Form of Offer Letter to Richard Bush, dated September 6, 2016

Exhibit 10.42

Louis Severine

CEO

NYIAX, Inc.

79 Madison Avenue

New York, NY 10016

September 6, 2016

Richard Bush

Re: Offer of Employment: CTO/CPO

Dear Richard Bush:

As we discussed in my office, on August 22, 2016, we are extending to you an offer of employment as CTO/CPO. If you accept our offer of employment, the following terms and conditions will apply.

Your job responsibilities are as follows: Richard Bush, NYIAX, Inc. is offering you the title of CTO/CPO with duties and responsibility which are commensurate with the position. Below is an outline of duties which are expected to be part of yours duties; however this list is not exhaustive and other duties may be imposed upon you by the CEO and Board of Directors.

Please plan to begin work on September 20, 2016. You will report directly to the CEO, Louis Severine

Your beginning rate of compensation will be an annual salary of $250,000.00, which will be paid bi-weekly. A 20% of base bonus upon successful A round funding or Seed + funding of a minimum of $4 million dollars. Additionally, you will receive a yearly discretionary bonus of 20% of base to be paid on the anniversary of the employment start date.

You will be entitled to three (3) month severance package after one year of employment. All rights and obligations will be represented in accordance with standard company policies.

Further, Richard Bush will receive 1.5% of full dilutable equity of NYIAX, Inc. common stock which will vest over a 3 year period. Additional information on equity will be appended to the employment agreement through a Stock Grant Agreement.

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

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

Additionally, you will be entitled to 3 weeks of paid vacation for each year of employment in accordance with our usual policies.

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

Your employment will not be for a defined duration or term, and it is understood that your employment is voluntary in nature and is employment-at-will. Therefore, either party may terminate the employment relationship at any time.

If the above terms meet with your understanding of our discussion, please contact me at your earliest convenience regarding whether or not you will accept our offer of employment. My phone number is ###-###-####. Please, countersign the offer letter and email it to me at ***@***. If you decide to accept our offer, we will formalize our discussion with an employment agreement. This letter itself does not constitute an employment agreement.

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

Sincerely,

Louis Severine

CEO