Exhibit 10.52


 


SUBSCRIPTION AGREEMENT


 


This SUBSCRIPTION
AGREEMENT (“Subscription Agreement”) made as of this ____ day of ______, 2022, by and between Nyiax, Inc., a Delaware
Corporation (the “Company”), and [_____________________________________] having an address of [______________________]
(the “Subscriber”). Company and Subscriber may be collectively referred to for purposes of this Subscription
Agreement as the “Parties”.


 


RECITALS


 


WHEREAS, the Company intends
to offer (the “Offering”) for sale up to $6,000,000 of its Units (the “Offering Amount”), with each
Unit consisting of (i) a 12% unsecured convertible promissory note (each, a “Note”); and (ii) such number of common stock
purchase warrants (the “Warrants”) as shall be equal to ten thousand (10,000) Warrants for each $100,000 principal
amount of Notes subscribed for in this Offering (the Notes collectively with the Warrants are referred to herein as the “Units”).
The Notes and the Warrants are substantially in the form attached hereto as Exhibit A and Exhibit B, respectively and are
being offered in reliance upon the exemption from registration provided for under Section 4(a)(2) of the Securities Act of 1933, as amended
(the “Securities Act”) and Rule 506(b) of Regulation D promulgated thereunder (“Regulation D”),
the terms and conditions hereinafter set forth.


 


WHEREAS, the Subscriber desires
to acquire certain Units.


 


NOW, THEREFORE, for and in
consideration of the promises and the mutual covenants hereinafter set forth, the parties hereto do hereby agree as follows:


 


AGREEMENT


 


1. Subscription
Procedure; Notes and Warrants


 


1.1 Subscription for
Units. Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase
from the Company the principal amount of Units, with the Notes and the Warrants substantially in the form attached hereto as Exhibit
A and Exhibit B, respectively, as is set forth upon the signature page hereof. The Notes in the Units shall bear interest at a rate
of twelve percent (12.0%) per annum, on a non-compounding basis, and are due and payable on the earlier of (i) the date upon which
the Units are converted into equity securities as set forth herein, or (ii) or eighteen months from the closing of this Offering
(the “Maturity Date”). All interest due shall be paid in shares of the Company’s common stock, which shall
be valued at $2.00 per share for purposes of the interest computation. The Warrants shall be exercisable into shares of common stock
for a period of five (5) years from the closing of the Offering at a price of $5.50 per share. The Units will be offered and sold by
the Company solely to “accredited investors” (as defined under Rule 501 of Regulation D of the Securities Act of 1933,
as amended).


 


1.2 Subscription
Period. The subscription period will begin as of the date of the first sale of the Offering and will terminate on November 29,
2022 (the “Termination Date”). The Units will be offered on a “best efforts $6,000,000 maximum”
basis. The minimum investment per subscription of the Offering is $50,000, subject to the Company’s right to accept a lesser
amount.


 


1.3 Automatic
Conversion of the Notes. The outstanding principal balance of the Notes and all accrued interest shall automatically convert
into common stock of the Company immediately prior to the Company’s receipt of an effective order from the SEC declaring the
registration statement of its initial public offering effective (the “Financing Event”). The shares
of common stock issuable upon conversion of the Notes shall be included in the registration statement for such Financing Event. The
“Conversion Price” of the Notes will be at $2.00 per share.


 






     


     


    

 


1.4 Reserved.


 


1.5 Registration
Rights. If, at any time within eighteen (18) months of the closing of this Offering, 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 each 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 rightsholders the opportunity to register such aggregate number of shares of common stock issuable upon conversion of
the Notes (the “Note Shares”) and exercise of the Warrants (the “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 Note Shares and Warrant Shares of the Holder in such registration statement.


 


Notwithstanding
anything contained herein to the contrary, 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 Note Shares and Warrant Shares therein, 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 herein 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
hereunder to register any of the Note Shares or 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 Note Shares and Warrant Shares for
the same period as the delay in the registration of such other securities.


 


1.6
Rejection of Orders. The Subscriber understands and agrees that the Company may in its sole discretion, reject any subscription,
in whole or in part. The Company may, in its sole discretion, terminate or withdraw the Offering in its entirety at any time prior to
a closing in relation thereto. If this subscription is rejected in whole or the Offering is terminated, all funds received from the Subscriber
will be returned without interest or offset, and this Subscription Agreement shall thereafter be of no further force or effect. If this
subscription is rejected in part, the funds for the rejected portion of this subscription will be returned without interest or offset,
and this Subscription Agreement will continue in full force and effect to the extent this subscription was accepted. The Company shall
not be required to allocate among investors on a pro rata basis in the event of an over-subscription.


 


2.
Representations and Covenants of Subscriber


 


The Subscriber represents and warrants
to the Company that:


 


2.1
The Subscriber recognizes that the purchase of the Units involves a high degree of risk in that (i) the Company may need additional
capital to operate its business but has no assurance of additional necessary capital; (ii) an investment in the Company is highly speculative
and only investors who can afford the loss of their entire investment should consider investing in the Units; (iii) an investor may not
be able to liquidate his, her or its investment in the Units; (iv) transferability of the Units is extremely limited; (v) an investor
could sustain the loss of his, her or its entire investment; and (vi) the Company is and will be subject to numerous other risks and uncertainties,
including without limitation, significant and material risks relating to the Company’s business and operations, and the industries,
markets and geographic regions in which the Company competes, as well as risks associated with the Offering, all as more fully set forth
herein and in the Risk Factors annexed hereto as Exhibit C, the terms of which have been reviewed and accepted by the Subscriber.


 






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2.2
The Subscriber represents that he, she or it is an “accredited investor” as such term is defined in Rule 501 of Regulation
D promulgated under the Securities Act, as indicated by his, her or its Investor Questionnaire, and that he, she or it is able to bear
the economic risk of an investment in the Units. The Subscriber has adequate means of providing for such Subscriber's current financial
needs and foreseeable contingencies and has no need for liquidity of his, her, or its investment in the Units for an indefinite period
of time. The Subscriber must complete the applicable Investor Questionnaire, a form of which is attached hereto as Appendix I,
to enable the Company to assess the Subscriber’s eligibility for the Offering.


 


2.3
The Subscriber represents that all information which the Subscriber has provided to the Company concerning the Subscriber or the
Subscriber’s investor status, financial position, knowledge and experience in financial and business matters, or, in the case of
a corporation, trust, partnership, limited liability company, or other entity, the knowledge and experience in financial and business
matters of the person making the investment decision on behalf of such entity, including all information contained herein, is correct
and complete as of the date of this Agreement, and if there should be any adverse change in such information prior to this subscription
being accepted, the Subscriber will immediately provide the Company with such information.


 


2.4
The Subscriber acknowledges that he, she or it has such knowledge and prior investment experience, including without limitation,
investment in private, non-listed and non-registered securities and development-stage companies with limited operating histories, or he,
she or it has employed the services of an investment advisor, attorney or accountant to read all of the documents furnished or made available
by the Company both to him, her or it and to all other prospective investors in the Offering and to evaluate the merits and risks of such
an investment on his, her or its behalf, and that he, she or it recognizes the highly speculative nature of this investment.


 


2.5
The Subscriber acknowledges receipt and careful review of the risk factors annexed hereto as Exhibit C, and the attachments (Exhibits
A and B) hereto (collectively, the “Offering Documents”) and hereby represents that he, she or it has been furnished
or given access by the Company during the course of the Offering with or to all information regarding the Company and its financial conditions
and results of operations which he, she or it had requested or desired to know; that all documents which could be reasonably provided
have been made available for his, her or its inspection and review; that he, she or it has been afforded the opportunity to ask questions
of and receive answers from duly authorized representatives of the Company concerning the terms and conditions of the Offering, and any
additional information which he, she or it had requested. The Subscriber further represents and acknowledges that the Subscriber has not
seen or received any advertisement or general solicitation with respect to the sale of any of the securities of the Company, including,
without limitation, the Units.


 


2.6
The Subscriber acknowledges that the Offering of the Units may involve tax consequences, and that the contents of the Offering
Documents do not contain tax advice or information. The Subscriber acknowledges that he, she or it must retain his, her or its own professional
advisors to evaluate the tax and other consequences of an investment in the Units.


 


2.7
The Subscriber acknowledges that the Offering of the Units has not been reviewed or approved by the United States Securities and
Exchange Commission (“SEC”) because the Offering is intended to be a nonpublic offering pursuant to Section 4(a)(2)
of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder. The Subscriber represents that the Units are being purchased
for his, her or its own account, for investment and not for distribution or resale to others. The Subscriber agrees that he, she or it
will not sell or otherwise transfer any of the Units or common stock issuable upon conversion of the Notes or exercise of the Warrants
unless they are registered under the Securities Act or unless an exemption from such registration is available and, upon the Company’s
request, the Company receives an opinion of counsel reasonably satisfactory to the Company confirming that an exemption from such registration
is available for such sale or transfer.


 






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2.8
The Subscriber understands that the Units have not been registered under the Securities Act by reason of a claimed exemption under
the provisions of the Securities Act which depends, in part, upon his, her or its investment intention. The Subscriber realizes that,
in the view of the SEC, a purchase now with the intention to distribute would represent a purchase with an intention inconsistent with
his, her or its representation to the Company, and the SEC might regard such a distribution as a deferred sale to which such exemption
is not available. The Subscriber understands that there is no assurance that the Company will effect a Financing Event or any public listing
of its securities.


 


2.9
The Subscriber understands that Rule 144 (the “Rule”) promulgated under the Securities Act requires, among other
conditions, a one (1) year holding period prior to the resale of securities acquired in a non-public offering, such as the Offering, without
having to satisfy the registration requirements under the Securities Act. The Subscriber understands that the Company makes no representation
or warranty regarding its fulfillment in the future of any reporting requirements under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or its dissemination to the public of any current financial or other information concerning the
Company, as is required by Rule 144 as one of the conditions of its availability. The Subscriber consents that the Company may, if it
desires, permit the transfer of the Units out of his, her or its name only when his, her or its request for transfer is accompanied by
an opinion of counsel reasonably satisfactory to the Company that neither the sale nor the proposed transfer results in a violation of
the Securities Act, any applicable state “blue sky” laws or any applicable securities laws of any other country, province
or jurisdiction (collectively, “Securities Laws”). The Subscriber agrees to hold the Company and its directors, officers
and controlling persons and their respective heirs, representatives, successors and assigns harmless and to indemnify them against all
liabilities, costs and expenses incurred by them as a result of any misrepresentation made by him/her/it contained herein or in the Investor
Questionnaire or any sale or distribution by the undersigned Subscriber in violation of any Securities Laws.


 


2.10
The Subscriber acknowledges and consents to the placement of one or more legends on any certificate or other document evidencing
his, her or its Notes, Warrants, Units or shares of common stock issuable upon conversion of the Notes or exercise of the Warrants, stating
that they have not been registered under the Securities Act, substantially in the form as set forth below and setting forth or referring
to the restrictions on the transferability and sale thereof:


 


THESE SECURITIES REPRESENTED
HEREBY OR THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE
SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.


 


2.11
The Subscriber understands that the Company will review this Subscription Agreement and the Investor Questionnaire and agrees that
the Company reserves the unrestricted right to reject or limit any subscription and to close the Offering pursuant to the terms of the
Offering Documents.


 


2.12
The Subscriber hereby represents that the address of the Subscriber furnished by him, her or it at the signature page of this Subscription
Agreement and in the Investor Questionnaire is the Subscriber’s principal residence if the Subscriber is an individual or its principal
business address if the Subscriber is a corporation or other entity.


 






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2.13
The Subscriber acknowledges that if the Subscriber is a Registered Representative of a Financial Industry Regulatory Authority
(“FINRA”) member firm, the Subscriber must give such firm the notice required by the FINRA Conduct Rules, or any applicable
successor rules of the FINRA, receipt of which must be acknowledged by such firm on the signature page hereof. The Subscriber shall also
notify the Company if the Subscriber or any affiliate of Subscriber is a registered broker-dealer with the SEC, in which case the Subscriber
represents that the Subscriber is purchasing the Units in the ordinary course of business and, at the time of purchase of the Units, has
no agreements or understandings, directly or indirectly, with any person to distribute the Units or any portion thereof.


 


2.14
The Subscriber hereby represents that, except as set forth in the Offering Documents, no representations or warranties have been
made to the Subscriber by either the Company or its agents, employees or affiliates and in entering into this transaction, the Subscriber
is not relying on any information, other than that contained in the Offering Documents and the results of independent investigation by
the Subscriber.


 


2.15
The Subscriber agrees that he, she or it will purchase the Units in the Offering only if his, her or its intent at such time is
to make such purchase for investment purposes and not with a view toward resale.


 


2.16
If the Subscriber is a partnership, corporation, trust or other entity, such partnership, corporation, trust or other entity further
represents and warrants that: (i) it was not formed for the purpose of investing in the Company; (ii) it is authorized and otherwise duly
qualified to purchase and hold the Units; and (iii) that this Subscription Agreement has been duly and validly authorized, executed and
delivered and constitutes the legal, binding and enforceable obligation of the Subscriber.


 


2.17
If the Subscriber is not a United States person, such Subscriber hereby represents that he, she or it has satisfied himself/herself/itself
as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Units or any use of this
Subscription Agreement, including (i) the legal requirements within his/her/its jurisdiction for the purchase of the Units, (ii) any foreign
exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the
income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Units.
Such Subscriber’s subscription and payment for, and his, her or its continued beneficial ownership of the Units, will not violate
any applicable securities or other laws of the Subscriber’s jurisdiction.


 


2.18
The Subscriber acknowledges that (i) the Offering Documents contain material, non-public information concerning the Company, and
(ii) the Subscriber is obtaining such material, non-public information solely for the purpose of considering whether to purchase the Units
pursuant to a private placement that is exempt from registration under the Act. The Subscriber agrees to keep such information confidential
and not to disclose it to any other person or entity except the Subscriber’s legal counsel, advisors and other representatives who
have agreed (i) to keep such information confidential, (ii) to use such information only for the purpose set forth above, and (iii) to
comply with applicable securities laws with respect to such information.


 


2.19
The Subscriber agrees to indemnify and hold harmless the Company and its officers, directors, employees and affiliates and each
other person, if any, who controls any of the foregoing, against any loss, liability, claim, damage and expense whatsoever (including,
but not limited to, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation
commenced or threatened or any claim whatsoever) arising out of or based upon any false representation or warranty by the Subscriber,
or the Subscriber’s breach of, or failure to comply with, any covenant or agreement made by the Subscriber herein or in any other
document furnished by the Subscriber to the Company or its respective officers, directors, employees or affiliates or each other person,
if any, who controls any of the foregoing in connection with this transaction.


 


2.20
The Subscriber understands and acknowledges that (i) the Units are being offered and sold to the Subscriber without registration
under the Securities Act in a private placement that is exempt pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506(b) of
Regulation D promulgated thereunder; and (ii) the availability of such exemption depends in part on, and that the Company will rely
upon the accuracy and truthfulness of, the foregoing representations made by the Subscriber, and such Subscriber hereby consents to such
reliance.


 






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2.21
The Subscriber understands and acknowledges that he, she or it will at all times be in compliance with any and all state and federal
securities and other laws, statutes and regulations regarding his, her or its ownership and/or any sale, transfer or hypothecation of
the Units including but not limited to those rules and regulations promulgated by the SEC, FINRA and any exchange on which the Company’s
securities are listed, if applicable, and those of federal and state governments and other agencies such as improper short selling of
the Company’s securities and failure to properly file all documents required by the SEC or otherwise, to the extent such rules and
regulations are applicable to the Company’s common stock and/or the Units.


 


2.22
The Subscriber understands and agrees that an investment in the Units involves special risks, and the undersigned understands those
risks (including without limitation the risks set forth in the Offering Documents), and the Subscriber is expressly assuming such risks.
The Subscriber acknowledges and is aware that the Units are speculative investments which involve a high degree of risk of loss by the
Subscriber of his, her or its entire investment in the Company. The Subscriber agrees and acknowledges that it is the Subscriber’s
sole responsibility to conduct a “due diligence” investigation of the Company and the financial prospects of the Company.
The Subscriber has not relied on the Company for due diligence or suitability or investment recommendations.


 


2.23 The Subscriber
should check the Office of Foreign Assets Control (“OFAC”) website at http://www.treas.gov/ofac before making the
following representations.


 


(a) The Subscriber
represents that the amounts invested by him, her or it in the Company in the Offering were not and are not directly or indirectly derived
from activities that contravene federal, state or international laws and regulations, including anti-money laundering laws and regulations.
Federal regulations and Executive Orders administered by OFAC prohibit, among other things, the engagement in transactions with, and the
provision of services to, certain foreign countries, territories, entities and individuals. The lists of OFAC prohibited countries, territories,
persons and entities can be found on the OFAC website at http://www.treas.gov/ofac. In addition, the programs administered by OFAC (the
“OFAC Programs”) prohibit dealing with individuals1
or entities in certain countries regardless of whether such individuals or entities appear on the OFAC lists.


 


(b)
To the best of the Subscriber’s knowledge, none of: (1) the Subscriber; (2) any person controlling or controlled by the Subscriber;
(3) if the Subscriber is a privately-held entity, any person having a beneficial interest in the Subscriber; or (4) any person for whom
the Subscriber is acting as agent or nominee in connection with this investment is a country, territory, individual or entity named on
an OFAC list, or a person or entity prohibited under the OFAC Programs. The Subscriber understands that Company may not accept any amounts
from a prospective investor if such prospective investor cannot make the representation set forth in the preceding paragraph. The Subscriber
agrees to promptly notify the Company should the Subscriber become aware of any change in the information set forth in these representations.
The Subscriber understands and acknowledges that, by law, the Company may be obligated to “freeze the account” of the Subscriber,
either by prohibiting additional subscriptions from the Subscriber, declining any redemption requests and/or segregating the assets in
the account in compliance with governmental regulations, and may also be required to report such action and to disclose the Subscriber’s
identity to OFAC. The Subscriber further acknowledges that the Company may, by written notice to the Subscriber, suspend the redemption
rights, if any, of the Subscriber if the Company reasonably deems it necessary to do so to comply with anti-money laundering regulations
applicable to the Company or any of the Company’s other service providers. These individuals include specially designated nationals,
specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs.


 


 





 





	1	These individuals include specially designated nationals,
specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs.



 






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(c)
To the best of the Subscriber’s knowledge, none of: (1) the Subscriber; (2) any person controlling or controlled by the Subscriber;
(3) if the Subscriber is a privately-held entity, any person having a beneficial interest in the Subscriber; or (4) any person for whom
the Subscriber is acting as agent or nominee in connection with this investment is a senior foreign political figure,2
or any immediate family3 member or close associate4
of a senior foreign political figure, as such terms are defined in the footnotes below.


 


3.
Representations and Covenants by the Company


 


The Company represents and warrants
to the Subscriber that:


 


3.1
Organization and Authority. The Company has all requisite corporate power and authority to execute, deliver and perform
its obligations under this Subscription Agreement and the Offering Documents being executed and delivered by it in connection herewith,
and to consummate the transactions contemplated hereby and thereby.


 


3.2
Authorization. The Offering Documents have been duly and validly authorized by the Company. This Subscription Agreement,
assuming due execution and delivery by the Subscriber, when the Subscription Agreement is executed and delivered by the Company, will
be, valid and binding obligations of the Company, enforceable in accordance with their respective terms, except as the enforceability
hereof and thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect
relating to or affecting creditors’ rights generally and general principles of equity, regardless of whether enforcement is considered
in a proceeding in equity or at law.


 


3.3
Non-Contravention. The execution and delivery of the Offering Documents by the Company and the issuance of the Units as
contemplated by the Offering Documents do not and will not, with or without the giving of notice or the lapse of time, or both, (i) result
in any violation of any provision of the articles of incorporation or by-laws or similar instruments of the Company or its subsidiaries,
(ii) violate or contravene any applicable law, rule or regulation or any applicable decree, judgment or order of any court, United States
federal or state regulatory body, administrative agency or other governmental body having jurisdiction over the Company or any of its
subsidiaries or any of its respective properties or assets that would have a material adverse effect on the business, properties, operations,
condition (financial or other), results of operations or prospects of the Company and its subsidiaries, taken as a whole, or the validity
or enforceability of, or the ability of the Company to perform its obligations under, the Offering Documents, or (iii) have any material
adverse effect on any permit, certification, registration, approval, consent, license or franchise necessary for the Company or its subsidiaries
to own or lease and operate any of its properties and to conduct any of its business or the ability of the Company or its subsidiaries
to make use thereof.


 


3.4
Absence of Certain Proceedings. The Company is not aware of any action, suit, proceeding, inquiry or investigation before
or by any court, public board or body, or governmental agency pending or threatened against or affecting the Company or any of its subsidiaries,
in any such case wherein an unfavorable decision, ruling or finding could adversely affect the validity or enforceability of, or the authority
or ability of the Company to perform its obligations under, the Offering Documents.


 


4.
Miscellaneous


 


4.1
Any notice or other communication given hereunder shall be deemed sufficient if in writing and sent by registered or certified
mail, return receipt requested, addressed to the Company, at Nyiax, Inc., 180 Maiden Lane, New York, New York 10005, Attention: Chris
Hogan, Interim CEO, and to the Subscriber at his, her or its address indicated on the signature page of this Subscription Agreement. Notices
shall be deemed to have been given three (3) business days after the date of mailing, except notices of change of address, which shall
be deemed to have been given when received.


 


 





 





	2	A “senior foreign political figure” is defined
as a senior official in the executive, legislative, administrative, military or judicial branches of a foreign government (whether elected
or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation. In addition,
a “senior foreign political figure” includes any corporation, business or other entity that has been formed by, or for the
benefit of, a senior foreign political figure.






	3	“Immediate family” of a senior foreign political
figure typically includes the figure’s parents, siblings, spouse, children and in-laws.








	4	A “close associate” of a senior foreign political
figure is a person who is widely and publicly known to maintain an unusually close relationship with the senior foreign political figure,
and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of the
senior foreign political figure.



 






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4.2
This Subscription Agreement may be amended through a written instrument signed by both the Subscriber and the Company; provided,
however, that the terms of this Subscription Agreement may be amended without the consent or approval of the Subscriber so long as such
amendment applies in the same fashion to the subscription agreements of all of the other subscribers for the Units in the Offering and
at least holders of a majority of the Units sold in the Offering have given their approval of such amendment, which approval shall be
binding on all holders of the Units.


 


4.3
This Subscription Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs,
legal representatives, successors and assigns. This Subscription Agreement sets forth the entire agreement and understanding between the
parties as to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings of any and every
nature among them.


 


4.4
This Subscription Agreement shall be construed in accordance with the laws of the State of New York, without regard to principles
of conflicts of law. The parties hereunder agree that any dispute arising out of or relating to an investment pursuant to this Subscription
Agreement or concerning this Subscription Agreement, including but not limited to disputes as to arbitrability and all disputes with the
Company, or any employee, agent, representative, officer, director or attorney of the Company, shall be resolved through final, binding,
non-appealable arbitration, before a single, neutral arbitrator, at JAMS, in New York County, New York in accordance with the rules and
regulations of the American Arbitration Association. Venue of all arbitration shall be JAMS Dispute Resolution Center, New York County,
New York. The Parties agree that each side will pay fifty percent (50%) of the cost of any arbitration proceedings. Judgment on any arbitration
award may be entered in any court having jurisdiction. Any arbitration award shall be in United States Dollars and may be enforced in
any jurisdiction in which the party against whom enforcement is sought maintains assets. The Parties agree to limit their respective testimony
at any arbitration hearing to three hours per side. SUBSCRIBER HEREBY WAIVES ANY RIGHT TO SEEK ANY TYPE OF DAMAGES OTHER THAN COMPENSATORY
DAMAGES, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL DAMAGES AND PUNITIVE DAMAGES. SUBSCRIBER HEREBY FURTHER WAIVES THE RIGHT TO A TRIAL
BY JURY, THE RIGHT TO BRING A CLASS ACTION SUIT, AND OTHER POTENTIAL REMEDIES THAT OTHERWISE MAY BE AFFORDED BY LAW. THIS IS A CLASS ACTION
WAIVER THAT APPLIES TO ALL DISPUTES ARISING OUT OF THIS INVESTMENT, INCLUDING BUT NOT LIMITED TO ANY DISPUTES WITH THE COMPANY AND ALL
OF ITS EMPLOYEES, AGENTS, REPRESENTATIVES, OFFICERS, DIRECTORS, OR ATTORNEYS.


 


4.5
This Subscription Agreement may be executed in counterparts. It shall not be binding upon the Company unless and until it is accepted
by the Company. Upon the execution and delivery of this Subscription Agreement by the Subscriber, this Subscription Agreement shall become
a binding obligation of the Subscriber with respect to the purchase of Units as herein provided; subject, however, to the right hereby
reserved to the Company to enter into the same agreements with other subscribers and to add and/or to delete other persons as subscribers.
This Subscription Agreement may be executed and delivered by facsimile or by email with scanned copy.


 


4.6
The holding of any provision of this Subscription Agreement to be invalid or unenforceable by a court of competent jurisdiction
shall not affect any other provision of this Subscription Agreement, which shall remain in full force and effect.


 






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4.7
It is agreed that a waiver by either party of a breach of any provision of this Subscription Agreement shall not operate, or be
construed, as a waiver of any subsequent breach by that same party.


 


4.8
The parties agree to execute and deliver all such further documents, agreements and instruments and take such other and further
action as may be necessary or appropriate to carry out the purposes and intent of this Subscription Agreement.


 


4.9
The Company agrees not to disclose the names, addresses or any other information about the Subscriber, except as required by law.


 


4.10
The obligation of the Subscriber hereunder is several and not joint with the obligations of any other subscribers for the purchase
of Units in the Offering (the “Other Subscribers”), and the Subscriber shall not be responsible in any way for the
performance of the obligations of any Other Subscribers of the Offering. Nothing contained herein or in any other agreement or document
delivered at the closing, and no action taken by the Subscriber pursuant hereto, shall be deemed to constitute the Subscriber and the
Other Subscribers of the Offering as a partnership, an association, a joint venture or any other kind of entity, or create a presumption
that the Subscriber and the Other Subscribers of the Offering are in any way acting in concert with respect to such obligations or the
transactions contemplated by this Subscription Agreement. The Subscriber shall be entitled to protect and enforce the Subscriber’s
rights, including without limitation the rights arising out of this Subscription Agreement, and it shall not be necessary for any other
subscriber(s) of the Offering to be joined as an additional party in any proceeding for such purpose. The Subscriber is not acting as
part of a “group” (as that term is used in Section 13(d) of the Exchange Act) in negotiating and entering into this Subscription
Agreement or purchasing, disposing of or voting any of the Units. The Company hereby confirms that it understands and agrees that the
Subscriber is not acting as part of any such group.


 


4.11
The language used in this Subscription Agreement will be deemed to be the language chosen by the Parties to express their mutual
intent, and no rules of strict construction will be applied against any party.


 


[INVESTOR QUESTIONNAIRE AND SIGNATURE PAGE FOLLOWS]


 




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Appendix I


 


Investor Questionnaire


 


Unless instructed otherwise, the Investor should
answer each question on the Questionnaire. If the answer to a particular question is "None" or "Not Applicable," please
so state. If the Questionnaire does not provide sufficient space to answer a question, please attach a separate schedule to your executed
Questionnaire that indicates which question is being answered thereon. Persons having questions concerning any of the information requested
in this Questionnaire should consult with their purchaser representative or representatives, lawyer, accountant or broker.


 


PART I — FOR INDIVIDUALS


 


1. Personal Data


 


Name: ______________________________


 


Residence Address: _____________________________________________________
____________________________________________________________________ ____________________________________________________________________


 


Business Address: ______________________________________________________
____________________________________________________________________ ____________________________________________________________________


 


State of residence, if different: ___________________


 


Telephone: Residence ______________________ Business ____________


 


Age: ______________________ Citizenship: ____________


 


Send all correspondence to: Residence ____________ Business ____________


 


2. Investor Status


 


To be qualified to invest in the Units, the Investor
must either (i) be an Accredited Investor, or (ii) have, either alone or with your purchaser representative or representatives, such knowledge
and experience in financial and business matters that you are capable of evaluating the merits and risks of such investment.


 


Please check the appropriate representation that
applies to you.


 


Accredited Investors:


 


________ I am an Accredited Investor (as defined
in Rule 501 of Regulation D promulgated under the Securities Act) because I certify that (check all appropriate descriptions that apply):


 


		a.	____________ I have a net worth, or joint net worth with my spouse or spousal equivalent, of more than
US$1,000,000. (“Net worth” means the excess of total assets at fair market value (including personal and real property, but
excluding the estimated fair market value of your primary home) over total liabilities. "Total liabilities" excludes any mortgage
on the primary home in an amount of up to the home's estimated fair market value as long as the mortgage was incurred more than 60 days
before the Units are purchased, but includes (i) any mortgage amount in excess of the home's fair market value and (ii) any mortgage amount
that was borrowed during the 60-day period before the closing date for the sale of the Units for the purpose of investing in the Units.
“Spousal equivalent” means a cohabitant occupying a relationship generally equivalent to that of a spouse. “Joint net
worth” is the aggregate net worth of a person and spouse or spousal equivalent; assets do not need to be held jointly to be included
in the calculation.)



 






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		b.	____________ I have had an individual income in excess of US$200,000 in each of the two most recent calendar
years, or joint income with my spouse or spousal equivalent in excess of US$300,000 in each of those years, and have a reasonable expectation
of reaching the same income level in the current calendar year. (“Income” means annual adjusted gross income, as reported
for federal income tax purposes, plus (i) the amount of any tax-exempt interest income received; (ii) the amount of losses claimed as
a limited partner in a limited partnership; (iii) any deduction claimed for depletion; (iv) amounts contributed to an IRA or Keogh retirement
plan; (v) alimony paid; and (vi) any gains excluded from the calculation of adjusted gross income pursuant to the provisions of Section
1202 of the U.S. Internal Revenue Code of 1986, as amended.)



 


		c.	____________ I hold in good standing one of the following professional licenses: the General Securities
Representative license (Series 7), the Private Securities Offerings Representative license (Series 82), or the Investment Adviser Representative
license (Series 65).



 


		d.	____________ I am a director, executive officer or general partner of the Company, or a director, executive
officer or general partner of a general partner of the Company. (For purposes of this item 2, "executive officer" means the
president; any vice president in charge of a principal business unit, division or function, such as sales, administration or finance;
or any other person or persons who perform(s) similar policymaking functions for the Company.)



 


PART II—PURCHASERS WHO ARE NOT INDIVIDUALS


 


1. General Information


 


Name of Entity: __________________________________


 


Address of Principal Office: _______________________________________________
____________________________________________________________________ ____________________________________________________________________


 


Type of Organization: _______________________________


 


Date and State of Organization: _________________________________


 


2. Accredited Investor Status


 


To be qualified to invest in the Units, the Investor
must either (i) be an Accredited Investor, or (ii) have, and if applicable, its officers, employees, directors or equity owners have,
either alone or with its purchaser representative or representatives, such knowledge and experience in financial and business matters
that it is capable of evaluating the merits and risks of such investment.


 


Please check the appropriate description which
applies to you.


 


		a.	____________ A bank, as defined in Section 3(a)(2) of the Securities Act or any savings and loan association
or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or a fiduciary capacity.



 


		b.	____________ A broker or dealer registered under Section 15 of the Securities Exchange Act of 1934, as
amended.



 


		c.	____________ An investment adviser registered pursuant to Section 203 of the U.S. Investment Advisers
Act of 1940 or registered pursuant to the laws of a state.



 






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		d.	____________ An investment adviser relying on the exemption from registering with the SEC under Section
203(l) or (m) of the Investment Advisers Act of 1940.



 


		e.	____________ An insurance company, as defined in Section 2(a)(13) of the Securities Act.



 


		f.	____________ An investment company registered under the Investment Company Act of 1940 or a business development
company, as defined in Section 2(a)(48) of that act.



 


		g.	____________ A Small Business Investment Company licensed by the U.S. Small Business Administration under
Section 301(c) or (d) of the U.S. Small Business Investment Act of 1958.



 


		h.	____________ A Rural Business Investment Company as defined in Section 384A of the U.S. Consolidated Farm
and Rural Act.



 


		i.	____________ A plan established and maintained by a state, its political subdivisions or any agency or
instrumentality of a state or its political subdivisions for the benefit of its employees, if the plan has total assets in excess of US$5
million.



  


		j.	_____________ An employee benefit plan within the meaning of Title I of the Employee Retirement Income
Security Act of 1974, if the investment decision is being made by a plan fiduciary, as defined in Section 3(21) of such act, and the plan
fiduciary is either a bank, a savings and loan association, an insurance company, or a registered investment adviser, or if the employee
benefit plan has total assets in excess of US$5 million, or if the employee benefit plan is a self-directed plan in which investment decisions
are made solely by persons that are accredited investors.



 


		k.	_____________ A private business development company, as defined in Section 202(a)(22) of the Investment
Advisers Act of 1940.



  


		l.	______________A corporation, Massachusetts or similar business trust, partnership, or limited liability
company or an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, that was not formed for the
specific purpose of acquiring the Securities, and that has total assets in excess of US$5 million.



 


		m.	______________ A trust with total assets in excess of US$5 million not formed for the specific purpose
of acquiring the Securities, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the Securities
Act.



 


		n.	______________ An entity in which all of the equity owners (whether entities themselves or natural persons)
are accredited investors and meet the criteria listed under the section of “For Individual Investors Only” of this Certification.



 


		o.	______________ An entity of a type not listed above, that is not formed for the specific purpose of acquiring
the Shares and owns investments in excess of US$5 million. For purposes of this clause, "investments" means investments as defined
in Rule 2a51-1(b) under the Investment Company Act of 1940.



 


		p.	______________ A family office, as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act of
1940, that (i) has assets under management in excess of US$5 million; (ii) is not formed for the specific purpose of acquiring the Securities
and (iii) has a person directing the prospective investment who has such knowledge and experience in financial and business matters so
that the family office is capable of evaluating the merits and risks of the prospective investment.



 






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		q.	_____________ A family client, as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940, of a family office meeting
the requirements of the immediately preceding clause and whose prospective investment in the Issuer is directed by that family office
pursuant to subclause (iii) of the immediately preceding clause.



 


Subscription Procedures


 


To subscribe for the Units, a prospective
investor will be required to deliver funds to us, by check made payable to “Nyiax, Inc.” or by wire transfer to the Company.
In addition, the prospective investor must complete, execute and deliver to us this Subscription Agreement and Investor Questionnaire,
including information necessary for us to determine whether the prospective investor is qualified under federal and state securities laws
and regulations to be an investor.


 


Wire Transfer Instructions 


 


Business Name: NYIAX


Bank Name: Capital One


Account #: 374 663 3890


Routing #: 065 000 090 (for ACH and Wires)


 





[signature page follows]


 




    13


     


    

 


This page constitutes the
signature page for the Subscription Agreement, the Investor Questionnaire and execution of this signature page constitutes execution of
each.


 


IN WITNESS WHEREOF, the Subscriber
has executed this Subscription Agreement and Investor Questionnaire this _____ day of ______________, 2022.


 


	 	 	$ _________________________________________
	 	 	Total Purchase Price
	 	 	 
	 	 	For Individuals:
	 	 	 
	 	 	___________________________________________
	 	 	Name of Prospective Investor (print or type)
	 	 	 
	 	 	___________________________________________
	 	 	(Signature)
	 	 	 
	 	 	___________________________________________
	 	 	Name of Joint Prospective Investor (print or type)
	 	 	(if applicable)
	 	 	 
	 	 	___________________________________________
	 	 	(Joint Signature, if applicable)
	 	 	 
	 	 	For Entities:
	 	 	 
	 	 	___________________________________________
	 	 	Name of Prospective Investor (print or type)
	 	 	By: ________________________________________
	 	 	(Signature)
	 	 	 
	 	 	Name:______________________________________
	 	 	Title:_______________________________________
	 	 	 
	 	 	___________________________________________
	 	 	(Name and Initials of IRA custodian, if applicable)
	 	 	 
	$ _________________________________________	 	 
	Total Purchase Price Accepted	 	 
	 	 	 
	Accepted and Agreed, as of ________________, 2022:	 	 
	 	 	 
	Nyiax, Inc.	 	 
	 	 	 
	By: ________________________________________	 	 
	Name: Chris Hogan	 	 
	Title: Interim CEO	 	 






 




    14


     


    

 


Exhibit A


 


Form of Unsecured Convertible Promissory Note


 


(see attached)


 


 


 


 


 


 


 


 




    15


     


    

 


Exhibit B


 


Form of Common Stock Purchase Warrant


 


(see attached)


 


 


 


 


 






    16


     


    

 


Exhibit C


 


Risk Factors


 


(see attached)


 


 


 


 


 


 




    17


     


    

 


Exhibit D


 


Wire Instructions 


 


Business Name: NYIAX


Bank Name: Capital One


Account #: 374 663 3890


Routing #: 065 000 090 (for ACH and Wires)


 


 


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