UNDERWRITING AGREEMENT between NYIAX, INC. and WESTPARK CAPITAL, INC. as Representative of the Several UnderwritersUnderwriting Agreement • December 4th, 2023 • Nyiax, Inc. • Services-computer processing & data preparation • New York
WestPark Capital, Inc. As Representative of the several Underwriters named on Schedule 1 attached hereto 1900 Avenue of the Stars Suite 310 Los Angeles, CA 90067
Exhibit A SUBSCRIPTION AGREEMENTSubscription Agreement • April 24th, 2024 • Nyiax, Inc. • Services-computer processing & data preparation
This SUBSCRIPTION AGREEMENT (“Subscription Agreement”) made as of this ____ day of ______, 2024, 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.”
SUBSCRIPTION AGREEMENTSubscription Agreement • June 1st, 2022 • Nyiax, Inc. • Services-computer processing & data preparation • New York
This SUBSCRIPTION AGREEMENT (“Subscription Agreement”) made as of this ____ day of ________________, by and between NYIAX, Inc., a Delaware corporation (the “Company”), and the undersigned (the “Subscriber”).
NYIAX, Inc. INDEMNITY AGREEMENTIndemnification & Liability • June 1st, 2022 • Nyiax, Inc. • Services-computer processing & data preparation • Delaware
This Indemnity Agreement, effective as of______________, is made by and between NYIAX, Inc., a Delaware corporation with executive offices located at 244 5th Avenue, STE 2669, NYC, NY 10001 (the “Company”), and ______________________ residing at _______________(the “Indemnitee”)
NYIAX, Inc. CONVERTIBLE NOTEConvertible Note • July 27th, 2023 • Nyiax, Inc. • Services-computer processing & data preparation • New York
FOR VALUE RECEIVED, NYIAX, Inc. , a Delaware corporation with principal place of business at 180 Maiden Lane, 11th Floor, NYC, NY 10005, (hereinafter called “Borrower” or the “Company”), hereby promises to pay to ____________________ (“Holder”), the sum of ___________ U.S. Dollars (US$__________), with interest accruing at the annual rate of twelve (12.0%) percent. Interest hereunder shall be payable quarterly in kind, with payment in shares of the Company common stock valued at two ($2.00) dollars per share (“PIK Shares”). The Company and Holder collectively shall be designated for purposes of this Note as the Parties.
Amendment to the 12% Convertible Note and related subscription agreement dated [ ], 2023, between NYIAX, Inc. and [ ]12% Convertible Note and Related Subscription Agreement • February 2nd, 2024 • Nyiax, Inc. • Services-computer processing & data preparation
This Amendment to the 12% Convertible Note dated [ ] (the “Note”) and related Subscription Agreement (the Subscription Agreement”) by and between NYIAX, Inc., a Delaware corporation (the “Company”) as maker of the Note and party to the Subscription Agreement and [ ] (the “Holder”), a holder of the Note and party to the Subscription Agreement (this “Amendment”) is made on January [ ], 2024. Each of the Company and the Holder is a “Party” under this Amendment, and collectively they constitute the “Parties.” Capitalized terms not otherwise defined herein shall have the meaning set forth in the respective Note and Subscription Agreement. For good and valuable consideration, the Parties hereby agree as follows:
NYIAX, Inc. CONVERTIBLE NOTEConvertible Note • April 24th, 2024 • Nyiax, Inc. • Services-computer processing & data preparation • New York
$______________ ___________, 2024 FOR VALUE RECEIVED, NYIAX, Inc. , a Delaware corporation with principal place of business at 900 Easton Avenue, STE 26-1088, Somerset, NJ 08873-1760, , (hereinafter called “Borrower” or the “Company”), hereby promises to pay to ____________________ (“Holder”), the sum of ___________ U.S. Dollars (US$__________), with interest accruing at the annual rate of ten (10.0%) percent. Interest hereunder shall be payable quarterly in kind, with payment in shares of the Company common stock valued at two ($2.00) dollars per share (“PIK Shares”). The Company and Holder collectively shall be designated for purposes of this Note as the Parties. The Note is one of a Series of Notes issued by the Company in an Offering of up to $2,000,000 (the “Offering”).
NYIAX EMPLOYMENT AGREEMENTEmployment Agreement • January 25th, 2024 • Nyiax, Inc. • Services-computer processing & data preparation • New York
This EMPLOYMENT AGREEMENT (the “Agreement”), entered into January 19, 2024 and effective as of January 19, 2024 (“Effective Date”) by and between NYIAX, Inc, a Delaware corporation (the “Company”) with offices at 180 Maiden Lane New York City, New York 10005, and Teri Gallo (the “Executive”) with an address of 67 Bailey Hollow Rd, Morristown, New Jersey 07960. The Company and the Executive are individually referred to herein as a “Party” and collectively as the “Parties.”
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 27th, 2023 • Nyiax, Inc. • Services-computer processing & data preparation • New York
This ASSET PURCHASE AGREEMENT (“Agreement”), dated as of 7/8/2023, is made by and between Network Foundation Technologies, LLC, Wyoming limited liability company, located at 180 East Dixie Meadows Road, Shreveport, LA 71105 (“Seller”), and NYIAX, Inc, Delaware corporation, with headquarters located at 180 Maiden Lane, 11th Floor, NYC, NY 10005 (“Buyer”).
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement • September 26th, 2023 • Nyiax, Inc. • Services-computer processing & data preparation • New York
This SETTLEMENT AGREEMENT AND RELEASE (“Agreement”) is made and entered into by and between NYIAX, Inc., a Delaware corporation (the "Company") and Boustead Securities, LLC (“Boustead”) on September 20, 2023 (the “Effective Date”). Each of the Company and Boustead is a “Party” under this Agreement, and collectively they constitute the “Parties”. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Engagement Letter as defined below.
SETTLEMENT AGREEMENT AND GENERAL RELEASESettlement Agreement • June 1st, 2022 • Nyiax, Inc. • Services-computer processing & data preparation • New York
This Settlement Agreement and General Release (the “Settlement Agreement”) is made by and between Graham M. Mosley, on behalf of himself, his agents, assignees, successors, heirs, executors, administrators, beneficiaries, trustees and power of attorney (collectively, “Mosley”), and NYIAX, Inc., including on behalf of founders Carolina Abenante and Marc Grinbaum, its current and former officers, directors, affiliates, subsidiaries, insurers, successors and assigns (individually and collectively “NYIAX”). Mosley and NYIAX shall be collectively referred to herein as the “Parties.”
Agreement Appointing Joseph G. Passaic, Jr., Corporate Secretary of NYIAX, Inc.Appointment Agreement • June 1st, 2022 • Nyiax, Inc. • Services-computer processing & data preparation • New York
In accordance with the terms below, this is to confirm our agreement with and the appointment of Joseph G. Passaic, Jr., to serve as corporate secretary and officer (the “Secretary”) of NYIAX, Inc., a Delaware corporation, (the “Company”) effective May 17, 2022.
Managed Services Term Sheet (“Term Sheet”):Managed Services Term Sheet • January 20th, 2023 • Nyiax, Inc. • Services-computer processing & data preparation
This Term Sheet shall be between NYIAX, Inc. (“NYIAX”) a Delaware Corporation with principal place of business at 900 Easton Ave. STE 26-1088 Somerset NJ 08873-1760; and PubMatic Inc., having its registered office at 3 Lagoon Drive, Suite 180, Redwood City, CA 94065 (“Company”) in order to utilize NYIAX (“Services”), which shall commence as of September 1, 2021 (“Effective Date”) NYIAX and Company shall also be known as Party individually or collectively the Parties within this Term Sheet.
NYIAX, INC. STOCK OPTION AGREEMENTStock Option Agreement • June 1st, 2022 • Nyiax, Inc. • Services-computer processing & data preparation • Delaware
Unless otherwise defined herein, the terms defined in the NYIAX, Inc. 2021 Equity Incentive Plan (as amended from time to time, the “Plan”) shall have the same defined meanings in this Stock Option Agreement (this “Option Agreement”).
SECURITIES PURCHASE AGREEMENTSecurity Purchase Agreement • June 1st, 2022 • Nyiax, Inc. • Services-computer processing & data preparation • New York
This SECURITY PURCHASE AGREEMENT (this “Security Purchase Agreement” or this “Agreement”) made as of this day of February 22, 2021, by and between NYIAX, corporation (the “Company”), and the undersigned (the “Purchaser”) (The Company and Purchaser being collectively referred to herein as the “Parties,” and each a “Party”).
MASTER SERVICES AGREEMENTMaster Services Agreement • June 1st, 2022 • Nyiax, Inc. • Services-computer processing & data preparation • New York
This Master Services Agreement (the “Agreement”), dated as of_________________________________ (the “Effective Date”) is by and between NYIAX, Inc. (“NYIAX”, “We” or “Us”) and the person or entity set forth in the signature page hereto (“Company” or “You”). NYIAX and Company may be referred to herein together as the “Parties”, or individually as a “Party.”
NYIAX EMPLOYMENT AGREEMENTEmployment Agreement • June 1st, 2022 • Nyiax, Inc. • Services-computer processing & data preparation • York
This EMPLOYMENT AGREEMENT (this “Agreement”), entered into May 26, 2022 and effective as of May 26, 2022 (“Effective Date”) by and between NYIAX, Inc, a Delaware company (the “Company”) with offices at 180 Maidens Lane New York City, New York 10005, and Christopher Hogan. (the “Executive”). The Company and the Executive are individually referred to herein as a “Party” and collectively as the “Parties.”
FORM OF STOCK OPTION AWARD AGREEMENT NYIAX, INC. STOCK OPTION AWARD AGREEMENTStock Option Award Agreement • June 1st, 2022 • Nyiax, Inc. • Services-computer processing & data preparation • New York
Exercise/Vesting Schedule (2): 113,578 options shall vest in equal amounts on a monthly basis of 1/36 per month from date of Grant (October 14 2016) and shall be fully vested and exercisable by October 14, 2019.
SECURITIES PURCHASE AGREEMENTSecurity Purchase Agreement • June 1st, 2022 • Nyiax, Inc. • Services-computer processing & data preparation • New York
This SECURITY PURCHASE AGREEMENT (this “Security Purchase Agreement” or this “Agreement”) made as of this day of April ___, 2020, by and between NYIAX, corporation (the “Company”), and the undersigned (the “Purchaser”) (The Company and Purchaser being collectively referred to herein as the “Parties,” and each a “Party”).
This Amendment Agreement is entered into by and betweenIt Services Agreement • December 21st, 2022 • Nyiax, Inc. • Services-computer processing & data preparation
NYIAX Inc., a Delaware corporation, with its principal place of business located at 244 5th Avenue Suite 2669, NYC, NY 10001 (the “Customer”) and will be effective on the date it has been signed by both Parties
NYIAX, INC. EMPLOYMENT AGREEMENTEmployment Agreement • August 22nd, 2024 • Nyiax, Inc. • Services-computer processing & data preparation • New Jersey
This EMPLOYMENT AGREEMENT (this “Agreement”), entered into and effective as of on May 4, 2024 (“Effective Date”) by and between NYIAX, Inc, a Delaware company (the “Company”) with offices at 900 Easton Avenue, Sommerset, N.J., and Robert Ainbinder. (the “Executive”). The Company and the Executive are individually referred to herein as a “Party” and collectively as the “Parties.”
ADVISOR AGREEMENT AND GENERAL RELEASEAdvisor Agreement • June 1st, 2022 • Nyiax, Inc. • Services-computer processing & data preparation • New York
THIS AGREEMENT AND GENERAL RELEASE (the “Agreement”) is made by and between Mark Grinbaum, on behalf of himself, his agents, assignees, successors, heirs, executors, administrators, beneficiaries, trustees and power of attorney (collectively, “Grinbaum”), and NYIAX, Inc., its current and former officers, directors, affiliates, subsidiaries, insurers, successors and assigns (individually and collectively “NYIAX”). Grinbaum and NYIAX shall be collectively referred to herein as the “Parties.”
FORM OF STOCK OPTION AWARD AGREEMENT NYIAX, INC. STOCK OPTION AWARD AGREEMENT 2016 EQUITY INCENTIVE PLANStock Option Award Agreement • June 1st, 2022 • Nyiax, Inc. • Services-computer processing & data preparation • New York
EMPLOYMENT AGREEMENT AND GENERAL RELEASEEmployment Agreement • June 1st, 2022 • Nyiax, Inc. • Services-computer processing & data preparation • New York
THIS AGREEMENT AND GENERAL RELEASE (the “Agreement”) is made by and between Carolina Abenante, on behalf of herself, her agents, assignees, successors, heirs, executors, administrators, beneficiaries, trustees and power of attorney (collectively, “Executive”), and NYIAX, Inc., its current and former officers, directors, affiliates, subsidiaries, insurers, successors and assigns (individually and collectively “NYIAX”). Executive and NYIAX shall be collectively referred to herein as the “Parties.”
SECURITIES PURCHASE AGREEMENTSecurity Purchase Agreement • June 1st, 2022 • Nyiax, Inc. • Services-computer processing & data preparation • New York
This SECURITY PURCHASE AGREEMENT (this “Security Purchase Agreement” or this “Agreement”) made as of this day of [_____________, 2021], by and between NYIAX, Delaware corporation (the “Company” or “NYIAX”), and the undersigned (the “Purchaser”) (The Company and Purchaser being collectively referred to herein as the “Parties,” and each a “Party”).
SUBLEASE TERMINATION AND SURRENDER AGREEMENTSublease Termination and Surrender Agreement • August 22nd, 2024 • Nyiax, Inc. • Services-computer processing & data preparation • New York
THIS SUBLEASE TERMINATION AND SURRENDER AGREEMENT (this “Agreement”) is made this 16th day of April, 2024 (the “Effective Date”), by and between THE JUDGE GROUP, INC., a Pennsylvania corporation, as sublandlord (“Sublandlord”) and NYIAX, INC., a Delaware corporation, as subtenant (“Subtenant”).
NYIAX EMPLOYMENT AGREEMENTEmployment Agreement • February 2nd, 2024 • Nyiax, Inc. • Services-computer processing & data preparation • New York
This EMPLOYMENT AGREEMENT (the “Agreement”), entered into January 19, 2024 and effective as of January 19, 2024 (“Effective Date”) by and between NYIAX, Inc, a Delaware corporation (the “Company”) with offices at 180 Maiden Lane New York City, New York 10005, and Teri Gallo (the “Executive”) with an address of . The Company and the Executive are individually referred to herein as a “Party” and collectively as the “Parties.”
AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENTShareholder Agreements • June 1st, 2022 • Nyiax, Inc. • Services-computer processing & data preparation • New York
THIS AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (the “Agreement”) is made as of August, 24 2016 by and among (i) the Founding Shareholders (as defined on Schedule I), (ii) the Initial Shareholders (as defined on Schedule I), (iii) those persons listed on Exhibit A and such other persons who in the future become parties pursuant to the terms hereof (collectively, the “Shareholders”; individually, a “Shareholder”) and (iv) NYIAX, Inc., a Delaware corporation (the “Company”), with reference to the following facts:
NYI A X E MP L O Y M E NT A G R E E M E NT This EMPLOYMENT AGREEMENT (the “ Agreement ”), entered into January 19 , 2024 and effective as of January 19 , 2024 (“ Effective Date ”) by and between NYIAX, Inc, a Delaware corporation (the “ Company ”)...Employment Agreement • January 30th, 2024 • Nyiax, Inc. • Services-computer processing & data preparation • New York
FORM OF STOCK OPTION AWARD AGREEMENT NYIAX, INC. STOCK OPTION AWARD AGREEMENT 2017 EQUITY INCENTIVE PLANStock Option Award Agreement • June 1st, 2022 • Nyiax, Inc. • Services-computer processing & data preparation • New York
Exercise/Vesting Schedule (2): [_(_______) shall fully vest and become exercisable on ______, __ 201() and an additional (_____) shall fully vest and become exercisable on _____, _ 202()]
