term is defined
under Rule 144 of the Securities Act) without obtaining the opinion from counsel that may be required by Section 5(c)(ii), provided,
that the Holder delivers to the Company and its counsel certification, documentation, and other assurances reasonably required by the
Company’s counsel to enable the Company’s counsel to render an opinion to the Company’s Transfer Agent that such transfer
does not violate applicable securities laws.


 






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 6. MUTILATED OR MISSING WARRANT CERTIFICATE.




 


If this Warrant is mutilated, lost, stolen or destroyed,
upon request by the Holder, the Company will, at its expense, issue, in exchange for and upon cancellation of the mutilated Warrant,
or in substitution for the lost, stolen or destroyed Warrant, a new Warrant, in substantially the form of this Warrant, representing
the right to acquire the equivalent number of Warrant Shares; provided, that, as a prerequisite to the issuance of a substitute
Warrant, the Company may require satisfactory evidence of loss, theft or destruction as well as an indemnity from the Holder of a lost,
stolen or destroyed Warrant.


 


 7. PAYMENT OF TAXES.




 


The Company will pay all transfer and stock issuance
taxes attributable to the preparation, issuance and delivery of this Warrant and the Warrant Shares (and replacement Warrants) including,
without limitation, all documentary and stamp taxes; provided, however, that the Company shall not be required to pay any
tax in respect of the transfer of this Warrant, or the issuance or delivery of certificates for Warrant Shares or other securities in
respect of the Warrant Shares to any person or entity other than to the Holder.


 


 8. FRACTIONAL WARRANT SHARES.




 


No fractional
Warrant Shares shall be issued upon exercise of this Warrant. The Company, in lieu of issuing any fractional Warrant Share, shall round
up the number of Warrant Shares issuable to nearest whole share.


 


 9. NO STOCK RIGHTS AND LEGEND.




 


No holder of this Warrant, as such, shall be entitled
to vote or be deemed the holder of any other securities of the Company that may at any time be issuable on the exercise hereof, nor shall
anything contained herein be construed to confer upon the holder of this Warrant, as such, the rights of a stockholder of the Company
or the right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or give or withhold
consent to any corporate action or to receive notice of meetings or other actions affecting stockholders (except as provided herein),
or to receive dividends or subscription rights or otherwise (except as provide herein).


 




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Each certificate for Warrant Shares initially issued
upon the exercise of this Warrant, and each certificate for Warrant Shares issued to any subsequent transferee of any such certificate,
shall be stamped or otherwise imprinted with a legend in substantially the following form:


 


“THE SECURITIES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY
STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED
UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR
(2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES,
WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR
TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.”


 


 10. PIGGY-BACK REGISTRATION RIGHTS.




 


If, at any time within eighteen (18) months of
the Effective Date, the Company proposes to file a registration statement under the Securities Act with respect to an offering by the
Company of its Common Stock (other than a registration (i) pursuant to a registration statement on Form S-8 (or other registration solely
relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit
arrangement), (ii) pursuant to a registration statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145
under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar
plan), then the Company shall give written notice (each, a “Company Piggy-Back Notice”) of such proposed filing
to Holder at least fifteen (15) days before the anticipated filing date of such registration statement, and such Company Piggy-Back Notice
also shall be required to offer to such Holder the opportunity to register such aggregate number of Warrant Shares as the Holder may
request. The Holder shall have the right, exercisable for the five (5) days immediately following the giving of a Company Piggy-Back
Notice, to request, by written notice (the “Holder Notice”) to the Company, the inclusion of all or any portion of
the Warrant Shares of the Holder in such registration statement.


 


Notwithstanding
anything contained to the contrary in this Section 10, the Company shall have the absolute right, whether before or after the giving
of a Company Piggy-Back Notice or Holder Notice, to determine not to file a registration statement to which the Holder shall have the
right to include its Warrant Shares therein pursuant to this Section 10, to withdraw such registration statement or to delay or suspend
pursuing the effectiveness of such registration statement. In the event of such a determination after the giving of a Company Piggy-Back
Notice, the Company shall give notice of such determination to the Holder and other persons which carry registration rights granted and,
thereupon, (A) in the case of a determination not to register or to withdraw such registration statement, the Company shall be relieved
of its obligation under this Section 10 to register any of the Warrant Shares in connection with such registration, and (B) in the case
of a determination to delay the registration, the Company shall be permitted to delay or suspend the registration of the Warrant Shares
pursuant to this Section 10 for the same period as the delay in the registration of such other securities.


 






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 11. NOTICES.




 


All notices,
consents, waivers, and other communications under this Warrant must be in writing and will be deemed given to a party when (a) delivered
to the appropriate address by hand or by nationally recognized overnight courier service (costs prepaid); (b) sent by facsimile or e-mail
with confirmation of transmission by the transmitting equipment; (c) received or rejected by the addressee, if sent by certified mail,
return receipt requested, if to the registered Holder hereof; or (d) seven (7) days after the placement of the notice into the mails
(first class postage prepaid), to the Holder at the address, facsimile number, or e-mail address furnished by the registered Holder to
the Company, or if to the Company, to it at:


 


NYIAX, Inc.


180 Maiden Lane, , 11th Floor


New York, NY 10005


Attention: [Chris Hogan]


Email: [chogan@nyiax.com]


 


 12. SEVERABILITY.




 


If a court of competent jurisdiction holds any
provision of this Warrant invalid or unenforceable, the other provisions of this Warrant will remain in full force and effect. Any provision
of this Warrant held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid
or unenforceable.


 


 13. BINDING EFFECT.




 


This Warrant shall be binding upon and inure to
the sole and exclusive benefit of the Company, its successors and assigns, the registered Holder or Holders from time to time of this
Warrant and the Warrant Shares.


 


 14. SURVIVAL OF RIGHTS AND DUTIES.




 


This Warrant shall terminate and be of no further
force and effect on the earlier of 5:00 P.M., Eastern Time, on the Expiration Date or the date on which this Warrant has been exercised
in full.


 


 15. GOVERNING LAW.




 


This Warrant will be governed by and construed
under the laws of the State of Delaware without regard to conflicts of laws principles that would require the application of any other
law.


 


 16. DISPUTE RESOLUTION.




 


In the case of a dispute as to the determination
of the Exercise Price or the arithmetic calculation of the Warrant Shares, the Company shall submit the disputed determinations or arithmetic
calculations via facsimile within two (2) Business Days of receipt of the Notice of Exercise giving rise to such dispute, as the case
may be, to the Holder. If the Holder and the Company are unable to agree upon such determination or calculation of the Exercise Price
or the Warrant Shares within three (3) Business Days of such disputed determination or arithmetic calculation being submitted to the
Holder, then the Company shall, within two (2) Business Days, submit via facsimile (a) the disputed determination of the Exercise Price
to an independent, reputable investment bank selected by the Company and approved by the Holder or (b) the disputed arithmetic calculation
of the Warrant Shares to the Company’s independent, outside accountant. The Company shall cause at its expense the investment bank
or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results
no later than ten (10) Business Days from the time it receives the disputed determinations or calculations. Such investment bank’s
or accountant’s determination or calculation, as the case may be, shall be binding upon all parties absent demonstrable error.


 




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 17. NOTICES OF RECORD DATE.




 


Upon (a) any establishment by the Company of a
record date of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive
any dividend or other distribution, or right or option to acquire securities of the Company, or any other right, or (b) any capital reorganization,
reclassification, recapitalization, merger or consolidation of the Company with or into any other corporation, any transfer of all or
substantially all the assets of the Company, or any voluntary or involuntary dissolution, liquidation or winding up of the Company, or
the sale, in a single transaction, of a majority of the Company’s voting stock (whether newly issued, or from treasury, or previously
issued and then outstanding, or any combination thereof), the Company shall mail to the Holder at least ten (10) Business Days, or such
longer period as may be required by law, prior to the record date specified therein, a notice specifying (i) the date established as
the record date for the purpose of such dividend, distribution, option or right and a description of such dividend, option or right,
(ii) the date on which any such reorganization, reclassification, transfer, consolidation, merger, dissolution, liquidation or winding
up, or sale is expected to become effective, and (iii) the date, if any, fixed as to when the holders of record of Common Stock shall
be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification,
transfer, consolation, merger, dissolution, liquidation or winding up.


 


 18. RESERVATION OF SHARES.




 


The Company shall reserve and keep available out
of its authorized but unissued shares of Common Stock for issuance upon the exercise of this Warrant, free from pre-emptive rights, such
number of shares of Common Stock for which this Warrant shall from time to time be exercisable. The Company will take all such reasonable
action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law
or regulation. Without limiting the generality of the foregoing, the Company covenants that it will use commercially reasonable efforts
to take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable
Warrant Shares upon the exercise of this Warrant and use commercially reasonable efforts to obtain all such authorizations, exemptions
or consents, including but not limited to consents from the Company’s stockholders or Board of Directors or any public regulatory
body, as may be necessary to enable the Company to perform its obligations under this Warrant.


 


 19. NO THIRD-PARTY RIGHTS.




 


This Warrant is not intended, and will not be construed,
to create any rights in any parties other than the Company and the Holder, and no person or entity may assert any rights as third-party
beneficiary hereunder.


 


[remainder of page intentionally
left blank]


 




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IN WITNESS WHEREOF, the Company has
caused this Warrant to be duly executed as of the date first set forth above.


 


	 	NYIAX, INC.
	 	 	 
	 	By:	        
	 	Name:	Chris Hogan
	 	Title:	Interim CEO


 


 




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EXHIBIT A


 


NOTICE OF EXERCISE


 


(To be executed by the Holder of Warrant
if such Holder desires to exercise Warrant)


 


To NYIAX, Inc.:


 


The undersigned hereby irrevocably
elects to exercise this Warrant and to purchase thereunder,                         
                                         
full shares of NYIAX, Inc.’s common stock issuable upon exercise of the Warrant and delivery of $                              
(in cash as provided for in the foregoing Warrant) and any applicable taxes payable by the undersigned pursuant to such Warrant;
and


 


The undersigned requests that certificates for such shares
be issued in the name of:


 


 


 






(Please print name, address and social
security or federal employer


identification number (if applicable))


 


 


 






 


 


 






 


If the shares
issuable upon this exercise of the Warrant are not all of the Warrant Shares which the Holder is entitled to acquire upon the exercise
of the Warrant, the undersigned requests that a new Warrant evidencing the rights not so exercised be issued in the name of and delivered
to:


 


 


 






(Please print name, address and social
security or

federal employer identification number (if applicable))


 


 


 






 


 


 






 


 





	 	Name of Holder (print):                                                                     
	 	(Signature):                                                                                         
	 	(By):                                                                                                     
	 	(Title):                                                                                                  
	 	Dated:                                                                                                  


 




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EXHIBIT B


 


FORM OF ASSIGNMENT


 


FOR VALUE RECEIVED,                                                                                     hereby sells, assigns and transfers to each assignee set forth below all of the rights of the undersigned under the Warrant (as defined
in and evidenced by the attached Warrant) to acquire the number of Warrant Shares set opposite the name of such assignee below and in
and to the foregoing Warrant with respect to said acquisition rights and the shares issuable upon exercise of the Warrant:


 


 


	Name of Assignee	 	Address	 	Number of Shares
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 



 


If the total of
the Warrant Shares are not all of the Warrant Shares evidenced by the foregoing Warrant, the undersigned requests that a new Warrant
evidencing the right to acquire the Warrant Shares not so assigned be issued in the name of and delivered to the undersigned.


 





	 	Name of Holder (print):                                                                     
	 	(Signature):                                                                                         
	 	(By):                                                                                                     
	 	(Title):                                                                                                  
	 	Dated:                                                                                                  


 


 


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