Exhibit 10.1

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of April 8, 2021, is by, between, and among Sysorex, Inc., a Nevada corporation (“SYSX”), TTM Acquisition Corp., a Nevada corporation and wholly owned subsidiary of SYSX (the “MergerSub”), and TTM Digital Assets & Technologies, Inc., a Nevada corporation (“TTM”). Certain capitalized terms used in this Agreement are defined in ARTICLE XII of this Agreement. Each of SYSX, MergerSub and TTM may be individually referred to herein as a “party” or collectively as the “parties.”

RECITALS:

WHEREAS, SYSX desires to acquire TTM, and TTM desires to be acquired by SYSX through a reverse triangular merger (also known as a forward subsidiary merger) in which MergerSub will merge into TTM with TTM being the surviving entity and a wholly owned subsidiary of SYSX pursuant to the terms hereof (the “Merger”) (references to the ‘transactions contemplated hereby or thereby’ shall in all instances include the Merger);

WHEREAS, in consideration of the Merger, at “Closing” (as defined in Section 3.1 herein) SYSX will issue shares of its common stock to the shareholders of TTM equal to eighty percent (80%) of the outstanding shares of SYSX (the “Merger Shares”) as set forth in Schedule I-C;

WHEREAS, in connection with “Closing” the Merger, certain indebtedness and outstanding liabilities of SYSX set forth on Schedule II will be cancelled and/or paid in full in consideration of the issuance of shares of common stock of SYSX (the “Debt Shares”) as set forth in Schedule I-B;

WHEREAS, the respective Boards of Directors of TTM, the MergerSub, and SYSX have, or will have prior to the Closing, approved and declared the Merger advisable upon the terms and subject to the conditions of this Agreement, and in accordance with the Nevada Revised Statutes (the “NRS”);

WHEREAS, the respective Boards of Directors of TTM, the MergerSub and SYSX have, or will have prior to the Closing, determined that the Merger is in furtherance of and consistent with their respective business strategies and is in the best interest of their respective shareholders or members; and

WHEREAS, the parties hereto each intend, for federal income tax purposes, that the Merger contemplated hereby constitutes a tax-free exchange pursuant to Section 368(a)(1)(A) and Section 368(a)(2)(E) of the Internal Revenue Code of 1986, as amended (the “Code”);

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter contained, the parties hereto, intending to be legally bound hereby, agree as follows:

ARTICLE I.

THE MERGER

1.1 The Merger.  Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.2 herein), in accordance with the relevant provisions of the NRS, the MergerSub shall be merged with and into TTM, and TTM shall be the surviving corporation of the Merger (the “Surviving Corporation”).  At the Effective Time, the existence of MergerSub shall cease as a separate legal entity as a consequence of the Merger and TTM will become a wholly owned subsidiary of SYSX.

1.2 Effective Date and Time of Merger.  Upon the terms and subject to the conditions hereof, as soon as practicable after the satisfaction or waiver of the conditions set forth in ARTICLE VII, ARTICLE VIII, and ARTICLE IX of this Agreement, Articles of Merger (the “Articles of Merger”) shall be filed with the Nevada Secretary of State in accordance with Section 92A.200 of the NRS.  The time of filing of the Articles of Merger shall be the “Effective Time,” and the date of such filing shall be the “Effective Date.”

1.3 Surviving Corporation.  Following the Merger, TTM shall continue to exist and shall be governed under the Laws of the State of Nevada and shall be the Surviving Corporation.

1.4 Effect of Merger.  At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the NRS.  Without limiting the generality of the foregoing, at the Effective Time, all the property, rights, privileges, powers, and obligations of the MergerSub shall vest in the Surviving Corporation.

1.5 Articles of Incorporation of Surviving Corporation.  The Articles of Incorporation of TTM, as in effect at the Effective Time, shall continue in full force and effect, and shall be the Articles of Incorporation of the Surviving Corporation.

1.6 Bylaws of Surviving Corporation.  The Bylaws of TTM, as in effect at the Effective Time, shall be the Bylaws of the Surviving Corporation.

1.7 Change of Management.  Upon and as a condition of the Closing of this Agreement, Douglas Cole will resign as a director of SYSX and Zaman Khan will resign as SYSX’s Chief Executive Officer (“CEO”). Simultaneously, with the resignations of Mr. Cole and Mr. Khan, SYSX will authorize and appoint Wayne Wasserberg as the CEO of SYSX and as a director of SYSX to fill the vacancies created by the resignations of Messrs. Cole and Khan, respectively.

ARTICLE II.

PLAN OF MERGER

2.1 Conversion.

(a) Conversion of TTM Shares.  In consideration of the Merger, at the Effective Time, each share of TTM (the “TTM Common Stock” or “TTM Share(s)”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive that number of shares of common stock, $0.00001 par value per share, of SYSX (the “SYSX Common Stock” or “SYSX Share(s)”) (resulting in Merger Shares) as set forth in Schedule I-C, to the effect that the shareholders of TTM will receive that number of shares of SYSX Common Stock (approximately, 123,298,152 shares in the aggregate) representing at least eighty percent (80%) of the then outstanding shares of SYSX Common Stock after accounting for issuance of the Debt Shares as set forth in Schedule I-B and other SYSX Shares issued at or in connection with the Closing of the Merger as set forth in more detail in Schedule I. The TTM shareholders receiving Merger Shares, which will be issued contemporaneously with the Closing are listed in the “Capitalization Table” as set forth in Schedule I. All converted TTM Shares shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each certificate (if any) or ownership interest previously representing any such converted TTM Shares shall thereafter represent the right to receive a stock certificate or direct registration book entry statement (“DRS Statement”) representing that number of shares of SYSX Common Stock into which such TTM Shares were converted in the Merger pursuant to this Agreement.  No fractional shares shall be issued in the Merger and all fractional shares shall be rounded down to the nearest whole SYSX Share; the aggregate number of Merger Shares issued to the shareholders of TTM shall be as set forth in Schedule I-C (approximately 123,298,152 shares in the aggregate).

(b) Conversion of MergerSub Common Stock into TTM Common Stock.  All shares of common stock, $0.00001 par value of MergerSub issued and outstanding in the aggregate immediately prior to the Effective Time shall be converted into and be exchanged for one hundred (100) newly and validly issued, fully paid and nonassessable shares of common stock, par value $0.000001 per share, of TTM.

2.2 Manner of Conversion Regarding Merger Shares.  The manner of converting the TTM Shares into shares of SYSX Common Stock (resulting in Merger Shares) in accordance with Section 2.1 above shall be as follows:

2.3 Restricted Stock.  The shares of SYSX Common Stock to be issued pursuant to the Merger have not been registered under the Securities Act of 1933, as amended (“Securities Act”) and are “restricted securities” as that term is defined in SEC Rule 144 promulgated under the Securities Act and must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Each stock certificate or DRS Statement evidencing the Merger Shares shall bear an appropriate restrictive legend in accordance with Rule 144 under the Securities Act.

ARTICLE III.

CLOSING

3.1 Closing Date.  The Closing of the Merger and the consummation of the other transactions contemplated by this Agreement (the “Closing”) shall take place by the remote and electronic exchange of documents upon the satisfaction or waiver of the conditions set forth in ARTICLE VII, ARTICLE VIII and ARTICLE IX of this Agreement, or such other date, time and place as each of the parties hereto may otherwise agree in writing (the “Closing Date”).  Prior to the Closing, the shareholders who will receive shares of SYSX Common Stock as a result of the Merger and the items set forth in the Schedules shall provide SYSX’s legal counsel or transfer agent with share delivery instructions, confirmation of accredited investor status, absence of bad actor disqualifications (to the extent required by SYSX), and such other information and materials as SYSX may reasonably require.

3.2 Execution of Merger Documents.  On the Closing Date, the parties hereto shall cause the Merger to be consummated by filing the Articles of Merger with the Nevada Secretary of State, together with any required or related certificates in such form as required by, and executed in accordance with, the relevant provisions of the NRS.  The Merger shall be effective as of the Effective Time.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES OF SYSX

SYSX represents and warrants to TTM that all of the statements contained in this ARTICLE IV are true as of the date of this Agreement (or, if made as of a specified date, as of such date), or will be true as of the Closing, except as otherwise provided in this Agreement.

4.1 Due Incorporation; Foreign Qualification.  Each of SYSX and MergerSub are corporations duly organized, validly existing and in good standing under the Laws of the State of Nevada, with all requisite power and authority to own, lease and operate their properties and to carry on their businesses as they are presently operated.  True, correct and complete copies of the current Articles of Incorporation and Bylaws of SYSX and MergerSub have been delivered to TTM.  SYSX does not have any wholly or partially owned subsidiaries other than the MergerSub and Sysorex Government Services, Inc. and does not own any economic, voting or management interests in any other Person. SYSX will be the sole shareholder of the MergerSub at Closing.  SYSX is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, does not or would not reasonably be expected to result in a “SYSX Material Adverse Effect.”

4.2 Due Authorization.  SYSX has full power and authority to enter into this Agreement and the Articles of Merger, and to consummate the transactions contemplated hereby and thereby.  The execution, delivery and performance by SYSX of this Agreement has been duly and validly approved and authorized by the Board of Directors of SYSX and no other actions or proceedings on the part of SYSX are necessary to authorize this Agreement, the Articles of Merger or the transactions contemplated hereby and thereby.  SYSX has duly and validly executed and delivered this Agreement.  This Agreement constitutes the legal, valid and binding obligation of SYSX, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or other Laws from time-to-time in effect, which affect creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law).

4.3 Consents; Non-Contravention.  

(a) Except for the filing of the Articles of Merger with the Nevada Secretary of State and filings required by applicable federal and state securities Laws, no Permit, unobtained consent, authorization or approval of, or filing or registration with any Governmental Authority or any other Person not a party to this Agreement, is necessary in connection with the execution, delivery and performance by SYSX and MergerSub of this Agreement, the Articles of Merger or the consummation of the transactions contemplated hereby or thereby, or for the lawful continued operation of TTM following the Effective Time.

(b) Except as would not result in a SYSX Material Adverse Effect as otherwise qualified herein, the execution, delivery and performance by SYSX of this Agreement and the Articles of Merger do not and will not (i) violate any Law; (ii) violate or conflict with, result in a breach or termination of, or constitute a default (or a circumstance which, with or without notice or lapse of time or both, would constitute a default) under any material Contract or Permit; (iii) give any third party any additional right (including a termination right) under, permit cancellation of, or result in the creation of any Lien (except for any Lien for taxes not yet due and payable) upon any of the assets or properties of SYSX under any material Contract to which SYSX is a party or by which SYSX or any of its assets or properties are bound; (iv) permit the acceleration of the maturity of any indebtedness of SYSX or indebtedness secured by SYSX’s assets or properties; (v) violate or conflict with any provision of the current Articles of Incorporation or Bylaws of SYSX; or (vi) result in the activation of any anti-dilution rights or a reset or repricing of any debt or security instrument of any creditor or equity holder of SYSX, except as provided for in this Agreement.

4.4 Capitalization.  The authorized capital stock of SYSX consists of 500,000,000 shares of SYSX Common Stock and 10,000,000 shares of preferred stock.  As of the date of this Agreement, there are 494,311 shares of SYSX Common Stock issued and outstanding and no shares of preferred stock outstanding. SYSX has reserved for issuance the Debt Shares, pledged shares, existing options and other shares of SYSX Common Stock as set forth in Schedule I-B. SYSX has also reserved for issuance, 1,660,000 shares of SYSX Common Stock for SYSX employee stock options and an additional seventeen (17) shares are reserved for issuance pursuant to an existing stock option. SYSX is the sole owner of record and sole beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all of the outstanding equity securities of the MergerSub.  All of the issued and outstanding shares of SYSX Common Stock are validly issued, fully paid and non-assessable and no issuance thereof was subject to preemptive rights.  No shares of SYSX’s Common Stock are subject to any preemptive rights or other similar rights or (i) any Liens or encumbrances suffered or permitted by SYSX; (ii) except as set forth on Schedule II, there are no outstanding debt securities; (iii) other than as contemplated by this Agreement or set forth herein or in the SEC Reports, there are no other outstanding shares of SYSX Common Stock or SYSX capital stock, options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of SYSX Common Stock or capital stock, or contracts, commitments, understandings or arrangements by which SYSX is or may become bound to issue additional shares of SYSX Common Stock or capital stock, options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of SYSX Common Stock or capital stock; (iv) there are no agreements or arrangements under which SYSX is obligated to register the sale of any SYSX Common Stock or any of its capital stock or securities under the Securities Act except as may be set forth in the SEC Reports, in Schedule 12.21 or on Schedule II; (v) there are no outstanding SYSX Shares, capital stock or securities of SYSX that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which SYSX is or may become bound to redeem SYSX Common Stock, capital stock or securities of SYSX; (vi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Merger Shares; (vii) SYSX does not have any stock appreciation rights plans or agreements or any similar plan or agreement, other than its 2018 Equity Incentive Plan; and (viii) there is no dispute as to the class of any shares of SYSX Common Stock, capital stock or securities.

4.5 SEC Reports; Financial Statements.  To its Knowledge, SYSX has filed all reports, schedules, forms, statements and other documents required to be filed by SYSX under the Securities Act and the Exchange Act of 1934, as amended (the “Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as SYSX was required by Law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, including the Form 10-K filed with the SEC on March 29, 2021, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension.  As of their respective dates, to the Knowledge of SYSX, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of SYSX included in the SEC Reports (the “SYSX Financial Statements”) comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing.  Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) (except (i) as may be otherwise indicated in the SYSX Financial Statements or the footnotes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of SYSX on a consolidated basis as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

4.6 Liabilities.  Except as set forth in the SEC Reports or on Schedule II, there are no liabilities of SYSX, whether accrued, absolute, contingent or otherwise, which arose or relate to any transaction of SYSX, its agents or servants occurring prior to the period covered by the SYSX Financial Statements, which are not disclosed by or reflected in the SYSX Financial Statements or this Agreement.  To the Knowledge of SYSX, and except as set forth in the SEC Reports, there are no circumstances, conditions, happenings, events or arrangements, contractual or otherwise, which may hereafter give rise to liabilities, except in the normal course of business of SYSX, or as set forth on Schedule II. The MergerSub has no liabilities.

4.7 Material Changes; Undisclosed Events, Liabilities or Developments.  Except as otherwise set forth on Schedule II or described in the SEC Reports, and except for the transactions contemplated by this Agreement, since the period covered by the SYSX Financial Statements, (i) there has been no event, occurrence or development that has had or that could reasonably be expected, individually or in the aggregate, to result in a SYSX Material Adverse Effect, (ii) SYSX has not incurred any liabilities (contingent or otherwise) other than trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice (and has otherwise disclosed all such liabilities to the parties in writing prior to Closing), (iii) SYSX has not altered its method of accounting, (iv) SYSX has not declared or paid any dividend or made any distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, and (v) SYSX has not issued any equity securities to any officer, director or Affiliate, other than the shares of SYSX Common Stock being issued in connection with the Merger under this Agreement as set forth on Schedule I.  SYSX has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any bankruptcy or similar Law nor does SYSX have any Knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy or similar proceedings.

4.8 Taxes.  All federal, state, foreign, county, and local income, withholding, profits, franchise, occupation, property, sales, use, gross receipts and other taxes (including any interest or penalties relating thereto) and assessments that are due and payable have been duly reported, fully paid and discharged as reported by SYSX, and there are no unpaid taxes which are, or could become a Lien on the properties and assets of SYSX, except as provided for in the SYSX Financial Statements, or have been incurred in the normal course of business of SYSX since that date.  All tax returns of any kind required to be filed have been filed and the taxes thereon paid, and SYSX is not the beneficiary of any extension of time within which to file a tax return other than any extensions of time obtained in the ordinary course of business consistent with past practice.  To the Knowledge of SYSX, there are currently no disputes as to taxes of any nature payable by SYSX and no claim has ever been made in writing by any taxing authority in a jurisdiction where SYSX does not file tax returns that SYSX is or may be subject to tax in that jurisdiction. SYSX has not requested or is the subject of or bound by any private letter ruling, technical advice memorandum, or similar ruling or memorandum with any taxing authority with respect to any tax, nor is any such request outstanding.

4.9 Litigation.  There are no actions, suits, arbitrations, regulatory proceedings or other litigation, proceedings or governmental investigations pending or, to the Knowledge of SYSX, threatened against SYSX or any of its officers or directors in their capacity as such, or any of its properties or businesses, and SYSX does not have any Knowledge of any facts or circumstances that may reasonably be likely to give rise to any of the foregoing other than claims for unpaid debts and trade payables. SYSX is not subject to any order, judgment, decree, injunction, stipulation or consent order of or with any court or Governmental Authority.  SYSX has not entered into any agreement to settle or compromise any proceeding pending or threatened in writing against it that has involved any obligation for which SYSX or its properties or business has any continuing obligation except as set forth in Schedule 4.9.  There are no claims, actions, suits, proceedings, or investigations pending or, to the Knowledge of SYSX, threatened by or against SYSX with respect to this Agreement, the Articles of Merger or in connection with the transactions contemplated hereby or thereby, and SYSX has no reason to believe there is a valid basis for any such claim, action, suit, proceeding or investigation.

4.10 Brokers/Service Providers.  Neither SYSX nor any of their agents or representatives has retained any finder, broker, agent, financial advisor, service provider or other intermediary in connection with the transactions contemplated hereby or thereby this Agreement except for existing agreements in place with Bespoke and Maxim to the extent they may be construed to be applicable to the transactions contemplated hereby or thereby this Agreement.

4.11 Board Approval.  The Board of Directors of SYSX, by unanimous written consent, duly adopted resolutions: (i) approving and declaring advisable this Agreement, the Merger and the transactions contemplated hereby or thereby; (ii) determining that the terms of the Merger are fair to and in the best interests of SYSX and its shareholders; and (iii) adopting this Agreement, which resolutions have not been modified, supplemented or rescinded and remain in full force and effect.

4.12 Disclosure.  All of the disclosures furnished by or on behalf of SYSX to TTM regarding SYSX, its business and the transactions contemplated hereby or thereby this Agreement, including, but not limited to the disclosure schedules to this Agreement, are true and correct and do not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

ARTICLE V.

REPRESENTATIONS OF TTM

TTM represents and warrants to SYSX that all of the statements contained in this ARTICLE V are true as of the date of this Agreement (or, if made as of a specified date, as of such date), or will be true as of the Closing, except as otherwise provided in this Agreement.

5.1 Due Formation; Foreign Qualification.  TTM is a corporation duly organized, validly existing and in good standing under the Laws of the State of Nevada, with all requisite power and authority to own, lease and operate its properties and to carry on its business as it is now presently operated.  True, correct and complete copies of the Articles of Incorporation and Bylaws of TTM have been delivered to SYSX.  TTM has one (1) wholly-owned subsidiary: Down South Hosting LLC, a Delaware limited liability company. Down South Hosting LLC owns a fifty percent (50%) membership interest in Up North Hosting LLC, a New York limited liability company. TTM has no other subsidiaries. Down South Hosting LLC is duly organized, validly existing and in good standing under the Laws of the State of Delaware, with all requisite power and authority to own, lease and operate its properties and to carry on its business as it is now presently operated. True, correct and complete copies of the Certificate of Formation and current Operating Agreement of Down South Hosting LLC have been delivered to SYSX.  Up North Hosting LLC is duly organized, validly existing and in good standing under the Laws of the State of New York, with all requisite power and authority to own, lease and operate its properties and to carry on its business as it is now presently operated. True, correct and complete copies of the Articles of Organization and current Operating Agreement of Up North Hosting LLC have been delivered to SYSX.  TTM and each subsidiary is duly qualified to conduct business and is in good standing as a foreign corporation or limited liability company, as applicable, in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in a “TTM Material Adverse Effect.”

5.2 Due Authorization.  TTM has full power and authority to enter into this Agreement, and the Articles of Merger and to consummate the transactions contemplated hereby and thereby.  The execution, delivery and performance by TTM of this Agreement has been duly and validly approved and authorized by its Board of Directors, and other than the approval by the majority of the shareholders of TTM, no other actions or proceedings on the part of TTM or its subsidiaries are necessary to authorize this Agreement, the Articles of Merger and the transactions contemplated hereby and thereby.  TTM has duly and validly executed and delivered this Agreement.  This Agreement constitutes the legal, valid and binding obligation of TTM enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or other Laws from time-to-time in effect, which affect creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law).

5.3 Consents; Non-Contravention.  

(a) Except for the filing of the Articles of Merger with the Nevada Secretary of State, filings required by applicable federal and state securities Laws, and the requirement to obtain approval of the shareholders of TTM as above, no Permit, consent, authorization or approval of, or filing or registration with any Governmental Authority or any other Person not a party to this Agreement, is necessary in connection with the execution, delivery and performance by TTM of this Agreement or the Articles of Merger or the consummation of the transactions contemplated hereby or thereby.

(b) Except as would not result in a TTM Material Adverse Effect or as otherwise qualified herein, the execution, delivery and performance by TTM of this Agreement and the Articles of Merger do not and will not (i) violate any Law; (ii) violate or conflict with, result in a breach or termination of, or constitute a default (or a circumstance which, with or without notice or lapse of time or both, would constitute a default) under any material Contract or Permit; (iii) give any third party any additional right (including a termination right) under, permit cancellation of, or result in the creation of any Lien (except for any Lien for taxes not yet due and payable) upon any of the assets or properties of TTM or its subsidiaries under any material Contract to which TTM is a party or by which TTM, its subsidiaries, or any of their assets or properties are bound; (iv) permit the acceleration of the maturity of any indebtedness of TTM or indebtedness secured by TTM’s assets or properties; (v) violate or conflict with any provision of the Articles of Incorporation or current Bylaws of TTM; or (vi) result in the activation of any anti-dilution rights or a reset or repricing of any debt or security instrument of any creditor or equity holder of TTM, except as provided for in this Agreement.

5.4 Capitalization.  The authorized shares of TTM consists of one hundred (100) shares of TTM Common Stock.  As of the date of this Agreement, there are issued and outstanding one hundred (100) shares of TTM Common Stock. All of the issued and outstanding shares of TTM Common Stock are validly issued, fully paid and non-assessable and the issuance thereof was not subject to preemptive rights or was issued in compliance therewith.  None of TTM’s Shares are subject to preemptive rights or any other similar rights or (i) any Liens or encumbrances suffered or permitted by TTM; (ii) there are no outstanding debt securities; (iii) there are no outstanding securities or rights convertible into any TTM Shares, or contracts, commitments, understandings or arrangements by which TTM is or may become bound to issue additional TTM Shares; (iv) there are no agreements or arrangements under which TTM is obligated to register the sale of any TTM Shares or any other TTM capital stock or securities under the Securities Act; (v) there are no outstanding TTM Shares, capital stock or securities of TTM that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which TTM is or may become bound to redeem TTM Shares, capital stock or securities of TTM; (vi) there are no TTM Shares, capital stock or securities of TTM or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the SYSX Shares as described in this Agreement; (vii) TTM does not have any member appreciation or participation rights plans or agreements or any similar plans or agreements or any equity incentive plans, and (viii) there is no dispute as to the class of any shares of TTM Common Stock, capital stock or securities. A majority of the shareholders of TTM and the entire Board of Directors of TTM have approved this Agreement, and there are no dissenting or non-approving shareholders.

5.5 Financial Statements.  As of their respective dates, TTM’s financial statements as of and for the period from inception (June 28, 2017) through March 31, 2021 (“TTM’s Financial Statements”) do not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. TTM’s Financial Statements have been prepared in accordance with GAAP (except (i) as may be otherwise indicated in the TTM Financial Statements or the footnotes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of TTM as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

5.6 Liabilities.  To the Knowledge of TTM, there are no circumstances, conditions, happenings, events or arrangements, contractual or otherwise, which may hereafter give rise to liabilities, except in the normal course of business of TTM.

5.7 Material Changes; Undisclosed Events, Liabilities or Developments.  Since the period covered by the TTM Financial Statements, except for the transactions contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to TTM, or its business, prospects, properties, operations, assets or financial condition that would result in a TTM Material Adverse Effect.  TTM has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any bankruptcy or similar Law nor does TTM have any Knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy or similar proceedings.  

5.8 Taxes.  All federal, state, foreign, county, and local income, withholding, profits, franchise, occupation, property, sales, use, gross receipts and other taxes (including any interest or penalties relating thereto) and assessments that are due and payable have been duly reported, fully paid and discharged as reported by TTM, and there are no unpaid taxes which are, or could become a Lien on the properties and assets of TTM, except as provided for in the TTM Financial Statements, or have been incurred in the normal course of business of TTM since that date.  All tax returns of any kind required to be filed have been filed and the taxes thereon paid, and TTM is not the beneficiary of any extension of time within which to file a tax return other than any extensions of time obtained in the ordinary course of business consistent with past practice. To the Knowledge of TTM, there are currently no disputes as to taxes of any nature payable by TTM and no claim has ever been made in writing by any taxing authority in a jurisdiction where TTM does not file tax returns that TTM is or may be subject to tax in that jurisdiction. TTM has not requested or is the subject of or bound by any private letter ruling, technical advice memorandum, or similar ruling or memorandum with any taxing authority with respect to any tax, nor is any such request outstanding.

5.9 Patents and Trademarks.  TTM has, or has rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or material for use in connection with its business and which the failure to do so would result in a TTM Material Adverse Effect (collectively, the “TTM Intellectual Property Rights”).  TTM has not received a notice (written or otherwise) that any of the TTM Intellectual Property Rights used by TTM violate or infringe upon the rights of any Person.  To the Knowledge of TTM, all such TTM Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the TTM Intellectual Property Rights.  TTM has taken reasonable security measures to protect the secrecy, confidentiality and value of all of its intellectual property, except where failure to do so would not, individually or in the aggregate, reasonably be expected to result in a TTM Material Adverse Effect.

5.10 Litigation.  There are no actions, suits, arbitrations, regulatory proceedings or other litigation, proceedings or governmental investigations pending or, to the Knowledge of TTM, threatened against TTM or its Board of Directors or shareholders in their capacity as such, or any of its properties or business, and TTM has no Knowledge of any facts or circumstances that may reasonably be likely to give rise to any of the foregoing.  TTM is not subject to any order, judgment, decree, injunction, stipulation or consent order of or with any court or Governmental Authority.  TTM has not entered into any agreement to settle or compromise any proceeding pending or threatened in writing against it that has involved any obligation for which TTM, or its properties or business has any continuing obligation.  There are no claims, actions, suits, proceedings, or investigations pending or, to the Knowledge of TTM, threatened by or against either TTM with respect to this Agreement, the Articles of Merger or in connection with the transactions contemplated hereby or thereby, and TTM has no reason to believe there is a valid basis for any such claim, action, suit, proceeding or investigation.

5.11 Real Property and Personal Property Matters.

(a) Real Estate. TTM’s wholly owned subsidiary Down South Hosting LLC owns fifty percent (50%) of Up North Hosting LLC, the owner of the real property data center located at 4922 IDA Park Drive, Lockport, NY 14094. BWP Holdings LLC, a New York limited liability company, owns the other fifty percent (50%) of Up North Hosting through a series of wholly owned limited liability companies. TTM and BWP Holdings LLC have the right to use the data center pursuant to a Property Use Agreement. Several tenants lease space at the data center from Up North Hosting LLC.

(b) Personal Property. TTM and/or its subsidiary Down South Hosting LLC by its fifty percent (50%) ownership interest in Up North Hosting (or otherwise) has good and valid title to all personal property reflected in TTM’s Financial Statements, or acquired after December 31, 2018, including the asset lists of graphics cards, servers, and other computer equipment provided to SYSX. All such personal property is free and clear of any Liens. Neither TTM nor Down South Hosting LCC by its fifty percent (50%) ownership interest in Up North Hosting (or otherwise) lease personal property except in accordance with the Purchase Order entered into with CoreWeave, Inc. on April 1, 2021.

(c) Condition. The buildings, plants, structures, furniture, fixtures, machinery, equipment, and other items of personal property of TTM and its subsidiaries are structurally sound, are in good operating condition and repair, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, and other items of personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost.

5.12 Compute Power. TTM owns and currently operates approximately 400 gigahash of compute capacity primarily for the mining of Ethereum and/or other cryptocurrencies.

5.13 Title and Sufficiency of Assets. TTM has valid title to, a valid leasehold interest in, or a valid license of or right to use, all of the assets which are purported to be owned, leased or licensed by it or its subsidiaries, in each case free and clear of all Liens. The buildings, plants, structures, furniture, fixtures, machinery, equipment, and other items of personal property currently owned or leased by TTM, together with all other properties and assets of TTM, are sufficient for the continued conduct of TTM’s business after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the business of TTM as currently conducted and as proposed to be conducted.

5.14 Review of SYSX SEC Reports. TTM has reviewed the SYSX SEC Reports, including the Annual Report on Form 10-K filed with the SEC on March 29, 2021, and all recent Current Reports on Form 8-K and have had an opportunity to ask questions, review documents, and discuss with independent advisors as deemed appropriate prior to signing this Agreement.

5.15 Export/Import Compliance. TTM and its subsidiaries are in compliance with all Export/Import Laws and TTM has no Knowledge of any facts or circumstances and has not received any written claim from any Governmental Authority, employee or other Person, indicating that it is not in compliance with any export/import Laws or the terms or conditions of any permits relating to the export or import of any items (commodities, software, technology, cryptocurrency or other digital assets or tokens).

5.16 FCPA. Neither TTM nor any agent, employee, shareholder, officer, director or affiliate of TTM, has taken any action, directly or indirectly, that would result in: (i) a violation by such Persons of the Foreign Corrupt Practices Act of 1977, as amended, 15. U.S.C. § 78dd-2, and the rules and regulations thereunder (the “FCPA”), including without limitation making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA; or (ii) a violation by such Persons of any other applicable Law relating to bribery or corruption (the “Anti-Corruption Laws”). TTM has conducted its business in compliance with the FCPA and the Anti-Corruption Laws. Neither TTM nor any agent, employee, shareholder, officer, director or affiliate of TTM has paid, offered or promised to pay, or authorized the payment directly or indirectly, of any monies or anything of value on behalf of TTM to any national, provincial, municipal or other government official or employee (including any official or employee of any directly or indirectly government-owned or controlled entity) or any political party or candidate for political office for the purpose of influencing any act or decision of such official or of any Governmental Authority to obtain or retain business, or direct business to any Person. Neither TTM nor, to TTM’s Knowledge, any agent, employee, shareholder, officer, director or affiliate, directly or indirectly, has on behalf of or with respect to TTM, (i) made any unlawful domestic or foreign political contributions, (ii) made any payment or provided services which were not legal to make or provide or which TTM or any such Person should reasonably have known were not legal for the payee or the recipient of such services to receive, (iii) received any payment or any services which were not legal for the payer or the provider of such services to make or provide, (iv) had any material transactions or payments which are not recorded in its accounting books and records or (v) had any off-book bank or cash accounts.

5.17 Anti-Money Laundering/International Trade Law Compliance. Neither TTM either directly or through a third party acting on its behalf, nor any of its employees, shareholders, officers, directors or affiliates nor, to TTM’s Knowledge, any other individuals associated with the TTM (i) has or has had any of its assets in a “Sanctioned Country” (as defined below) or in the possession, custody or control of a Sanctioned Person, (ii) does or has done business with or derives or has derived any of its operating income from investments in or transactions with any “Sanctioned Person” (as defined below), (iii) uses or has used any of its assets to fund any operations in, finance any investments or activities in, or make any payments to, a Sanctioned Person or a Sanctioned Country or (iv) is or was in violation of the Laws of the United States or any other applicable Law, including, without limitation, any Anti-Corruption/Terrorism Law. Further, TTM has instituted and maintains appropriate policies, procedures and internal controls designed to ensure continued compliance with such Laws. The Merger Shares will not be used to fund any operations in, finance any investments or activities in, or make any payments to, a Sanctioned Country or Sanctioned Person in violation of any Law, order or directive enforced by any Governmental Authority. “Sanctions Program” means all economic or financial sanctions or trade embargoes imposed or any other sanctions programs, administered or enforced from time to time by (A) the U.S. Government, or (B) the United Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom or other relevant sanctions authority. “Sanctioned Person” means, at any time, (A) any Person subject to or listed as a designated Person under any Sanctions Program, (B) any Person operating, organized or resident in a Sanctioned Country or (C) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (A) or (B). “Sanctioned Country” means, at any time, a country, region or territory which is itself the subject or target of any “Sanctions Program.”

5.18 Compliance. TTM and its subsidiaries have been and are in compliance with (i) all applicable articles of incorporation and Bylaws, each as amended to date (collectively, the “Charter Documents”), and (ii) all Laws or orders applicable to TTM or its subsidiaries or by which TTM, its subsidiaries or its business or any of its assets may be bound. No Governmental Authority has issued any notice or notification in writing stating that TTM or any of its subsidiaries is not in compliance with any Law or order. There are no governmental inquiries or investigations or internal investigations pending or, to TTM’s Knowledge, threatened, and to TTM’s Knowledge, there are no facts or circumstances that could form the basis for any such investigation or violation.

5.19 No Token Offerings. TTM has not engaged in an offering of digital coins or tokens. TTM’s business has been primarily limited to mining Ethereum and TTM has also mined GRIN, Ethereum Classic and other similar cryptocurrencies from time-to-time.

5.20 Brokers/Service Providers.  Except for Bespoke, neither TTM nor any of their agents or representatives has retained any finder, broker, agent, financial advisor, business advisor, service provider or other intermediary in connection with the transactions contemplated hereby or thereby this Agreement.

5.21 Board and Shareholder Approval.  The Board of Directors by unanimous written consent and the shareholders of TTM, by majority written consent, duly adopted resolutions: (i) approving and declaring advisable this Agreement, the Merger and the transactions contemplated hereby or thereby; (ii) determining that the terms of the Merger are fair to and in the best interests of TTM and its shareholders; and (iii) adopting this Agreement, which resolutions have not been modified, supplemented or rescinded and remain in full force and effect.

5.22 Disclosure(s).  All of the disclosures furnished by or on behalf of TTM to SYSX regarding TTM, its businesses and the transactions contemplated hereby, including the disclosure schedules to this Agreement, are true and correct and do not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

ARTICLE VI.

COVENANTS

6.1 Implementing Agreement.  Subject to the terms and conditions hereof, each party hereto shall use its commercially reasonable efforts to take, or cause to be taken, all appropriate action required of it to consummate and make effective the transactions contemplated by this Agreement, including, but not limited to, the filing of the Current Report on Form 8-K with the SEC as set forth below in Section 6.9.

6.2 Access to Information and Facilities; Confidentiality.  

(a) From and after the date of this Agreement, SYSX shall allow TTM and its representatives access during normal business hours to all of the facilities, properties, books, Contracts, commitments and records of SYSX and shall make the officers and employees of SYSX available to TTM and the MergerSub and their representatives as either party or its representatives shall from time-to-time reasonably request.  TTM and its representatives shall be furnished with any and all information concerning SYSX, which TTM or its representatives reasonably request and can be obtained by SYSX without unreasonable effort or expense.

(b) From and after the date of this Agreement and until Closing, TTM shall allow SYSX and its representatives access during normal business hours to all of the facilities, properties, books, Contracts, commitments and records of TTM and shall make the Board of Directors and employees of TTM available to SYSX or its representatives as SYSX or its representatives shall from time-to-time reasonably request.  SYSX and its representatives shall be furnished with any and all information concerning TTM, which SYSX or its representatives reasonably request and can be obtained by TTM without unreasonable effort or expense.

(c) With respect to the information disclosed pursuant to this Section 6.2, the parties shall maintain the confidentiality of any material non-public information, confidential or proprietary information furnished by the other party.

6.3 Preservation of Business.  Subject to the terms of this Agreement, from the date of this Agreement until the Closing Date, each of SYSX, TTM, and MergerSub, as the case may be, shall operate only in the ordinary and usual course of business consistent with past practice, and shall use reasonable commercial efforts to: (i) preserve intact its present business organization, as the case may be; (ii) preserve the good and advantageous relationships of SYSX, TTM, and the MergerSub, as the case may be, with employees and other Persons material to the operation of their respective businesses; and (iii) not permit any action or omission within its control, which would cause any of the representations or warranties of SYSX, TTM, or the MergerSub, as the case may be, contained herein to become inaccurate in any material respect or any of the covenants of SYSX, TTM, or the MergerSub, as the case may be, to be breached in any material respect.

6.4 Conduct of Business.  From and after the date of execution of this Agreement and prior to the Effective Date, neither SYSX, TTM, nor MergerSub shall engage in any extraordinary action affecting the transactions contemplated hereby or thereby this Agreement without the other party or parties’ prior written consent, including, without limitation the following:  (i) SYSX shall not issue any equity securities or rights or enter into agreements to purchase or create instruments convertible into any equity securities of SYSX including SYSX Common Stock other than as contemplated by Schedule I and Schedule II (issuances to occur contemporaneously with Closing) or as otherwise referenced herein; (iii) neither SYSX, TTM nor MergerSub shall pay any dividends or redeem any securities; (iv) neither SYSX, TTM, nor MergerSub shall borrow any funds or incur any debt or other obligations except as set forth on Schedule II; and (v) no party hereto shall take any action which would have a Material Adverse Effect on the proposed Merger.

6.5 Certain Notices.  From and after the date of this Agreement until the Effective Time, each party hereto shall promptly notify the other party hereto of: (i) the occurrence or non-occurrence of any event that would be likely to cause any condition to the obligations of any party to effect the Merger and the other transactions contemplated hereby or thereby this Agreement not to be satisfied; or (ii) the failure of SYSX, TTM, or MergerSub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement that would reasonably be expected to result in any condition to the obligations of any party to effect the Merger and the other transactions contemplated hereby or thereby this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.5 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

6.6 Consents and Approvals.

(a) SYSX shall use commercially reasonable efforts to obtain all consents, approvals, certificates and other documents required in connection with the performance by it of this Agreement and the consummation of the transactions contemplated hereby or thereby.  SYSX shall make all filings, applications, statements and reports to all Governmental Authorities and other Persons that are required to be made prior to the Closing Date by or on behalf of SYSX pursuant to Applicable Law or otherwise in connection with this Agreement and the transactions contemplated hereby or thereby.

(b) TTM shall use commercially reasonable efforts to obtain all consents, approvals, certificates and other documents required in connection with the performance by it of this Agreement and the consummation of the transactions contemplated hereby or thereby.  TTM shall make all filings, applications, statements and reports to all Governmental Authorities and other Persons that are required to be made prior to the Closing Date by or on behalf of TTM pursuant to Applicable Law or otherwise in connection with this Agreement and the transactions contemplated hereby or thereby.

6.7 Shareholder Approval.  At Closing, TTM shall have obtained the written approval of a majority of the shareholders of TTM (in accordance with its Bylaws) for the Merger and this Agreement, and the transactions contemplated hereby or thereby.

6.8 Supplemental Information.  From time-to-time after the signing of this Agreement and prior to the Closing, SYSX, on the one hand, and TTM, on the other hand, shall promptly disclose in writing to the other any matter hereafter arising which, if existing, occurring or known at the date of this Agreement would have been required to be disclosed to the other parties hereto or which would render inaccurate any of the representations, warranties or statements set forth in ARTICLE IV and ARTICLE V, respectively, hereof.

6.9 Tax-Free Treatment.  

(a) SYSX, TTM, and MergerSub shall use their commercially reasonable efforts and cause their respective affiliates to use their commercially reasonable efforts, to take or cause to be taken any action necessary for the Merger to qualify as a tax-free exchange under Section 368(a)(1)(A) and Section 368(a)(2)(E) of the Code.  Neither SYSX, TTM, nor MergerSub shall, nor shall they permit any of their respective representatives or Affiliates to, take or cause to be taken any action that could reasonably be expected to prevent the Merger from qualifying as a tax-free exchange under Section 368(a)(1)(A) and Section 368(a)(2)(E) of the Code; provided that no party shall be in breach of this Section 6.9 by virtue of the taking or failure to take any action that is expressly set forth in or contemplated by this Agreement and the transactions contemplated hereby and thereby.

(b) This Agreement is intended to constitute, and the parties hereto hereby adopt this Agreement as, an exchange of property in exchange solely for stock of SYSX, and with the prior owners of TTM obtaining “control” of SYSX within the meaning of Treasury Regulation Sections 1.351-1 and Section 3.68(c) of the Code.  Except as otherwise required by Law, each of SYSX, TTM, and MergerSub shall report the Merger as an exchange within the meaning of Section 368(a)(1)(A) and Section 368(a)(2)(E) of the Code, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code.

(c) Notwithstanding the foregoing, neither TTM or SYSX, nor any representative of, or legal counsel, adviser, or consultant for, TTM or SYSX, warrants that the Merger will qualify as a tax-free exchange under any Section of the Code, or that any party to the transactions contemplated by this Merger Agreement will not recognize taxable income in connection with such transactions.

6.10 Exclusive Dealing.  From the date of this Agreement until Closing or termination hereof pursuant to Section 11.1, SYSX shall not, directly or indirectly, through any representative or otherwise, solicit, negotiate with or in any manner encourage, discuss or accept any proposal of any other Person relating to the acquisition of SYSX, SYSX Common Stock, capital stock or securities, or SYSX assets or business, in whole or in part, whether through direct purchase, merger, consolidation, or other business combination.

6.11 Status at Closing.  At Closing, (i) SYSX will have unpaid liabilities, and (ii) may have arrangements for the issuance or grant(s) of options, warrants, or other instruments convertible into SYSX Common Stock, capital stock or securities, or which would grant certain rights as referenced herein.

6.12 Cancellation of Indebtedness.  At Closing, SYSX shall obtain documentation evidencing the cancellation of the indebtedness as set forth on Schedule II.

6.13 Reporting Requirements.  At Closing, SYSX shall be current in its reporting requirements pursuant to Section 13 or Section 15(d) of the Exchange Act and each of the officers, directors, and applicable shareholders of SYSX shall be current in the filing of reports required pursuant to Section 16(a), 13(d), and/or 13(g) of the Exchange Act.

6.14 OTC Markets Quotation. At Closing, SYSX must maintain the quotation of its common stock on OTCQB.

6.15 Shares Outstanding. At Closing, SYSX shall have the shares outstanding in the amounts set forth on the “Capitalization Table” attached hereto as Schedule I.

6.16 Payment of Debts.  SYSX has significant outstanding debts and unpaid liabilities as described in the SEC Reports and SEC Financial Statements. In connection with the Merger, certain debts set forth on Schedule II will be cancelled in exchange for issuance of SYSX Common Stock. Other debts listed on Schedule II may need to be settled or paid following the Closing. TTM acknowledges and understands that SYSX does not currently have the financial ability to pay its debts.

6.17 Employee Options. On the condition of and promptly after the Closing, SYSX will use its best efforts to amend the SYSX 2018 Equity Incentive Plan and grant options thereunder to employees of its subsidiary, Sysorex Government Services, Inc., in the aggregate amount set forth in Schedule III.

6.18 Change of Management.  Upon and as a condition of Closing this Agreement, the Board of Directors of SYSX shall approve and appoint Wayne Wasserberg as Chief Executive Officer, President and as a director of SYSX. Prior to Closing, Mr. Wasserberg will provide SYSX with an executed questionnaire confirming he is not disqualified as a “Bad Actor” as defined by Regulation D of the Securities Act of 1933, as amended. Within thirty (30) days after the Closing, Nadir Ali shall resign from the Board of Directors of SYSX.

6.19 TTM Financial Statements. TTM shall have completed its audited financial statements for the periods required by SYSX’s auditor within Seventy-Five (75) days of the Closing and SYSX shall file the same with the SEC in a Current Report on Form 8-K, as required by Rule 3-05 and Article 11 of Regulation S-X under the Securities Act.

ARTICLE VII.

CONDITIONS PRECEDENT TO OBLIGATIONS OF TTM

The obligations of TTM under this Agreement are subject to the satisfaction (or waiver by TTM) of the following conditions precedent on or before the Closing Date:

7.1 Representations and Warranties.  Without supplementation after the date of this Agreement, the representations and warranties of SYSX contained in this Agreement shall be, with respect to those representations and warranties qualified by any materiality standard, true and correct in all respects as of the Closing Date, and with respect to all other representations and warranties, true and correct in all material respects as of the Closing Date, with the same force and effect as if made as of the Closing Date.

7.2 Compliance with Agreements and Covenants.  SYSX shall have performed and complied in all material respects with all covenants, obligations and agreements contained in this Agreement to be performed and complied with by SYSX on or prior to the Closing Date.

7.3 Officer’s Certificate.  TTM shall have been furnished with a certificate (dated as of the Closing Date and in form and substance reasonably satisfactory to TTM and its counsel), executed by an executive officer of SYSX, certifying to the fulfillment of the conditions specified in Sections 7.1 and 7.2 hereof.

7.4 Consents and Approvals.  TTM shall have received written evidence satisfactory to TTM that all consents and approvals required for the consummation of the transactions contemplated hereby or thereby have been obtained, and all required filings pertaining to this Agreement and the transactions contemplated hereby or thereby have been made.

7.5 No SYSX Material Adverse Effect.  At the Closing Date, there shall have been no SYSX Material Adverse Effect. Between the date of this Agreement and the Closing Date, there shall not have occurred an event that would reasonably be expected to result in a SYSX Material Adverse Effect.

7.6 Actions or Proceedings.  No action or proceeding by any Governmental Authority or other Person shall have been instituted or threatened which: (i) is likely to constitute a SYSX Material Adverse Effect; or (ii) could enjoin, restrain or prohibit, or could result in substantial damages in respect of, any provision of this Agreement or the consummation of the transactions contemplated hereby.

7.7 Restricted Shares.  TTM shall be satisfied that the issuance of the shares of SYSX Common Stock in connection with the Merger shall be exempt from registration under Regulation D Rule 506(b), as promulgated under Section 4(a)(2) of the Securities Act and all applicable state securities Laws.

7.8 Reporting Requirements. Prior to and at Closing, SYSX shall be current in its reporting requirements pursuant to Section 13 or Section 15(d) of the Exchange Act and that each of the officers, directors, and applicable shareholders would be current in the filing of reports required pursuant to Section 16(a), 13(d), and/or 13(g) of the Exchange Act.

7.9 OTC Quotation.  SYSX must maintain the quotation of its common stock on OTCQB.

7.10 Approval of Merger or Exchange. The MergerSub shall have approved this Agreement and the Merger contemplated hereby in accordance with the NRS.

7.11 Approval of Final Schedules. All schedules attached to this Agreement shall be delivered in final form and reasonably acceptable to TTM and may only be amended by written agreement of the parties.

ARTICLE VIII.

CONDITIONS PRECEDENT TO OBLIGATIONS OF SYSX

The obligations of SYSX under this Agreement are subject to the satisfaction (or waiver by SYSX) of the following conditions precedent on or before the Closing Date:

8.1 Representations and Warranties.  Without supplementation after the date of this Agreement, the representations and warranties of TTM contained in this Agreement shall be, with respect to those representations and warranties qualified by any materiality standard, true and correct in all respects as of the Closing Date, and with respect to all other representations and warranties, true and correct in all material respects as of the Closing Date, with the same force and effect as if made as of the Closing Date.

8.2 Compliance with Agreements and Covenants.  TTM shall have performed and complied in all material respects with all covenants, obligations and agreements contained in this Agreement to be performed and complied with by TTM on or prior to the Closing Date.

8.3 Officer’s Certificate.  SYSX shall have been furnished with a certificate dated as of the Closing Date and in form and substance reasonably satisfactory to SYSX, executed by the President of TTM, certifying to the fulfillment of the conditions specified in Sections 8.1 and 8.2 hereof.

8.4 Consents and Approvals.  SYSX shall have received written evidence satisfactory to SYSX that all consents and approvals, including written approval of the majority of the shareholders of TTM, required for the consummation of the transactions contemplated hereby or thereby have been obtained by TTM, and all required filings have been made pertaining to this Agreement and the transactions contemplated hereby or thereby.

8.5 No TTM Material Adverse Effect.  At the Closing Date, there shall have been no TTM Material Adverse Effect. Between the date of this Agreement and the Closing Date, there shall not have occurred an event that would reasonably be expected to result in a TTM Material Adverse Effect.  

8.6 Actions or Proceedings.  No action or proceeding by any Governmental Authority or other Person shall have been instituted or threatened which: (i) is likely to constitute a TTM Material Adverse Effect; or (ii) could enjoin, restrain or prohibit, or could result in substantial damages in respect of, any provision of this Agreement or the consummation of the transactions contemplated hereby or thereby.

8.7 Approval of Merger or Exchange.  The MergerSub shall have approved this Agreement and the Merger contemplated hereby in accordance with the NRS.

8.8 Approval of Final Schedules. All schedules attached to this Agreement shall be delivered in final form and reasonably acceptable to SYSX and may only be amended by written agreement of the parties.

ARTICLE IX.

DELIVERABLES AT CLOSING

9.1 SYSX Closing Deliverables.  At the Closing, in addition to any other documents or agreements required under this Agreement, SYSX shall deliver to TTM the following:

(a) Resolutions of the Board of Directors of SYSX approving and authorizing the execution, delivery and performance of this Agreement, the consummation of the transactions contemplated hereby or thereby, including the Merger;

(b) The certificate required pursuant to Section 7.3 hereof;

(c) The executed Articles of Merger;

(d) Documentation sufficient to confirm the cancellation of indebtedness as set forth on Schedule II;

(e) Irrevocable instructions directing SYSX’s transfer agent, immediately following the filing of the Articles of Merger, to issue the stock certificates or DRS Statements representing the Merger Shares to the TTM shareholders;

(f) Resolutions of all of the members of the Board of Directors and a majority of the shareholders of the MergerSub approving and authorizing the execution, delivery and performance of this Agreement, the consummation of the transactions contemplated hereby or thereby, including the Merger; and

(g) All other instruments and documents that TTM or its counsel, in the reasonable exercise of their reasonable discretion, shall deem to be necessary: (i) to fulfill any obligation required to be fulfilled by SYSX on the Closing Date; and (ii) to evidence satisfaction of any conditions to Closing.

9.2 TTM and MergerSub Closing Deliverables.  At the Closing, in addition to any other documents or agreements required under this Agreement, TTM shall deliver to SYSX the following:

(a) Resolutions of all of the members of the Board of Directors and a majority of the shareholders of TTM approving and authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and thereby, including the Merger;

(b) The certificate required pursuant to Section 8.3 hereof;

(c) The executed Articles of Merger;

(d) Duly cancelled certificates representing all of the outstanding shares of TTM or such other document evidencing the cancellation of the TTM shares and a stock certificate of TTM in the name of SYSX representing the shares that MergerSub converted and exchanged pursuant to Section 2.1(b);

(e) A certificate stating that TTM is not and has not been a “United States real property holding corporation” as defined in section 897(c) of the Code for the period described in section 897(c)(1)(A)(ii) of the Code, which certificate shall be in accordance with the requirements of sections 1.897-2(h)(2) and 1.1445-2(c)(3) of the United States Treasury Regulations;

(f) A copy of the signed engagement letter of Friedman LLP agreeing to act as the auditor of SYSX and to complete the audit of the TTM Financial Statements;

(g) A copy of the signed engagement letter of Armanino LLP agreeing to provide accounting services to SYSX and to assist with the audit of the TTM Financial Statements; and

(h) All other instruments and documents that SYSX or its counsel, in the reasonable exercise of their reasonable discretion, shall deem to be necessary: (i) to fulfill any obligation required to be fulfilled by TTM on the Closing Date; and (ii) to evidence satisfaction of any conditions to Closing.

ARTICLE X.

MUTUAL INDEMNIFICATION

10.1 Indemnification.

(a) SYSX covenants and agrees to defend, indemnify and hold harmless TTM its directors(s), shareholders, and each Person who controls TTM within the meaning of the Securities Act from and against any damages (including reasonable attorneys’, accountants’, and experts’ fees, disbursements of counsel, and other related costs and expenses) arising out of or resulting from: (i) any inaccuracy in or breach of any representation or warranty made by SYSX in this Agreement; or (ii) the failure of SYSX to perform or observe fully any covenant, agreement, provision or condition to be performed or observed by it pursuant to this Agreement.

(b) TTM covenants and agrees to defend, indemnify and hold harmless SYSX and its officers, directors, and each Person who controls SYSX within the meaning of the Securities Act from and against any damages (including reasonable attorneys’, accountants’, and experts’ fees, disbursements of counsel, and other related costs and expenses) arising out of or resulting from: (i) any inaccuracy in or breach of any representation or warranty made by TTM in this Agreement; or (ii) the failure by TTM to perform or observe fully any covenant, agreement, provision or condition to be performed or observed by it pursuant to this Agreement.

10.2 Third-Party Claims.

(a) If any party entitled to be indemnified pursuant to Section 10.1 (an “Indemnified Party”) receives notice of the assertion by any third party of any claim or of the commencement by any such third Person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any Governmental Authority or arbitrator and an appeal from any of the foregoing (any such claim or Action being referred to herein as an “Indemnifiable Claim”) with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; provided, that the failure to provide such notice shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunder, except to the extent that any damages directly resulted or were caused by such failure.

(b) The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that (i) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (ii) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent.  So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld.

(c) If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake the defense of the Indemnifiable Claim described therein, the Indemnified Party shall have the right to contest, settle, or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, that the Indemnified Party shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claim.

10.3 Indemnification Non-Exclusive.  The foregoing indemnification provisions are in addition to, and not in derogation of, any statutory, equitable, or common-law remedy any party may have for breach of representation, warranty, covenant or agreement.

10.4 Right to Additional Shares. In the event of a breach under Section 4.7 of this Agreement, which is discovered within a period of one (1) year from the Effective Time, and confirmed by the Board of Directors of SYSX in its sole and absolute discretion, the holders of the Merger Shares shall, subject to approval of the Board of Directors of SYSX, which may be withheld in its sole and absolute discretion, have a right to receive additional SYSX Shares. The number of additional SYSX Shares shall be determined by reference to the amount of any actual liabilities, fees or damages (“Damages”) incurred by such breach (e.g., discovery of additional indebtedness not included in Schedule II or otherwise disclosed in this Agreement) in an amount that shall be reasonably determined by the Board of Directors in its sole and absolute discretion. In the event that the Board of Directors determines that a qualifying breach has occurred, and has determined the monetary value of such Damages, the Board of Directors may, but is not required to, approve the issuance of the number of shares of SYSX Common Stock equal to the Damages divided by the twenty (20) day volume weighted average price (the “VWAP”) of SYSX Common Stock measured from the issuance date of such SYSX Shares. Such SYSX Common Stock shall thereafter, subject to approval of the Board of Directors, be distributed on a pro-rata basis to the holders of the Merger Shares set forth on Schedule I-C hereto (whether or not they hold any shares at the time of any such issuance).

ARTICLE XI.

TERMINATION

11.1 Agreement Termination.  Anything herein or elsewhere to the contrary notwithstanding, this Agreement may be terminated, and the Merger contemplated hereby may be abandoned at any time prior to the Closing Date, only as follows:

(a) by mutual written agreement of TTM and SYSX; or

(b) by TTM (if TTM is not then in material breach of its obligations under this Agreement) if: (i) a material default or breach shall be made by SYSX with respect to the due and timely performance of any of its covenants and agreements contained herein and such default is not cured within thirty (30) days; (ii) SYSX makes an amendment or supplement to any schedule hereto and such amendment or supplement reflects a SYSX Material Adverse Effect after the date of this Agreement; (iii) a SYSX Material Adverse Effect shall have occurred after the date of this Agreement; or (iv) the Board of Directors of SYSX withdraws its recommendation of the Merger, if given, or recommends to holders of SYSX Common Stock the approval of any transaction other than the Merger; or

(c) by SYSX (if SYSX is not then in material breach of its obligations under this Agreement) if: (i) a material default or breach shall be made by TTM with respect to the due and timely performance of any of its covenants and agreements contained herein and such default is not cured within thirty (30) days; (ii) TTM makes an amendment or supplement to any schedule hereto and such amendment or supplement reflects a TTM Material Adverse Effect after the date of this Agreement; (iii) a TTM Material Adverse Effect shall have occurred after the date of this Agreement; or (iv) the Board of Directors of TTM withdraws its recommendation of the Merger, if given, or recommends to the shareholders of TTM the approval of any transaction other than the Merger.

11.2 Effect of Termination.  In the event a termination of this Agreement is authorized pursuant to Section 11.1 hereof, written notice thereof shall be given to the other parties and all obligations of the parties shall terminate and, except as otherwise provided in this Section 11.2, no party shall have any right against any other party hereto for any loss, damage, expense (including out-of-pocket expenses) or liability, including, without limitation, reasonable attorneys’ fees and disbursements arising out of the preparation and execution of this Agreement, fulfilling in whole in part its obligations under this Agreement or otherwise incurred by a party in any action or proceeding between such party and the other party hereto or between such party and a third party, which is determined to have been sustained, suffered or incurred by a party and to have arisen from or in connection with an event or state of facts which is subject to claim under this Agreement.

ARTICLE XII.

MISCELLANEOUS

12.1 Certain Definitions.  As used herein, the following terms shall have the meanings set forth below:

“Affiliate” shall mean any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act.

“Applicable Law” shall mean all Laws, to the extent applicable to any Person.

“Bespoke” shall mean Bespoke Growth Partners, Inc., a Delaware corporation.

“Chicago Ventures” shall mean Chicago Venture Partners, L.P., a Utah limited partnership.

“Contract” shall mean any contract, lease, commitment or understanding, sales order, purchase order, agreement, indenture, mortgage, note, bond, instrument or license, whether written or verbal, which is intended or purports to be a binding and enforceable agreement.

“First Choice” shall mean First Choice International Company, Inc., a Delaware corporation.

“Form 10-K” shall mean the 10-K of Sysorex for the year ended December 31, 2021 filed with the SEC on March 29, 2021.

“Governmental Authority” shall mean: (i) the government of the United States: (ii) the government of any foreign country; (iii) the government of any state or political subdivision of the government of the United States or the government of any foreign country; or (iv) any entity, body or authority exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. “Governmental Authorities” shall mean any one or more of the above.

“Inpixon” shall mean Inpixon, a Nevada corporation.

“Knowledge” shall mean, as it relates to a Person, the actual Knowledge of that Person or its chief executive officer or managing member(s), in each case upon reasonable inquiry.

“Law(s)” shall mean any law, statute, regulation, ordinance, rule, order, decree, judgment, consent decree, settlement agreement or governmental requirement enacted, promulgated, entered into, agreed or imposed by any Governmental Authority.

“Lien” shall mean any mortgage, lien, charge, restriction, pledge, security interest, option, lease or sublease, claim, right of any third party, easement, encroachment or encumbrance upon any of the assets or properties of any Person.

“Maxim” shall mean Maxim Group LLC.

“Permit” shall mean a permit, license, registration, certificate of occupancy, approval or other authorization issued by any Governmental Authority.  

“Person” shall mean any corporation, proprietorship, firm, partnership, limited partnership, trust, association, individual or other entity.

“SEC” shall mean the U.S. Securities and Exchange Commission.

“Systat” shall mean Systat Software, Inc., a Delaware corporation.

“SYSX Material Adverse Effect” shall mean any change or effect that is, or is reasonably likely to be, materially adverse to the business, assets and liabilities (taken together), financial condition or operations or results of operations of SYSX and its subsidiaries, taken as a whole; provided, however, that none of the following shall be deemed (either alone or in combination) to constitute such a change or effect: (a) (i) any adverse change attributable to the announcement or pendency of the transactions contemplated hereby or thereby this Agreement; or (ii) any adverse change attributable to or conditions generally affecting (A) the information technology industry as a whole; (B) the United States economy or financial markets in general; or (C) any foreign economy or financial markets in any location where SYSX has material operations or sales; (b) any act or threat of terrorism or war anywhere in the world, any armed hostilities or terrorist activities anywhere in the world, any threat or escalation of armed hostilities or terrorist activities anywhere in the world, or any governmental or other response or reaction to any of the foregoing; or (c) any action by SYSX approved or consented to in writing by TTM.

“TTM Material Adverse Effect” shall mean any change or effect that is, or is reasonably likely to be, materially adverse to the business, assets and liabilities (taken together), financial condition or operations or results of operations of TTM; provided, however, that none of the following shall be deemed (either alone or in combination) to constitute such a change or effect: (a)(i) any adverse change attributable to the announcement or pendency of the transactions contemplated hereby or thereby this Agreement; or (ii) any adverse change attributable to or conditions generally affecting the United States economy or financial markets in general; (b) any act or threat of terrorism or war anywhere in the world, any armed hostilities or terrorist activities anywhere in the world, any threat or escalation of armed hostilities or terrorist activities anywhere in the world, or any governmental or other response or reaction to any of the foregoing; or (c) any action by TTM approved or consented to in writing by SYSX.

12.2 Other Definitions.  In addition to the terms set forth in Section 12.1 and elsewhere in this Agreement, each of the following terms is defined in the section set forth opposite such term, however, this Section 12.2 may not include all defined terms appearing within this Agreement or all of the precise locations where such terms may be further defined:

12.3 Expenses.  Except as otherwise expressly provided herein, each party hereto shall bear its own expenses with respect to this Agreement and the transactions contemplated hereby.

12.4 Amendment.  This Agreement may only be amended, modified or supplemented pursuant to a written agreement signed by each of the parties hereto.

12.5 Survival of Representations and Warranties.  All covenants, representations and warranties made herein shall survive the making of this Agreement and shall continue in full force and effect for a period of one (1) year from the Effective Time, at the end of which period no claim may be made with respect to any such covenant, representation, or warranty unless such claim shall have been asserted in writing to the indemnifying party during such period.

12.6 Press Release; Public Announcements.  The parties shall neither issue any press release nor make any other public announcements in respect of this Agreement or the transactions contemplated herein without prior consultation and written approval by the other party as to the form and content thereof, which approval shall not be unreasonably withheld. Notwithstanding the foregoing, any party may make any disclosure that its counsel advises is required by the SEC, Applicable Law or regulation, in which case the other party shall be given such reasonable advance notice as soon as practicable under the circumstances, and the parties shall use their best efforts to cause a mutually agreeable press release and/or public announcement to be issued.

12.7 Notices.  Any notice, demand, request, waiver or other communication required or permitted to be given pursuant to this Agreement must be in writing (including electronic format) and will be deemed by the parties to have been received: (i) upon delivery in person (including by reputable express courier service) at the address set forth below; (ii) upon delivery by electronic mail (as verified by a printout showing satisfactory transmission) at the electronic mail address set forth below (if sent on a business day during normal business hours where such notice is to be received and if not, on the first (1^st) business day following such delivery where such notice is to be received); or (iii) upon three (3) business days after mailing with the United States Postal Service if mailed from and to a location within the continental United States by registered or certified mail, return receipt requested, addressed to the address set forth below.  Any party hereto may from time-to-time change its physical or electronic address for notices by giving notice of such changed address or number to the other party in accordance with this section.

12.8 Waivers.  The failure of a party hereto at any time or times to require performance of any provision hereof shall in no manner affect the right of such party at a later time to enforce the same.  No waiver by a party of any condition or of any breach of any term, covenant, representation or warranty contained in this Agreement shall be effective unless in writing, and no waiver in any one or more instances shall be deemed to be a further or continuing waiver of any such condition or breach in other instances or a waiver of any other condition or breach of any other term, covenant, representation or warranty.

12.9 Interpretation.  The headings preceding the text of Articles and Sections included in this Agreement are for convenience only and shall not be deemed part of this Agreement or be given any effect in interpreting this Agreement.  The use of the masculine, feminine or neuter gender herein shall not limit any provision of this Agreement.  The use of the terms “including” or “include” shall in all cases herein mean “including, without limitation” or “include, without limitation,” respectively.

12.10 Applicable Law and Venue.  This Agreement and the rights and duties of the parties hereto shall be construed and determined in accordance with the Laws of the State of Nevada (without giving effect to any choice or conflict of law provisions), and any and all actions to enforce the provisions of this Agreement shall be brought in a court of competent jurisdiction in the State of Nevada and in no other place.

12.11 Attorneys’ Fees.  If any legal action or any arbitration or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties will be entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.

12.12 Assignment.  This Agreement shall be binding upon and inure to the benefit of each party hereto and their respective successors and assigns; provided, however, that no assignment of any rights or obligations by any party to this Agreement related to the transactions contemplated hereby or thereby shall be made by any party without the prior written consent of all the other parties hereto.

12.13 No Third-Party Beneficiaries.  This Agreement is solely for the benefit of the parties hereto and, to the extent provided herein, their respective directors, officers, employees, agents and representatives, and no provision of this Agreement shall be deemed to confer upon other third parties any remedy, claim, liability, reimbursement, cause of action or other right.

12.14 Further Assurances.  Upon the reasonable request of any party hereto, as applicable, each other party hereto shall, on and after the Closing Date, execute and deliver such other documents, releases, assignments and other instruments as may be required to effectuate completely the transactions contemplated hereby or thereby this Agreement.

12.15 Severability.  If any provision of this Agreement shall be held invalid, illegal or unenforceable, the validity, legality or enforceability of the other provisions hereof shall remain in full force and shall not be affected thereby, and there shall be deemed substituted for such invalid, illegal or unenforceable provision, a valid, legal and enforceable provision as similar as possible to the provision at issue.

12.16 Remedies Cumulative.  The remedies provided in this Agreement shall be cumulative and shall not preclude the assertion or exercise of any other rights or remedies available by Law, in equity or otherwise.

12.17 Entire Understanding.  This Agreement sets forth the entire agreement and understanding of the parties hereto and supersedes all prior agreements, letters of intent, arrangements and understandings between the parties, including the Letter of Intent dated March 15, 2021, excepting the provisions of Section 9 and the Exclusivity Letter attached as Exhibit A to the Letter of Intent which shall survive the formation of this Agreement.

12.18 Exhibits and Schedules. Each of the exhibits, schedules, or similar attachments referenced in this Agreement is annexed hereto and is incorporated herein by this reference and expressly made a part hereof.

12.19 Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  Facsimile transmissions of any signed original document, or transmission of any signed facsimile document, shall constitute delivery of an executed original.  At the request of any of the parties, the parties shall confirm facsimile transmission signatures by signing and delivering an original document.

12.20 Full Acknowledgement.  By their signatures, the parties acknowledge that they have carefully read and fully understand the terms and conditions of this Agreement, that each party has had the benefit of competent and experienced counsel, or has been advised to obtain counsel, and that each party has freely agreed to be bound by the terms and conditions of this Agreement.  To the extent that a party elects not to consult with such counsel, the party hereby waives any defense to inadequate representation by counsel.  The parties expressly acknowledge that neither Wilson Law Group, PLLC nor Mark H. Peikin, Esq. nor any entity Affiliated or related to either Wilson Law Group, PLLC or Mark H. Peikin, Esq. has provided legal representation to any party in connection with this Agreement or the transactions contemplated hereby.

12.21 Registration Rights. The holders of SYSX Shares set forth on Schedule 12.21-A will be entitled to the Registration Rights described in the “Registration Rights Agreement” attached hereto in Schedule 12.21-B.

[This Page is Intentionally Blank]

[Signature Pages Follow]

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement and Plan of Merger to be executed and delivered on the respective day and year set forth below.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement and Plan of Merger to be executed and delivered on the respective day and year set forth below.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement and Plan of Merger to be executed and delivered on the respective day and year set forth below.

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Exhibit 10.2

SECURITIES SETTLEMENT AGREEMENT

This SECURITIES SETTLEMENT AGREEMENT (the “Agreement”), dated as of April 14, 2021 (the “Effective Date”), is by and between Sysorex, Inc., a Nevada corporation (the “Company”), and Inpixon, a Nevada corporation (“Inpixon”).

RECITALS:

WHEREAS, Inpixon is entitled to the repayment of debt as set forth on Schedule 1 in the aggregate principal amount (together with accrued interest through March 31, 2021) of $9,088,175.97 (the “Indebtedness”); and

WHEREAS, the Company is a party to that certain Agreement and Plan of Merger by and among the Company, TTM Acquisition Corp., a Nevada corporation and TTM Digital Assets &Technologies, Inc., Nevada Corporation (“TTM”), dated as of April 8, 2021, pursuant to which the Company will acquire all of the issued and outstanding capital stock of TTM (the “Transaction”); and

WHEREAS, in connection with the Transaction, the Company and Inpixon desire to enter into this Agreement whereby the Company will issue to Inpixon an aggregate of 15,972,189 shares (the “Shares”) of the Company’s common stock, $0.00001 par value per share (“Common Stock”), determined by dividing the Indebtedness by a price per share equal to $0.569 in full satisfaction and payment in full of the Indebtedness in accordance with the terms and conditions of this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the recitals above incorporated herein by this reference and the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Inpixon hereby agree as follows:

1. ISSUANCE OF SECURITIES IN FULL SATISFACTION OF INDEBTEDNESS.

(a) Issuance of Common Stock. In connection and concurrent with the effective time of the closing of the Transaction (the “Transaction Effective Time”), in full satisfaction and in lieu of cash payment of the Indebtedness due to Inpixon, on the Closing Date (as defined below) the Company will issue:

(i) 12,972,189 Shares on the Closing Date (the “Closing Shares”); and

(ii) rights to acquire an additional 3,000,000 Shares (the “Rights”, and together with the Shares, the “Securities”) in accordance with the terms of the Right to Shares Letter Agreement attached hereto as Exhibit A (the “Rights Letter Agreement”).

(b) Closing. The sale and purchase of the Securities shall take place at a closing (the “Closing”) to be managed by the remote exchange of documents. The date and time of the Closing shall be concurrent with the Transaction Effective Time, or at such other time or on such other date as parties hereto may mutually agree in writing (the “Closing Date”).

(c) Closing Deliveries.

(i) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to Inpixon:

(A) a copy of the irrevocable instructions to the Company transfer agent (“Transfer Agent”) instructing the Transfer Agent to deliver the Closing Shares, on an expedited basis, and in all cases on or before the close of business on the second (2^nd) Trading Day following the Closing Date, in book entry form, in the name of Inpixon;

(B) the Rights Letter Agreement, duly executed by the Company; and

(C) the Registration Rights Agreement, by and between the Company and Inpixon in the form attached hereto as Exhibit B (the “Registration Rights Agreement”, together with this Agreement and the Rights Letter Agreement, the “Transaction Documents”), duly executed by the Company.

(ii) On or prior to the Closing Date, Inpixon shall deliver or cause to be delivered to the Company, as applicable, the following:

(A) the Rights Letter Agreement, duly executed by Inpixon;

(B) the Registration Rights Agreement, duly executed by Inpixon; and

(C) evidence of the cancellation of the Indebtedness.

“Trading Day” refers to a day on which the principal market or exchange on which the Company’s Common Stock is then listed or quoted for trading, including, the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, or the OTCQB Marketplace maintained by the OTC Market Group Inc. (or any successors to any of the foregoing).

2. INPIXON’S REPRESENTATIONS AND WARRANTIES.

Inpixon represents and warrants to the Company with respect to only itself that, as of the date hereof and the Closing Date:

(a) Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of Inpixon and shall constitute the legal, valid and binding obligation of Inpixon enforceable against Inpixon in accordance with its terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

(b) No Conflicts. The execution, delivery and performance by Inpixon of this Agreement and the consummation by Inpixon of the transactions contemplated hereby will not (i) result in a violation of the organizational documents of Inpixon or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which Inpixon is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to Inpixon, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Inpixon to perform its obligations hereunder.

(c) Information and Sophistication. During the course of this transaction, the Company has furnished Inpixon with all information regarding the Company and the Securities that Inpixon has requested or desired to know, has afforded Inpixon the opportunity to ask questions of, and to receive answers from, duly authorized officers or other representatives of the Company concerning the terms and conditions of this Agreement, the Securities contemplated hereunder, and the affairs of the Company and any additional information relating to this Agreement or Securities and requested by Inpixon. In evaluating the suitability of an investment in the Company, Inpixon hereby acknowledges and represents that:

(i) Inpixon has prior investment experience, including investment in securities that are not listed, are unregistered and are not traded on any stock exchange or an automated quotation system; and

(iii) Inpixon, either by reason of Inpixon’s own business or financial experience or that of Inpixon’s professional advisors as discussed in clause (i) above, as applicable, possesses sufficient knowledge and experience in financial and business matters so as to be capable of assessing the merits and risks of an investment in the Securities; and

(iv) has reviewed the SEC Reports (defined below).

(d) No General Solicitation. The Securities were not offered or sold to Inpixon by means of, and Inpixon is not purchasing the Securities in reliance on, any form of general solicitation or general advertising and in connection therewith, Inpixon: (i) did not receive or review any advertisement, article, notice or other communication published in a newspaper, magazine or similar media or broadcast over television or radio, either closed circuit or generally available; and (ii) did not attend any seminar meeting or industry investor conference any of whose attendees were invited by general solicitation or general advertising, and is not otherwise relying on any communication that Inpixon has reason to know was presented at such a meeting or conference.

(e) Registration and Exemption. Inpixon hereby acknowledges that the Securities have not been reviewed by the SEC or any state regulatory authority, and that the offer and issuance sale of the Securities is intended to be exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”) based in part upon Inpixon’s representations and warranties contained in this Agreement. Inpixon agrees it will not sell or otherwise transfer the Securities unless and until the Securities are either registered under the Securities Act and any applicable state securities laws or the Company receives an opinion of counsel satisfactory to the Company that an exemption from such registration is available. Inpixon acknowledges that no federal or state agency has made any determination as to the fairness of the offering of the Securities, or any recommendation or endorsement of the Securities. Inpixon acknowledges that at such time, if ever, as the Securities are registered under the Securities Act, sales of the Securities will remain subject to state securities laws.

(f) Legend. Inpixon consents to the placement of a legend on any certificate or other document evidencing the Securities that such Securities have not been registered under the Securities Act or any state securities or other “blue sky” laws, and setting forth or referring to the restrictions on transferability and sale thereof contained in this Agreement. Inpixon is aware that the Company will make a notation in its appropriate records with respect to the restrictions on the transferability of the Securities.

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Company represents and warrants to Inpixon that, as of the date hereof and the Closing Date:

(a) Organization and Qualification. The Company and each of its subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any subsidiary is in violation or default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and its subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document; (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and its subsidiaries, taken as a whole; or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”) and no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

(b) Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement or any of the Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement by the Company, and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the shares of Common Stock) have been duly authorized by the Company’s board of directors and no further filing, consent or authorization is required by the Company, its subsidiaries, their respective boards of directors or their stockholders or other governing body. This Agreement and each other Transaction Document has been duly executed and delivered by the Company, and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law.

(c) Issuance of Securities. The issuance of the Securities is duly authorized and the Securities, when issued, shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof.

(d) No Conflicts. The execution, delivery and performance of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Securities) will no:t (i) result in a violation of the Articles of Incorporation (as defined below), Bylaws (as defined below) or other organizational documents of the Company or any of its subsidiaries, or any capital stock or other securities of the Company or any of its subsidiaries; (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) in any respect under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its subsidiaries is a party; or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including, without limitation, foreign, federal and state securities laws and regulations applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected.

(e) Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other U.S. federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than such filings as may be required to be made under applicable federal and state securities laws.

(f) SEC Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the twelve months preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company is not and has not been subject to Rule 144(i). The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

(g) Holding Period and Tacking. The Company represents, warrants and agrees that for the purposes of Rule 144 (“Rule 144”) of the Securities Act, the holding period of the Securities may be tacked on the holding period of the Indebtedness. The Company agrees not to take a position contrary to this Section 3(f) in any document, statement, setting, or situation. The Company acknowledges and understands that the representations and agreements of the Company in this Section 3(f) are a material inducement to Inpixon’s decision to consummate the transactions contemplated herein.

(h) Private Placement. Assuming the accuracy of the representations and warranties of Inpixon set forth in Section 3, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to Inpixon as contemplated by this Agreement.

4. COVENANTS.

(a) Register. The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice to each holder of Securities), a register for the Securities in which the Company shall record (x) the name and address of the person in whose name the shares of Common Stock have been issued (including the name and address of each transferee) and (y) the aggregate number of shares of Common Stock held by such Person. The Company shall keep the register open and available at all times during business hours for inspection of any Inpixon representative or its legal representatives.

(b) Legends. The Securities to be issued under this Agreement are being issued in accordance with an exemption from registration pursuant to Section 4(a)(2) of the Securities Act, and certificates and any other instruments evidencing the Securities should bear the following restrictive legend:

THESE SECURITIES 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. THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER INDEBTEDNESS SECURED BY SUCH SECURITIES.

(c) Rule 144; Current Information. For so long as Inpixon owns the Securities, the Company will timely file on the applicable deadline all reports required to be filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and will take all reasonable action under its control to ensure that adequate current public information with respect to the Company, as required in accordance with Rule 144 of the Securities Act is publicly available, and will not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would permit such termination.

(d) Registration Rights. Inpixon shall be entitled to the registration rights described in the Registration Rights Agreement and the Company agrees to register the Securities in accordance with the terms and conditions of the Registration Rights Agreement.

5. MISCELLANEOUS.

(a) Governing Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of Nevada, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Nevada or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Nevada. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of Nevada, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude Inpixon from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s obligations to Inpixon or to enforce a judgment or other court ruling in favor of Inpixon. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, OR ANY TRANSACTION CONTEMPLATED HEREBY.

(b) Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. In the event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.

(c) Headings; Gender. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and plural forms thereof. The terms “including,” “includes,” “include” and words of like import shall be construed broadly as if followed by the words “without limitation.” The terms “herein,” “hereunder,” “hereof” and words of like import refer to this entire Agreement instead of just the provision in which they are found.

(d) Severability. If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

(e) Entire Agreement; Amendments. This Agreement supersedes all other prior oral or written agreements between Inpixon and the Company and contains the entire understanding of the parties solely with respect to the matters covered herein except as set forth in the other Transaction Documents. For clarification purposes, the Recitals are part of this Agreement and the Transaction Documents remains in full force and effect. No provision of this Agreement may be amended or waived other than by an instrument in writing signed by the Company and Inpixon.

(f) Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been given and delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party) or electronic mail; or (iii) one (1) Business Day after deposit with an overnight courier service with next day delivery specified, in each case, properly addressed to the party to receive the same. As used herein “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed. The addresses, facsimile numbers and e-mail addresses for such communications shall be:

If to the Company:

Sysorex, Inc.

13880 Dulles Corner Lane, Suite 175

Herndon, VA 20171

Email: Zaman.Khan@sysorexinc.com

Attn: Zaman Khan

If to Inpixon:

Inpixon

2479 E. Bayshore Road, Suite 195

Palo Alto, CA 94303

E-mail: Nadir.Ali@Inpixon.com; Melanie.Figueroa@Inpixon.com

Attn: Nadir Ali, Melanie Figueroa

or to such other address, e-mail address and/or facsimile number and/or to the attention of such other Person as the recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine or e-mail containing the time, date, recipient facsimile number, if applicable, and, with respect to each facsimile transmission, an image of the first page of such transmission or (C) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from an overnight courier service in accordance with clause (i), (ii) or (iii) above, respectively.

(g) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.

(h) No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

(i) Survival. The representations, warranties, agreements and covenants contained herein shall survive the Closing.

(j) Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

(k) Construction. The language used in this 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. No specific representation or warranty shall limit the generality or applicability of a more general representation or warranty. Each and every reference to share prices, shares of Common Stock and any other numbers in this Agreement that relate to the Common Stock shall be automatically adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions that occur with respect to the Common Stock after the date of this Agreement through the Closing Date.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, Inpixon and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first written above.

[Signature Page to Securities Settlement Agreement]

EXHIBIT A

FORM OF RIGHT TO SHARES LETTER AGREEMENT

EXHIBIT B

FORM OF Registration Rights Agreement

Exhibit 10.3

RIGHT TO SHARES LETTER AGREEMENT

This Right to Shares Letter Agreement, dated as of April 14, 2021 (this “Agreement”) constitutes an agreement between Sysorex, Inc., a Nevada corporation (the “Company”) and Inpixon, a Nevada corporation (“Inpixon”). Any capitalized terms not defined herein shall have the meaning set forth for such term in the Settlement Agreement (defined below).

WHEREAS, the Company and Inpixon entered into that certain Securities Settlement Agreement, dated as of the date of this Agreement (the “Settlement Agreement”), pursuant to which the Company agreed to issue an aggregate of Shares of the Company’s Common Stock, in exchange for the satisfaction of the Indebtedness, including 12,972,190 Shares representing the Closing Shares and an additional 3,000,000 Shares (the “Rights Shares”) underlying the Rights described in this Agreement; and

WHEREAS, subject to the terms and conditions set forth herein, from time to time, the Company shall be obligated to issue and Inpixon shall have the right to the issuance of the Rights Shares, subject to adjustment hereunder (such right of Inpixon, the “Right”).

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and intending to be legally bound, the parties hereto agree as follows:

Section 1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Settlement Agreement, as amended, modified or supplemented from time to time in accordance with its terms.

Section 2. Issuance of Rights Shares.

Section 2.1 Issuance of Right in Lieu of Share Issuance. In lieu of issuing the Rights Shares to Inpixon at the Closing, the Company hereby grants the Right to Inpixon. The Company and Inpixon hereby agree that no additional consideration is payable in connection with the issuance of the Rights Shares. Inpixon acknowledges and agrees that the Company has no obligation to repay the Indebtedness to Inpixon, or any assignee or successor to Inpixon.

Section 2.2 Right of Issuance of Shares. Subject to the terms hereof, the exercise of the Right may be made, in whole or in part, at any time or times on or after the date hereof by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Purchaser at the address of Inpixon appearing on the books of the Company) of a duly executed facsimile copy of the Notice of Issuance Form annexed hereto requesting the issuance of Rights Shares. Partial exercises of the Right resulting in issuances of a portion of the total number of Rights Shares available hereunder shall have the effect of lowering the outstanding number of Rights Shares purchasable hereunder in an amount equal to the applicable number of Rights Shares issued. Inpixon and the Company shall maintain records showing the number of Rights Shares issued and the date of such issuances. The Company shall deliver any objection to any Notice of Issuance Form within two (2) Business Days of receipt of such notice. Inpixon and any assignee, by assignment of this Agreement, acknowledge and agree that, by reason of the provisions of this paragraph, following the issuance of a portion of the Rights Shares hereunder, the number of Rights Shares available for issuance hereunder at any given time may be less than the amount stated in Section 2 hereof.

Section 2.3 Delivery of Certificates. Certificates for the Rights Shares issued hereunder shall be transmitted by the Transfer Agent to Inpixon by crediting the account of Inpixon’s prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Rights Shares to or resale of the Rights Shares by Inpixon or (B) the Rights Shares are eligible for resale by Inpixon without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by book entry (which may include direct registration (DRS), or physical delivery to the address specified by Inpixon in the Notice of Issuance by the date that is two (2) Trading Days after the delivery to the Company of the Notice of Issuance (such date, the “Share Delivery Date”). The Rights Shares shall be deemed to have been issued, and Inpixon or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Right has been exercised.

Section 2.4 Compensation for Buy-In on Failure to Timely Deliver Certificates. In addition to any other rights available to Inpixon, if the Company fails to cause the Transfer Agent to transmit to Inpixon a certificate or the certificates representing the Rights Shares pursuant to an exercise on or before the Share Delivery Date, and if after such date and prior to the delivery of such certificate or certificates Inpixon is required by its broker to purchase (in an open market transaction or otherwise) or Inpixon’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by Inpixon of the Rights Shares which Inpixon anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to Inpixon the amount, if any, by which (x) Inpixon’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Rights Shares that the Company was required to deliver to Inpixon in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of Inpixon, either reinstate the portion of the Right and equivalent number of Rights Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded, and Inpixon shall promptly return to the Company the certificates issued to such Purchaser pursuant to the rescinded Notice of Issuance) or deliver to Inpixon the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if Inpixon purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay Inpixon $1,000. Inpixon shall provide the Company written notice indicating the amounts payable to Inpixon in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit Inpixon’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the Right as required pursuant to the terms hereof.

Section 2.5 Charges, Taxes and Expenses. Issuance of certificates for Rights Shares shall be made without charge to Inpixon for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of Inpixon or in such name or names as may be directed by Inpixon; provided, however, that in the event certificates for Rights Shares are to be issued in a name other than the name of Inpixon, Inpixon shall deliver the Assignment Form attached hereto duly executed by Inpixon and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for the processing of any Notice of Issuance.

Section 2.6 Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of the Right, pursuant to the terms hereof.

Section 2.7 Limitations. Inpixon shall not have the right to exercise any portion of the Right, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Issuance, Inpixon (together with Inpixon’s affiliates, and any other persons acting as a group together with Inpixon or any of Inpixon’s affiliates), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by Inpixon and its affiliates shall include the number of shares of Common Stock issuable upon exercise of the Right with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of the Right beneficially owned by Inpixon or any of its Affiliates and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by Inpixon or any of its Affiliates. The Company shall not be liable for any instruction received by Inpixon. Except as set forth in the preceding sentence, for purposes of this Section 2.7, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by Inpixon that the Company is not representing to Inpixon that such calculation is in compliance with Section 13(d) of the Exchange Act and Inpixon is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2.7 applies, the determination of whether the Right is exercisable (in relation to other securities owned by Inpixon together with any affiliates) and of which portion of the Right is exercisable shall be in the sole discretion of Inpixon, and the submission of a Notice of Issuance shall be deemed to be Inpixon’s determination of whether the Right is exercisable (in relation to other securities owned by Inpixon together with any affiliates) and of which portion of the Right is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2.7, in determining the number of outstanding shares of Common Stock, Inpixon may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of Inpixon, the Company shall within two Trading Days confirm orally and in writing to Inpixon the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Right, by Inpixon or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be up to 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of the Right. Inpixon, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2.7, provided, however, in no event shall the Beneficial Ownership exceed 9.99%. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2.7 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor assignee of this Agreement.

Section 3. Certain Adjustments.

Section 3.1. Stock Dividends and Splits. If the Company, at any time while the Right exists: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock; (ii) subdivides outstanding shares of Common Stock into a larger number of shares; (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares; or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the number of Rights Shares issuable upon exercise of the Right shall be proportionately adjusted. Any adjustment made pursuant to this Section 3.1 shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution (provided that if the declaration of such dividend or distribution is rescinded or otherwise cancelled, then such adjustment shall be reversed upon notice to Inpixon of the termination of such proposed declaration or distribution as to any unexercised portion of the Right at the time of such rescission or cancellation) and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Section 3.2 Benefit of Contractual Rights. All contractual rights granted to Inpixon under the Settlement Agreement are hereby granted to Inpixon with respect to the Rights Shares, including, without limitation, the registration rights described in Section 4(d) of the Settlement Agreement.

Section 3.3 Subsequent Rights Offerings. If Section 3.1 above does not apply, if at any time the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then Inpixon will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which Inpixon could have acquired if Inpixon had held the number of shares of Common Stock acquirable upon complete exercise of the Right (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that Inpixon’s right to participate in any such Purchase Right would result in Inpixon exceeding the Beneficial Ownership Limitation, then Inpixon shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for Inpixon until such time, if ever, as its right thereto would not result in Inpixon exceeding the Beneficial Ownership Limitation).

Section 3.4 Fundamental Transaction. If, at any time while the Right remains outstanding: (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person; (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transaction; (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock; (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property; or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share Settlement Agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share Settlement Agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise of the Right, Inpixon shall have the right to receive, for each Reserved Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of Inpixon (without regard to any limitation in Section 2.7 on the exercise of the Right), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of one share of Common Stock. Upon the occurrence of any such Fundamental Transaction, the successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Agreement and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Agreement and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein.

Section 3.5 Notice to Allow Exercise of Right. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be mailed to Inpixon at its address on the signature page to the Settlement Agreement, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; 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. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of its subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. Inpixon shall remain entitled to exercise the Right during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Section 4. Transfer of Right.

Section 4.1 Transferability. Subject to compliance with any applicable securities laws of the United States or any state thereof and to the applicable provisions of the Settlement Agreement, the Right and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon written assignment substantially in the form attached hereto duly executed by Inpixon or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer of this Agreement delivered to the principal office of the Company or its designated agent. Upon such assignment and, if required, such payment, the Company shall enter into a new agreement with the assignee or assignees, as applicable, and this Agreement shall promptly be cancelled. The Right, if properly assigned in accordance herewith, may be exercised by a new holder for the issue of Rights Shares without having a new agreement executed.

Section 4.2 Division of Rights. The Rights may be divided or combined with other rights upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which such Rights are to be granted, signed by Inpixon or its agent or attorney.

Section 5. Reserved.

Section 6. Effect on Transaction Documents. This Agreement shall be deemed for all purposes as a Transaction Document (as defined in the Settlement Agreement) and all representations and warranties made by the Company and Inpixon shall apply with respect to this Agreement.

Section 7. Miscellaneous.

Section 7.1 No Rights as Stockholder Until Exercise. This Agreement does not entitle Inpixon to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2.

Section 7.2 Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then, such action may be taken or such right may be exercised on the next succeeding Business Day.

Section 7.3 Authorized Shares. The Company covenants that, during the period the Right is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Rights Shares upon the exercise of the Right. The Company further covenants that its issuance of the Right shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the Rights Shares upon the due exercise of the Right. The Company will take all such reasonable action as may be necessary to assure that such Rights Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the trading market upon which the Common Stock may be listed or quoted. The Company covenants that all Rights Shares which may be issued upon the exercise of the Right represented by this Agreement will, upon exercise of the Right, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue). Except and to the extent as waived or consented to by Inpixon, the Company shall not by any action, including, without limitation, amending its certificate of incorporation 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 of this Agreement, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Inpixon as set forth in this Agreement against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Rights Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Rights Shares upon the exercise of the Right, and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Agreement.

Before taking any action which would result in an adjustment in the number of Rights Shares for which the Right provides for, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

Section 7.4 Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined in accordance with the provisions of the Settlement Agreement.

Section 7.5 Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Purchaser shall operate as a waiver of such right or otherwise prejudice Inpixon’s rights, powers or remedies. Without limiting any other provision of this Agreement or the Settlement Agreement, if the Company willfully and knowingly fails to comply with any provision of this Agreement, which results in any material damages to Inpixon, the Company shall pay to Inpixon such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by Inpixon in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

Section 7.6 Notices. Any notice, request or other document required or permitted to be given or delivered to Inpixon by the Company shall be delivered in accordance with the notice provisions of the Settlement Agreement.

Section 7.7 Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Right to Shares Letter Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

NOTICE OF ISSUANCE

To: SYSOREX, INC.

(1) The undersigned hereby elects in accordance with the terms and conditions of the Right to Shares Letter Agreement, dated as of April 14, 2021 (the “Letter Agreement”), to exercise its Right to the issuance of ________ Rights Shares of Sysorex, Inc., a Nevada corporation (the “Company”) pursuant to the terms of the Letter Agreement, and tenders all applicable transfer taxes, if any.

(2) Please issue a certificate or certificates representing ___________ of the Shares, comprising said Rights Shares in the name of the undersigned registered holder or in such other name as is specified below:

_______________________________

The Rights Shares shall be delivered to the following DWAC Account Number or by book entry or physical delivery of a certificate to:

_______________________________

_______________________________

_______________________________

(4) Accredited Investor. The undersigned is an “accredited investor” as defined in

Regulation D promulgated under the Securities Act of 1933, as amended.

[SIGNATURE OF HOLDER]

Name of Registered Holder: _________________________________________________________________________

Signature of Authorized Signatory of Registered Holder: __________________________________________________

Name of Authorized Signatory: ______________________________________________________________________

Title of Authorized Signatory: _______________________________________________________________________

Date: __________________________________________________________________________________________

ASSIGNMENT FORM

(To assign the foregoing Right, execute
this form and supply required information.
Do not use this form to exercise the Right.)

SYSOREX, INC.

FOR VALUE RECEIVED, the undersigned, Inpixon hereby assigns in accordance with the terms and conditions of the Right to Shares Letter Agreement, dated as of April 14, 2021 (the “Letter Agreement”) [____] all of or [_______] shares of the Right (as defined in the Letter Agreement) and all rights evidenced thereby to _______________________________________________ whose address is

_______________________________________________________________.

_______________________________________________________________

Dated: ______________, _______

Signature: ______________________________

Address: _______________________________

_______________________________

Signature Guaranteed: ____________________________________________________

NOTE: The signature to this Assignment Form must correspond with the name as it appears on purchaser signature page the Letter Agreement, without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Right.

10

Exhibit 10.4

SECURITIES SETTLEMENT AGREEMENT

This SECURITIES SETTLEMENT AGREEMENT (the “Agreement”), dated as of April 14, 2021 (the “Effective Date”), is by and between Sysorex, Inc., a Nevada corporation (the “Company”), and Systat Software, Inc., a Delaware corporation (“Systat”).

RECITALS:

WHEREAS, Systat is entitled to the repayment of debt as set forth on Schedule 1 in the aggregate amount (together with accrued interest through March 31, 2021) of Three Million Six Hundred Twenty-Three Thousand, Two Hundred Fifty Dollars and Seventeen/One Hundredths ($3,623,250.17) (the “Indebtedness”); and

WHEREAS, the Company is a party to that certain Agreement and Plan of Merger by and among the Company, TTM Acquisition Corp., a Nevada corporation and TTM Digital Assets & Technologies, Inc., a Nevada corporation (“TTM”) dated as of April 8, 2021, pursuant to which the Company will acquire all of the issued and outstanding capital stock of TTM (the “Transaction”) and

WHEREAS, in connection with the Transaction, the Company and Systat desire to enter into this Agreement whereby the Company will issue to Systat an aggregate of Six Million Three Hundred Sixty-Seven Thousand, Seven Hundred Fifty (6,367,750) shares (the “Shares”) of the Company’s common stock, $0.00001 par value per share (“Common Stock”), determined by dividing the Indebtedness by a price per share equal to $0.569 in full satisfaction and payment in full of the Indebtedness in accordance with the terms and conditions of this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the recitals above incorporated herein by this reference and the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Systat hereby agree as follows:

1. ISSUANCE OF SECURITIES IN FULL SATISFACTION OF INDEBTEDNESS.

(a) Issuance of Common Stock. In connection and concurrent with the effective time of the closing of the Transaction (the “Transaction Effective Time”), in full satisfaction and in lieu of cash payment of the Indebtedness due to Systat, on the Closing Date (as defined below) the Company will issue the Shares on the Closing Date (the “Closing Shares”).

(b) Closing. The sale and purchase of the Securities shall take place at a closing (the “Closing”) to be managed by the remote exchange of documents. The date and time of the Closing shall be concurrent with the Transaction Effective Time, or at such other time or on such other date as parties hereto may mutually agree in writing (the “Closing Date”).

(c) Closing Deliveries.

(i) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to Systat:

(A) a copy of the irrevocable instructions to the Company transfer agent (“Transfer Agent”) instructing the Transfer Agent to deliver the Closing Shares, on an expedited basis, and in all cases on or before the close of business on the second (2^nd) Trading Day following the Closing Date, in book entry form, in the name of Systat; and

(B) the Registration Rights Agreement, by and between the Company and Systat in the form attached hereto as Exhibit A (the “Registration Rights Agreement”, together with this Agreement, the “Transaction Documents”), duly executed by the Company.

(ii) On or prior to the Closing Date, Systat shall deliver or cause to be delivered to the Company, as applicable, the following:

(A) the Registration Rights Agreement, duly executed by Systat; and

(B) evidence of the cancellation of Indebtedness.

“Trading Day” refers to a day on which the principal market or exchange on which the Company’s Common Stock is then listed or quoted for trading, including, the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, or the OTCQB Marketplace maintained by the OTC Market Group Inc. (or any successors to any of the foregoing).

2. SYSTAT’S REPRESENTATIONS AND WARRANTIES.

Systat represents and warrants to the Company with respect to only itself that, as of the date hereof and the Closing Date:

(a) Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of Systat and shall constitute the legal, valid and binding obligation of Systat enforceable against Systat in accordance with its terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

(b) No Conflicts. The execution, delivery and performance by Systat of this Agreement and the consummation by Systat of the transactions contemplated hereby will not (i) result in a violation of the organizational documents of Systat or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which Systat is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to Systat, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Systat to perform its obligations hereunder.

(c) Information and Sophistication. During the course of this transaction, the Company has furnished the Systat with all information regarding the Company and the Securities that the Systat has requested or desired to know, has afforded the Systat the opportunity to ask questions of, and to receive answers from, duly authorized officers or other representatives of the Company concerning the terms and conditions of this Agreement, the Securities contemplated hereunder, and the affairs of the Company and any additional information relating to this Agreement or Securities and requested by Systat. In evaluating the suitability of an investment in the Company, the Systat hereby acknowledges and represents that:

(i) Systat has prior investment experience, including investment in securities that are not listed, are unregistered and are not traded on any stock exchange or an automated quotation system; and

(iii) Systat, either by reason of Systat’s own business or financial experience or that of the Systat’s professional advisors as discussed in clause (i) above, as applicable, possesses sufficient knowledge and experience in financial and business matters so as to be capable of assessing the merits and risks of an investment in the Securities; and

(iv) has reviewed the SEC Reports (defined below).

(d) No General Solicitation. The Securities were not offered or sold to Systat by means of, and Systat is not purchasing the Securities in reliance on, any form of general solicitation or general advertising and in connection therewith, the Systat (i) did not receive or review any advertisement, article, notice or other communication published in a newspaper, magazine or similar media or broadcast over television or radio, either closed circuit or generally available; and (ii) did not attend any seminar meeting or industry investor conference any of whose attendees were invited by general solicitation or general advertising, and is not otherwise relying on any communication that the Systat has reason to know was presented at such a meeting or conference.

(e)  Registration and Exemption. Systat hereby acknowledges that the Securities have not been reviewed by the SEC or any state regulatory authority, and that the offer and issuance sale of the Securities is intended to be exempt from the registration requirements of Section 5 of the Securities Act of 1933, ad amended (the “Securities Act”) based in part upon Systat’s representations and warranties contained in this Agreement. Systat agrees it will not sell or otherwise transfer the Securities unless and until the Securities are either registered under the Securities Act and any applicable state securities laws or the Company receives an opinion of counsel satisfactory to the Company that an exemption from such registration is available. Systat acknowledges that no federal or state agency has made any determination as to the fairness of the offering of the Securities, or any recommendation or endorsement of the Securities. Systat acknowledges that at such time, if ever, as the Securities are registered under the Securities Act, sales of the Securities will remain subject to state securities laws.

(f) Legend. Systat consents to the placement of a legend on any certificate or other document evidencing the Securities that such Securities have not been registered under the Securities Act or any state securities or other “blue sky” laws, and setting forth or referring to the restrictions on transferability and sale thereof contained in this Agreement. Systat is aware that the Company will make a notation in its appropriate records with respect to the restrictions on the transferability of the Securities.

(g) Accredited Investor. Systat is an “accredited investor” as that term is defined under Rule 501 of Regulation D under the Securities Act.

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Company represents and warrants to Systat that, as of the date hereof and the Closing Date:

(a) Organization and Qualification. The Company and each of its subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any subsidiary is in violation or default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and its subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”) and no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

(b) Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement or any of the Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement by the Company, and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the shares of Common Stock) have been duly authorized by the Company’s board of directors and no further filing, consent or authorization is required by the Company, its subsidiaries, their respective boards of directors or their stockholders or other governing body. This Agreement and each other Transaction Document has been duly executed and delivered by the Company, and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law.

(c) Issuance of Securities. The issuance of the Securities is duly authorized and the Securities, when issued, shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof.

(d) No Conflicts. The execution, delivery and performance of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Securities) will not (i) result in a violation of the Articles of Incorporation (as defined below), Bylaws (as defined below) or other organizational documents of the Company or any of its subsidiaries, or any capital stock or other securities of the Company or any of its subsidiaries, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) in any respect under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including, without limitation, foreign, federal and state securities laws and regulations applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected.

(e) Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other U.S. federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than such filings as may be required to be made under applicable federal and state securities laws.

(f) SEC Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the twelve months preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company is not and has not been subject to Rule 144(i). The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

(g) Holding Period and Tacking. The Company represents, warrants and agrees that for the purposes of Rule 144 (“Rule 144”) of the Securities Act, the holding period of the Securities may be tacked on the holding period of the Indebtedness. The Company agrees not to take a position contrary to this Section 3(f) in any document, statement, setting, or situation. The Company acknowledges and understands that the representations and agreements of the Company in this Section 3(f) are a material inducement to Systat’s decision to consummate the transactions contemplated herein.

(h) Private Placement. Assuming the accuracy of the representations and warranties of Systat set forth in Section 3, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to Systat as contemplated by this Agreement.

4. COVENANTS.

(a) Register. The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice to each holder of Securities), a register for the Securities in which the Company shall record (x) the name and address of the person in whose name the shares of Common Stock have been issued (including the name and address of each transferee) and (y) the aggregate number of shares of Common Stock held by such Person. The Company shall keep the register open and available at all times during business hours for inspection of any Systat representative or its legal representatives.

(b) Legends. The Securities to be issued under this Agreement are being issued in accordance with an exemption from registration pursuant to Section 4(a)(2) of the Securities Act, and certificates and any other instruments evidencing the Securities should bear the following restrictive legend:

THESE SECURITIES 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. THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER INDEBTEDNESS SECURED BY SUCH SECURITIES.

(c) Rule 144; Current Information. For so long as Systat owns the Securities, the Company will timely file on the applicable deadline all reports required to be filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and will take all reasonable action under its control to ensure that adequate current public information with respect to the Company, as required in accordance with Rule 144 of the Securities Act is publicly available, and will not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would permit such termination.

(d) Registration Rights. Systat shall be entitled to the registration rights described in the Registration Rights Agreement and the Company agrees to register the Securities in accordance with the terms and conditions of the Registration Rights Agreement.

5. MISCELLANEOUS.

(a) Governing Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of Nevada, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Nevada or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Nevada. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of Nevada, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude Systat from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s obligations to Systat or to enforce a judgment or other court ruling in favor of Systat. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, OR ANY TRANSACTION CONTEMPLATED HEREBY.

(b) Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. In the event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.

(c) Headings; Gender. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and plural forms thereof. The terms “including,” “includes,” “include” and words of like import shall be construed broadly as if followed by the words “without limitation.” The terms “herein,” “hereunder,” “hereof” and words of like import refer to this entire Agreement instead of just the provision in which they are found.

(d) Severability. If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

(e) Entire Agreement; Amendments. This Agreement supersedes all other prior oral or written agreements between Systat and the Company and contains the entire understanding of the parties solely with respect to the matters covered herein except as set forth in the other Transaction Documents. For clarification purposes, the Recitals are part of this Agreement and the Transaction Documents remains in full force and effect. No provision of this Agreement may be amended or waived other than by an instrument in writing signed by the Company and Systat.

(f) Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been given and delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party) or electronic mail; or (iii) one (1) Business Day after deposit with an overnight courier service with next day delivery specified, in each case, properly addressed to the party to receive the same. As used herein “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed. The addresses, facsimile numbers and e-mail addresses for such communications shall be:

If to the Company:

Sysorex, Inc.

13880 Dulles Corner Lane, Suite 175

Herndon, VA 02171

Attn: Zaman Khan

If to Systat:

Systat Software, Inc.

c/o Cranes Software International Ltd.

# 82 Presidency Building

3 & 4^th Floor St. Mark’s Road

Bengaluru, India 560001

E-mail: Mueed@cranessoftware.com

Attn: Mueed Khader

or to such other address, e-mail address and/or facsimile number and/or to the attention of such other Person as the recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine or e-mail containing the time, date, recipient facsimile number, if applicable, and, with respect to each facsimile transmission, an image of the first page of such transmission or (C) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from an overnight courier service in accordance with clause (i), (ii) or (iii) above, respectively.

(g) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.

(h) No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

(i) Survival. The representations, warranties, agreements and covenants contained herein shall survive the Closing.

(j) Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

(k) Construction. The language used in this 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. No specific representation or warranty shall limit the generality or applicability of a more general representation or warranty. Each and every reference to share prices, shares of Common Stock and any other numbers in this Agreement that relate to the Common Stock shall be automatically adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions that occur with respect to the Common Stock after the date of this Agreement through the Closing Date.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, Systat and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first written above.

[Signature Page to Securities Settlement Agreement]

EXHIBIT A

FORM OF Registration Rights Agreement

Exhibit 10.5

THE EXCHANGE CONTEMPLATED HEREIN IS INTENDED TO COMPORT WITH THE REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED.

EXCHANGE AGREEMENT

This Exchange Agreement (this “Agreement”) is entered into as of April 14, 2021 by and between Chicago Venture Partners, L.P., a Utah limited partnership (“Lender”), and Sysorex, Inc. a Nevada corporation (“Borrower” or the “Company”). Capitalized terms used in this Agreement without definition shall have the meanings given to them in the Original Note (defined below).

A. Borrower previously sold and issued to Lender that certain Promissory Note dated December 31, 2018 (the “Original Note”), pursuant to that certain Note Purchase Agreement dated December 31, 2018 by and between Lender and Borrower (the “Purchase Agreement,” and together with the Original Note and all other documents entered into in conjunction therewith, the “Transaction Documents”), of which an aggregate amount (principal, interest, fees and costs) of $870,654.88 (the “Outstanding Balance”) remains outstanding.

B. Borrower is a party to that certain Agreement and Plan of Merger by and among the Company and TTM Acquisition Corp., a Nevada corporation and wholly owned subsidiary of SYSX and TTM Digital Assets & Technologies, Inc., a Nevada corporation (“TTM”)., dated April 8, 2021 with the closing on April 14, 2021 (the “Transaction Effective Date”), pursuant to which the Company will acquire all of the issued and outstanding capital stock of TTM (the “Transaction”).

C. In connection with the Transaction, Borrower and Lender desire, in full satisfaction of all rights to repayment in cash and any other obligations of the Borrower to Lender arising under the Original Note, to exchange (such exchange is referred to as the “Note Exchange”) the Original Note for the delivery of 1,530,149 shares (the “Exchange Shares”) of the Company’s Common Stock, par value $0.00001 (the “Common Stock”) at an effective price per Exchange Share equal to $0.569, according to the terms and conditions of this Agreement.

D. The Note Exchange will consist of Lender surrendering the Original Note in exchange for the Exchange Shares, which will be issued free of any restrictive securities legend. Other than the surrender of the Original Note, no consideration of any kind whatsoever shall be given by Lender to Borrower in connection with this Agreement.

E. Lender and Borrower have agreed to exchange the Original Note for the Exchange Shares on the terms and conditions set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Recitals and Definitions. Each of the parties hereto acknowledges and agrees that the recitals set forth above in this Agreement are true and accurate, are contractual in nature, and are hereby incorporated into and made a part of this Agreement.

2. Issuance of Exchange Shares. Pursuant to the terms and conditions of this Agreement, the Note Exchange shall occur with Lender surrendering the Original Note to Borrower and the Exchange Shares being delivered to Lender on the Transaction Effective Date. On the Transaction Effective Date, the Original Note shall be cancelled and all obligations of Borrower under the Original Note shall be deemed fulfilled. All Exchange Shares delivered hereunder shall be delivered via DWAC to Lender’s designated brokerage account. Borrower agrees to provide all necessary cooperation or assistance that may be required to cause all Exchange Shares delivered hereunder to become Free Trading within a reasonable time after the Transaction Effective Date. For purposes hereof, the term “Free Trading” means that (a) the Exchange Shares have been cleared and approved for public resale by the compliance departments of Lender’s brokerage firm and the clearing firm servicing such brokerage, and (b) such shares are held in the name of the clearing firm servicing Lender’s brokerage firm and have been deposited into such clearing firm’s account for the benefit of Lender.

3. Closing. The closing of the transactions contemplated hereby (the “Closing”) along with the delivery of the Exchange Shares to Lender shall occur on the Transaction Effective Date by means of the exchange by email of .pdf documents by Borrower and Lender, but shall be deemed to have occurred at the offices of Hansen Black Anderson Ashcraft PLLC in Lehi, Utah.

4. Holding Period, Tacking and Legal Opinion. Borrower represents, warrants and agrees that for the purposes of Rule 144 (“Rule 144”) of the Securities Act of 1933, as amended (the “Securities Act”), the holding period of the Original Note and the Exchange Shares will include Lender’s holding period of the Original Note from December 31, 2018. Borrower agrees not to take a position contrary to this Section 5 in any document, statement, setting, or situation. Borrower agrees to take all action necessary to issue the Exchange Shares without restriction, and not containing any restrictive legend without the need for any action by Lender; provided that the applicable holding period has been met. In furtherance thereof, at the Closing, counsel to Lender may, in its sole discretion, provide an opinion that: (a) the Exchange Shares may be resold pursuant to Rule 144 without volume or manner-of-sale restrictions; and (b) the transactions contemplated hereby and all other documents associated with this transaction comport with the requirements of Section 3(a)(9) of the Securities Act. Borrower represents that it is not subject to Rule 144(i). The Exchange Shares are being issued in substitution of and exchange for and not in satisfaction of the Original Note. Borrower acknowledges and understands that the representations and agreements of Borrower in this Section 5 are a material inducement to Lender’s decision to consummate the transactions contemplated herein.

5. Representations, Warranties and Agreements.

(a) Borrower Representations, Warranties and Agreement. In order to induce Lender to enter into this Agreement, Borrower, for itself, and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows: (a) Borrower has full power and authority to enter into this Agreement and to incur and perform all obligations and covenants contained herein, all of which have been duly authorized by all proper and necessary action; (b) no consent, approval, filing or registration with or notice to any governmental authority is required as a condition to the validity of this Agreement or the performance of any of the obligations of Borrower hereunder; (c) no Event of Default has occurred under the Original Note, and any Events of Default that may have have occurred thereunder have been or are hereby waived by Lender; (d) the issuance of the Exchange Shares is duly authorized by all necessary corporate action and the Exchange Shares, when issued in accordance with the terms hereof, will be validly issued, fully paid and non-assessable, free and clear of all taxes, liens, claims, pledges, mortgages, restrictions, obligations, security interests and encumbrances of any kind, nature and description; (e) Borrower has not received any consideration in any form whatsoever for issuing the Exchange Shares, other than the surrender of the Original Note; (f) upon delivery of the Exchange Shares, the Original Note shall be deemed cancelled; and (g) Borrower has taken no action which would give rise to any claim by any person for a brokerage commission, placement agent or finder’s fee or other similar payment by Borrower related to this Agreement.

(b) Lender Representations Warranties and Agreement. In order to induce the Company to enter into this Agreement, Lender for itself, and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows: (a) Lender has full power and authority to enter into this Agreement and to incur and perform all obligations and covenants contained herein, all of which have been duly authorized by all proper and necessary action; (b) no consent, approval, filing or registration with or notice to any governmental authority is required as a condition to the validity of this Agreement or the performance of any of the obligations of Lender hereunder,;(c) Lender understands that the Exchange Shares are being offered and exchanged in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and Lender’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Lender set forth herein and in the Exchange Documents in order to determine the availability of such exemptions and the eligibility of Lender to acquire the Exchange Shares; (d) Lender understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the the Exchange Shares or the fairness or suitability of the investment in the Exchange Shares nor have such authorities passed upon or endorsed the merits of the offering of the Exchange Shares; (e) Lender is acquiring the Exchange Shares in the ordinary course of its business, Lender has such knowledge, sophistication, and experience in business and financial matters so as to be capable of evaluation of the merits and risks of the prospective investment in the Exchange Shares and has so evaluated the merits and risk of such investment and Lender is an “accredited investor” as defined in Regulation D under the Securities Act; (f) Lender owns the Original Note free and clear of any liens, (g) the issuance of the Exchange Shares shall not result in Lender beneficially owning a number of shares of Common Stock, when aggregated with any other shares of Common Stock beneficially owned at such time, that would result in Lender beneficially owning (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules promulgated thereunder) more than 9.99% of all of the issued and outstanding shares of Common Stock; and (h) Lender understands that this Agreement does not constitute an admission of liability by any party, including any admission of default under the Transaction Documents.

6. Ownership Limitation. Notwithstanding anything to the contrary contained in this Agreement, Borrower shall not issue any Exchange Shares to Lender to the extent that such issuance would cause Lender (together with its affiliates) to beneficially own a number of shares exceeding 9.99% of the number of shares of Common Stock outstanding on such date (including for such purpose the shares of Common Stock issuable upon such issuance) (the “Maximum Percentage”). If Lender makes a request for an issuance of Exchange Shares that would cause Lender to beneficially own a nmber of shares of Common Stock exceeding the Maximum Percentage, Borrower shall issue the maximum number of Exchange Shares available to Lender so as to not cause Lender’s ownership of Common Stock to exceed the Maximum Percentage. For purposes of this section, beneficial ownership of Common Stock will be determined pursuant to Section 13(d) of the Exchange Act. By written notice to Borrower, Lender may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all affiliates and assigns of Lender.

7. Consent to Merger. By its execution of this Agreement, Lender hereby consents to an acquisition/merger transaction involving Borrower and TTM Digital Assets & Technologies, Inc.

8. Arbitration. By its execution of this Agreement, each party agrees to be bound by the Arbitration Provisions (as defined in the Purchase Agreement) set forth as an exhibit to the Purchase Agreement and the parties agree to submit all Claims (as defined in the Purchase Agreement) arising under this Agreement or any Transaction Document or other agreement between the parties and their affiliates to binding arbitration pursuant to the Arbitration Provisions.

9. Governing Law; Venue. This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Agreement shall be governed by, the internal laws of the State of Nevada, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Nevada or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Nevada. The provisions set forth in the Purchase Agreement to determine the proper venue for any disputes are incorporated herein by this reference. BORROWER HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

10. Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile transmission or other electronic transmission (including email) shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile transmission or other electronic transmission (including email) shall be deemed to be their original signatures for all purposes.

11. Attorneys’ Fees. In the event of any arbitration or action at law or in equity to enforce or interpret the terms of this Agreement, the parties agree that the party who is awarded the most money shall be deemed the prevailing party for all purposes and shall therefore be entitled to an additional award of the full amount of the attorneys’ fees and expenses paid by such prevailing party in connection with the arbitration, litigation and/or dispute without reduction or apportionment based upon the individual claims or defenses giving rise to the fees and expenses. Nothing herein shall restrict or impair an arbitrator’s or a court’s power to award fees and expenses for frivolous or bad faith pleading.

12. No Reliance. Borrower acknowledges and agrees that neither Lender nor any of its officers, directors, members, managers, equity holders, representatives or agents has made any representations or warranties to Borrower or any of its agents, representatives, officers, directors, or employees except as expressly set forth in this Agreement and the Transaction Documents and, in making its decision to enter into the transactions contemplated by this Agreement, Borrower is not relying on any representation, warranty, covenant or promise of Lender or its officers, directors, members, managers, equity holders, agents or representatives other than as set forth in this Agreement.

13. Severability. If any part of this Agreement is construed to be in violation of any law, such part shall be modified to achieve the objective of the parties to the fullest extent permitted and the balance of this Agreement shall remain in full force and effect.

14. Entire Agreement. This Agreement, together with the Transaction Documents, and all other documents referred to herein, supersedes all other prior oral or written agreements between Borrower, Lender, its affiliates and persons acting on its behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither Lender nor Borrower makes any representation, warranty, covenant or undertaking with respect to such matters.

15. Amendments. This Agreement may be amended, modified, or supplemented only by written agreement of the parties. No provision of this Agreement may be waived except in writing signed by the party against whom such waiver is sought to be enforced.

16. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. This Agreement or any of the severable rights and obligations inuring to the benefit of or to be performed by Lender hereunder may be assigned by Lender to a third party, including its financing sources, in whole or in part. Borrower may not assign this Agreement or any of its obligations herein without the prior written consent of Lender.

17. Time of Essence. Time is of the essence with respect to each and every provision of this Agreement.

18. Notices. Unless otherwise specifically provided for herein, all notices, demands or requests required or permitted under this Agreement to be given to Borrower or Lender shall be given as set forth in the “Notices” section of the Purchase Agreement.

19. Further Assurances. Each party shall do and perform or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above.

[Signature Page to Exchange Agreement]

6

Exhibit 10.6

SECURITIES SETTLEMENT AGREEMENT

This SECURITIES SETTLEMENT AGREEMENT (the “Agreement”), dated as of April 14, 2021 (the “Effective Date”), is by and between Sysorex, Inc., a Nevada corporation (the “Company”), and First Choice International Company, Inc., a Delaware corporation (“First Choice”).

RECITALS:

WHEREAS, First Choice is entitled to the repayment of debt, assigned to it by Systat Software, Inc., a Delaware corporation (“Systat”) as set forth on Schedule 1 in the aggregate amount of $3,000,000 promissory note (the “Indebtedness”); and

WHEREAS, First Choice advanced $2,000,000 (the “Loan”) on behalf of the Company to Systat and the Company has pledged the Shares (as defined below) to First Choice as collateral to secure repayment of the Loan; and

WHEREAS, the Company is a party to that certain Agreement and Plan of Merger by and among the Company, TTM Acquisition Corp., a Nevada corporation and TTM Digital Assets & Technologies, Inc., a Nevada corporation (“TTM”) pursuant to which the Company acquired all of the issued and outstanding capital stock of TTM (the “Transaction”);

WHEREAS, in anticipation of the Transaction, the Company and First Choice desire to enter into this Agreement whereby the Company will grant First Choice a Right (defined below) to be issued an aggregate of 5,272,407¹ shares (the “Rights Shares”) of the Company’s common stock, $0.00001 par value per share (“Common Stock”), determined by dividing the Indebtedness by a price per share equal to $0.569 in full satisfaction and payment in full of the Indebtedness in accordance with the terms and conditions of this Agreement;

WHEREAS, upon grant of the Right to the Rights Shares to First Choice as set forth herein, the Indebtedness will be cancelled; and

WHEREAS, the Shares shall be included on a to be executed Registration Rights Agreement, the form of which is attached hereto as Exhibit B.

AGREEMENT

NOW, THEREFORE, in consideration of the recitals above incorporated herein by this reference and the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and First Choice hereby agree as follows:

1. GRANT OF RIGHT IN FULL SATISFACTION OF INDEBTEDNESS.

(a) Grant of Right. In connection and concurrent with the effective time of the closing of the Transaction (the “Transaction Effective Time”), in full satisfaction and in lieu of cash payment of the Indebtedness due to First Choice, on the Closing Date (as defined below) the Company will grant First Choice a right (“Right”) to be issued the Rights Shares in accordance with the Right to Shares Letter Agreement attached hereto as Exhibit A (the “Rights Letter Agreement”).

(b) Closing. The grant of the Right shall take place at a closing (the “Closing”) to be managed by the remote exchange of documents. The date and time of the Closing shall be concurrent with the Transaction Effective Time, or at such other time or on such other date as parties hereto may mutually agree in writing (the “Closing Date”).

(c) Closing Deliveries.

(i) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to First Choice:

(A) the Rights Letter Agreement, duly executed by the Company; and

(B) the Registration Rights Agreement, by and between the Company and First Choice in the form attached hereto as Exhibit B (the “Registration Rights Agreement,” together with this Agreement, the “Transaction Documents”), duly executed by the Company.

(ii) On or prior to the Closing Date, First Choice shall deliver or cause to be delivered to the Company, as applicable, the following:

(A) the Rights Letter Agreement, duly executed by First Choice;

(B) the Registration Rights Agreement, duly executed by First Choice; and

(B) evidence of the cancellation of the Indebtedness.

“Trading Day” refers to a day on which the principal market or exchange on which the Company’s Common Stock is then listed or quoted for trading, including, the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, or the OTCQB Marketplace maintained by the OTC Market Group Inc. (or any successors to any of the foregoing).

2. FIRST CHOICE’S REPRESENTATIONS AND WARRANTIES.

First Choice represents and warrants to the Company with respect to only itself that, as of the date hereof and the Closing Date:

(a) Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of First Choice and shall constitute the legal, valid and binding obligation of First Choice enforceable against First Choice in accordance with its terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

(b) No Conflicts. The execution, delivery and performance by First Choice of this Agreement and the consummation by First Choice of the transactions contemplated hereby will not (i) result in a violation of the organizational documents of First Choice or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which First Choice is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to First Choice, except in the case of clauses (ii) and (i) above, for such conflicts, defaults, rights or violations which could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of First Choice to perform its obligations hereunder.

(c) Information and Sophistication. During the course of this transaction, the Company has furnished the First Choice with all information regarding the Company and the Securities that the First Choice has requested or desired to know, has afforded the First Choice the opportunity to ask questions of, and to receive answers from, duly authorized officers or other representatives of the Company concerning the terms and conditions of this Agreement, the Securities contemplated hereunder, and the affairs of the Company and any additional information relating to this Agreement or Securities and requested by the First Choice. In evaluating the suitability of an investment in the Company, the First Choice hereby acknowledges and represents that:

(i) First Choice has prior investment experience, including investment in securities that are not listed, are unregistered and are not traded on any stock exchange or an automated quotation system;

(iii) First Choice, either by reason of First Choice’s own business or financial experience or that of the First Choice’s professional advisors as discussed in clause (i) above, as applicable, possesses sufficient knowledge and experience in financial and business matters so as to be capable of assessing the merits and risks of an investment in the Securities; and

(iv) has reviewed the SEC Reports (defined below).

(d) No General Solicitation. The Securities were not offered or sold to First Choice by means of, and First Choice is not purchasing the Securities in reliance on, any form of general solicitation or general advertising and in connection therewith, the First Choice (i) did not receive or review any advertisement, article, notice or other communication published in a newspaper, magazine or similar media or broadcast over television or radio, either closed circuit or generally available; and (ii) did not attend any seminar meeting or industry investor conference any of whose attendees were invited by general solicitation or general advertising, and is not otherwise relying on any communication that the First Choice has reason to know was presented at such a meeting or conference.

(e) Registration and Exemption. First Choice hereby acknowledges that the Securities have not been reviewed by the SEC or any state regulatory authority, and that the offer and issuance sale of the Securities is intended to be exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”) based in part upon the First Choice’s representations and warranties contained in this Agreement. First Choice agrees it will not sell or otherwise transfer the Securities unless and until the Securities are either registered under the Securities Act and any applicable state securities laws or the Company receives an opinion of counsel satisfactory to the Company that an exemption from such registration is available. First Choice acknowledges that no federal or state agency has made any determination as to the fairness of the offering of the Securities, or any recommendation or endorsement of the Securities. First Choice acknowledges that at such time, if ever, as the Securities are registered under the Securities Act, sales of the Securities will remain subject to state securities laws.

(f) Legend. First Choice consents to the placement of a legend on any certificate or other document evidencing the Securities that such Securities have not been registered under the Securities Act or any state securities or other “blue sky” laws, and setting forth or referring to the restrictions on transferability and sale thereof contained in this Agreement. First Choice is aware that the Company will make a notation in its appropriate records with respect to the restrictions on the transferability of the Securities.

(g) Accredited Investor Status. First Choice is an accredited investor as defined in Rule 501 or Regulation D under the Securities Act.

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Company represents and warrants to First Choice that, as of the date hereof and the Closing Date:

(a) Organization and Qualification. The Company and each of its subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any subsidiary is in violation or default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and its subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”) and no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

(b) Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement or any of the Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement by the Company, and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the shares of Common Stock) have been duly authorized by the Company’s board of directors and no further filing, consent or authorization is required by the Company, its subsidiaries, their respective boards of directors or their stockholders or other governing body. This Agreement and each other Transaction Document has been duly executed and delivered by the Company, and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law.

(c) Issuance of Securities. The issuance of the Securities is duly authorized and the Securities, when issued, shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof.

(d) No Conflicts. The execution, delivery and performance of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Securities) will not (i) result in a violation of the Articles of Incorporation (as defined below), Bylaws (as defined below) or other organizational documents of the Company or any of its subsidiaries, or any capital stock or other securities of the Company or any of its subsidiaries, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) in any respect under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including, without limitation, foreign, federal and state securities laws and regulations applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected.

(e) Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other U.S. federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than such filings as may be required to be made under applicable federal and state securities laws.

(f) SEC Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the twelve months preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company is not and has not been subject to Rule 144(i). The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

(g) Holding Period and Tacking. The Company represents, warrants and agrees that for the purposes of Rule 144 (“Rule 144”) of the Securities Act, the holding period of the Securities may be tacked on the holding period of the Indebtedness. The Company agrees not to take a position contrary to this Section 3(f) in any document, statement, setting, or situation. The Company acknowledges and understands that the representations and agreements of the Company in this Section 3(f) are a material inducement to First Choice’s decision to consummate the transactions contemplated herein.

(h) Private Placement. Assuming the accuracy of the representations and warranties of First Choice set forth in Section 3, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to First Choice as contemplated by this Agreement.

4. COVENANTS.

(a) Register. The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice to each holder of Securities), a register for the Securities in which the Company shall record (x) the name and address of the person in whose name the shares of Common Stock have been issued (including the name and address of each transferee) and (y) the aggregate number of shares of Common Stock held by such Person. The Company shall keep the register open and available at all times during business hours for inspection by any of First Choice’s representative or its legal representatives.

(b) Legends. The Securities to be issued under this Agreement are being issued in accordance with an exemption from registration pursuant to Section 4(a)(2) of the Securities Act, and certificates and any other instruments evidencing the Securities should bear the following restrictive legend:

THESE SECURITIES 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. THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER INDEBTEDNESS SECURED BY SUCH SECURITIES.

(c) Rule 144; Current Information. For so long as First Choice owns the Securities, the Company will timely file on the applicable deadline all reports required to be filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and will take all reasonable action under its control to ensure that adequate current public information with respect to the Company, as required in accordance with Rule 144 of the Securities Act is publicly available, and will not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would permit such termination.

(d) Registration Rights. First Choice shall be entitled to the registration rights described in the Registration Rights Agreement and the Company agrees to register the Securities in accordance with the terms and conditions of the Registration Rights Agreement.

5. MISCELLANEOUS.

(a) Governing Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Delaware. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of Delaware, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude First Choice from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s obligations to First Choice or to enforce a judgment or other court ruling in favor of First Choice. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, OR ANY TRANSACTION CONTEMPLATED HEREBY.

(b) Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. In the event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.

(c) Headings; Gender. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and plural forms thereof. The terms “including,” “includes,” “include” and words of like import shall be construed broadly as if followed by the words “without limitation.” The terms “herein,” “hereunder,” “hereof” and words of like import refer to this entire Agreement instead of just the provision in which they are found.

(d) Severability. If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

(e) Entire Agreement; Amendments. This Agreement supersedes all other prior oral or written agreements between First Choice and the Company and contains the entire understanding of the parties solely with respect to the matters covered herein except as set forth in the other Transaction Documents. For clarification purposes, the Recitals are part of this Agreement and the Transaction Documents remains in full force and effect. No provision of this Agreement may be amended or waived other than by an instrument in writing signed by the Company and First Choice.

(f) Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been given and delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party) or electronic mail; or (iii) one (1) Business Day after deposit with an overnight courier service with next day delivery specified, in each case, properly addressed to the party to receive the same. As used herein “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed. The addresses, facsimile numbers and e-mail addresses for such communications shall be:

If to the Company:

Sysorex, Inc.

13880 Dulles Corner Lane, Suite 175

Herndon, VA 20171

Email: Zaman.Khan@sysorexinc.com

Attn: Zaman Khan, CEO

If to First Choice:

First Choice International Company, Inc.

21399 Marina Cove Circle, Unit M14

Aventura, FL 33180

Email: 1stchoiceintlco@gmail.com

Attn: Mark H. Peikin, CEO

or to such other address, e-mail address and/or facsimile number and/or to the attention of such other Person as the recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine or e-mail containing the time, date, recipient facsimile number, if applicable, and, with respect to each facsimile transmission, an image of the first page of such transmission or (C) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from an overnight courier service in accordance with clause (i), (ii) or (iii) above, respectively.

(g) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.

(h) No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

(i) Survival. The representations, warranties, agreements and covenants contained herein shall survive the Closing.

(j) Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

(k) Construction. The language used in this 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. No specific representation or warranty shall limit the generality or applicability of a more general representation or warranty. Each and every reference to share prices, shares of Common Stock and any other numbers in this Agreement that relate to the Common Stock shall be automatically adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions that occur with respect to the Common Stock after the date of this Agreement through the Closing Date.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, First Choice and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first written above.

[Signature Page to Securities Settlement Agreement]

EXHIBIT A

FORM OF RIGHT TO SHARES LETTER AGREEMENT

EXHIBIT B

FORM OF REGISTRATION RIGHTS AGREEMENT

Exhibit 10.7

RIGHT TO SHARES LETTER AGREEMENT

This Right to Shares Letter Agreement, dated as of April 14, 2021 (this “Agreement”) constitutes an agreement between Sysorex, Inc. (the “Company”) and First Choice International Company, Inc. (the “First Choice”). Any capitalized terms not defined herein shall have the meaning set forth for such term in the Settlement Agreement (defined below).

WHEREAS, the Company and First Choice entered into that certain Securities Settlement Agreement, dated as of the date of this Agreement (the “Settlement Agreement”), pursuant to which the Company agreed to grant a right to an aggregate of 5,272,407¹ shares of Company common stock (“Common Stock”) (the “Rights Shares”) underlying the Rights described in this Agreement; and

WHEREAS, subject to the terms and conditions set forth herein, from time-to-time, the Company shall be obligated to issue and First Choice shall have the right to the issuance of the Rights Shares, subject to adjustment hereunder (such right of First Choice, the “Right”).

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and intending to be legally bound, the parties hereto agree as follows:

Section 1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Settlement Agreement, as amended, modified or supplemented from time-to- time in accordance with its terms.

Section 2. Issuance of Reserved Shares.

Section 2.1 Issuance of Right in Lieu of Share Issuance. In lieu of issuing the Rights Shares to First Choice at the Closing, the Company hereby grants the Right to First Choice. The Company and First Choice hereby agree that there is good and valuable consideration for the Right and no additional consideration is payable in connection with the issuance of the Rights Shares. First Choice acknowledges and agrees that the Company has no obligation to repay the Indebtedness to First Choice, or any assignee or successor to First Choice.

Section 2.2 Right of Issuance of Shares. Subject to the terms hereof, the exercise of the Right may be made, in whole or in part, at any time or times on or after the date hereof by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to First Choice at the address of First Choice appearing on the books of the Company) of a duly executed facsimile or .PDF copy of the Notice of Issuance Form annexed hereto requesting the issuance of Rights Shares. Partial exercises of the Right resulting in issuances of a portion of the total number of Rights Shares available hereunder shall have the effect of lowering the outstanding number of Rights Shares purchasable hereunder in an amount equal to the applicable number of Rights Shares issued. First Choice and the Company shall maintain records showing the number of Rights Shares issued and the date of such issuances. The Company shall deliver any objection to any Notice of Issuance Form within two (2) Business Days of receipt of such notice. First Choice and any assignee, by assignment of this Agreement, acknowledge and agree that, by reason of the provisions of this paragraph, following the issuance of a portion of the Rights Shares hereunder, the number of Rights Shares available for issuance hereunder at any given time may be less than the amount stated in Section 2 hereof.

Section 2.3 Delivery of Certificates. Certificates or Direct Registration System (“DRS”) book entry statements for the Rights Shares issued hereunder shall be transmitted by the Transfer Agent to First Choice by crediting the account of First Choice’s prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system (or a similar system such as DRS) and either (A) there is an effective registration statement permitting the issuance of the Rights Shares to or resale of the Rights Shares by First Choice or (B) the Rights Shares are eligible for resale by First Choice without volume or manner- of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address specified by First Choice in the Notice of Issuance by the date that is two (2) Trading Days after the delivery to the Company of the Notice of Issuance (such date, the “Share Delivery Date”). The Rights Shares shall be deemed to have been issued, and First Choice or any other person so designated to be named therein shall be deemed to have become a beneficial holder of record of such shares for all purposes, as of the date the Right has been exercised.

Section 2.4 Compensation for Buy-In on Failure to Timely Deliver Certificates. In addition to any other rights available to First Choice, if the Company fails to cause the Transfer Agent to transmit to First Choice a certificate or the certificates representing the Rights Shares pursuant to an exercise on or before the Share Delivery Date, and if after such date and prior to the delivery of such certificate or certificates First Choice is required by its broker to purchase (in an open market transaction or otherwise) or First Choice’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by First Choice of the Rights Shares which First Choice anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to First Choice the amount, if any, by which (x) First Choice’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Rights Shares that the Company was required to deliver to First Choice in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of First Choice, either reinstate the portion of the Right and equivalent number of Rights Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded, and First Choice shall promptly return to the Company the certificates issued to First Choice pursuant to the rescinded Notice of Issuance) or deliver to First Choice the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if First Choice purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay First Choice $1,000. First Choice shall provide the Company written notice indicating the amounts payable to First Choice in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit First Choice’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the Right as required pursuant to the terms hereof.

Section 2.5 Charges, Taxes and Expenses. Issuance of certificates for Rights Shares shall be made without charge to First Choice for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of First Choice or in such name or names as may be directed by First Choice; provided, however, that in the event certificates for Rights Shares are to be issued in a name other than the name of First Choice, First Choice shall deliver the Assignment Form attached hereto duly executed by First Choice and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for the processing of any Notice of Issuance.

Section 2.6 Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of the Right, pursuant to the terms hereof.

Section 2.7 Limitations. First Choice shall not have the right to exercise any portion of the Right, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Issuance, First Choice (together with First Choice’s affiliates, and any other persons acting as a group together with First Choice or any of First Choice’s affiliates), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by First Choice and its affiliates shall include the number of shares of Common Stock issuable upon exercise of the Right with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of the Right beneficially owned by First Choice or any of its Affiliates and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by First Choice or any of its Affiliates. The Company shall not be liable for any instruction received by First Choice. Except as set forth in the preceding sentence, for purposes of this Section 2.7, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by First Choice that the Company is not representing to First Choice that such calculation is in compliance with Section 13(d) of the Exchange Act and First Choice is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2.7 applies, the determination of whether the Right is exercisable (in relation to other securities owned by First Choice together with any affiliates) and of which portion of the Right is exercisable shall be in the sole discretion of First Choice, and the submission of a Notice of Issuance shall be deemed to be First Choice’s determination of whether the Right is exercisable (in relation to other securities owned by First Choice together with any affiliates) and of which portion of the Right is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2.7, in determining the number of outstanding shares of Common Stock, First Choice may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of First Choice, the Company shall within two (2) Trading Days confirm orally and in writing to First Choice the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Right, by First Choice or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be up to 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of the Right. First Choice, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2.7, provided, however, in no event shall the Beneficial Ownership exceed 9.99%. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2.7 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor assignee of this Agreement.

Section 3. Certain Adjustments.

Section 3.1. Stock Dividends and Splits. If the Company, at any time while the Right exists: (i)       pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock, (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the number of Rights Shares issuable upon exercise of the Right shall be proportionately adjusted. Any adjustment made pursuant to this Section 3.1 shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution (provided that if the declaration of such dividend or distribution is rescinded or otherwise cancelled, then such adjustment shall be reversed upon notice to First Choice of the termination of such proposed declaration or distribution as to any unexercised portion of the Right at the time of such rescission or cancellation) and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

Section 3.2 Benefit of Contractual Rights. All contractual rights granted to First Choice under the Settlement Agreement are hereby granted to First Choice with respect to the Rights Shares, including, without limitation, the registration rights described in Section 4(d) of the Settlement Agreement.

Section 3.3 Subsequent Rights Offerings. If Section 3.1 above does not apply, if at any time the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then First Choice will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which First Choice could have acquired if First Choice had held the number of shares of Common Stock acquirable upon complete exercise of the Right (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that First Choice’s right to participate in any such Purchase Right would result in First Choice exceeding the Beneficial Ownership Limitation, then First Choice shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for First Choice until such time, if ever, as its right thereto would not result in First Choice exceeding the Beneficial Ownership Limitation).

Section 3.4 Fundamental Transaction. If, at any time while the Right remains outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share Settlement Agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share Settlement Agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise of the Right, First Choice shall have the right to receive, for each Rights Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of First Choice (without regard to any limitation in Section 2.7 on the exercise of the Right), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of one share of Common Stock. Upon the occurrence of any such Fundamental Transaction, the successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Agreement and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Agreement and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein.

Section 3.5 Notice to Allow Exercise of Right. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be mailed to First Choice at its address on the signature page to the Purchase Agreement, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; 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. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. First Choice shall remain entitled to exercise the Right during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Section 4. Transfer of Right.

Section 4.1 Transferability. Subject to compliance with any applicable securities laws of the United States or any state thereof and to the applicable provisions of the Settlement Agreement, the Right and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon written assignment substantially in the form attached hereto duly executed by First Choice or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer of this Agreement delivered to the principal office of the Company or its designated agent. Upon such assignment and, if required, such payment, the Company shall enter into a new agreement with the assignee or assignees, as applicable, and this Agreement shall promptly be cancelled. The Right, if properly assigned in accordance herewith, may be exercised by a new holder for the issue of Rights Shares without having a new agreement executed.

Section 4.2 Division of Rights. The Right may be divided or combined with other rights upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which such Rights are to be granted, signed by First Choice or its agent or attorney.

Section 5. Reserved.

Section 6. Effect on Transaction Documents. This Agreement shall be deemed for all purposes as a Transaction Document (as defined in the Settlement Agreement) and all representations and warranties made by the Company and First Choice shall apply with respect to this Agreement.

Section 7. Miscellaneous.

Section 7.1 No Rights as Stockholder Until Exercise. This Agreement does not entitle First Choice to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2.

Section 7.2 Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then, such action may be taken or such right may be exercised on the next succeeding Business Day.

Section 7.3 Authorized Shares. The Company covenants that, during the period the Right is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Rights Shares upon the exercise of the Right. The Company further covenants that its issuance of the Right shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the Rights Shares upon the due exercise of the Right. The Company will take all such reasonable action as may be necessary to assure that such Rights Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the trading market upon which the Common Stock may be listed or quoted. The Company covenants that all Rights Shares which may be issued upon the exercise of the Right represented by this Agreement will, upon exercise of the Right, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue). Except and to the extent as waived or consented to by First Choice, the Company shall not by any action, including, without limitation, amending its certificate of incorporation 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 of this Agreement, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of First Choice as set forth in this Agreement against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Rights Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Rights Shares upon the exercise of the Right and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Agreement.

Before taking any action that would result in an adjustment in the number of Rights Shares for which the Right provides for, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

Section 7.4 Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined in accordance with the provisions of the Settlement Agreement.

Section 7.5 Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of First Choice shall operate as a waiver of such right or otherwise prejudice First Choice’s rights, powers or remedies. Without limiting any other provision of this Agreement or the Settlement Agreement, if the Company willfully and knowingly fails to comply with any provision of this Agreement, which results in any material damages to First Choice, the Company shall pay to First Choice such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by First Choice in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

Section 7.6 Notices. Any notice, request or other document required or permitted to be given or delivered to First Choice by the Company shall be delivered in accordance with the notice provisions of the Settlement Agreement.

Section 7.7 Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page are an original thereof.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Right to Shares Letter Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGE FOR FIRST CHOICE FOLLOWS]

NOTICE OF ISSUANCE

TO: SYSOREX, INC.

(1) The undersigned hereby elects in accordance with the terms and conditions of the Right to Shares Letter Agreement, dated as of April 14, 2021 (the “Letter Agreement”), to exercise its Right to the issuance of_____________ Rights Shares of Sysorex, Inc., a Nevada corporation (the “Company”) pursuant to the terms of the Letter Agreement, and tenders all applicable transfer taxes, if any.

(2) Please issue a certificate or certificates representing_____________ of the Shares, comprising said Rights Shares in the name of the undersigned registered holder or in such other name as is specified below:

__________________________________________

The Rights Shares shall be delivered to the following DWAC Account Number or by physical delivery of a certificate to:

__________________________________________

__________________________________________

__________________________________________

(4) Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

[SIGNATURE OF HOLDER]

Name of Registered Holder: _________________________________________________________________________

Signature of Authorized Signatory of Registered Holder: __________________________________________________

Name of Authorized Signatory: _____________________________________________________________________

Title of Authorized Signatory: ______________________________________________________________________

Date: _________________________________________________________________________________________

ASSIGNMENT FORM

(To assign the foregoing Right, execute

this form and supply required information.

Do not use this form to exercise the Right.)

SYSOREX, INC.

FOR VALUE RECEIVED, the undersigned, First Choice hereby assigns in accordance with the terms and conditions of the Right to Shares Letter Agreement, dated as of April 14, 2021 (the “Letter Agreement”) [   ] all of or [    ] shares of the Right (as defined in the Letter Agreement) and all rights evidenced thereby to_____________whose address is

__________________________________________________________

__________________________________________________________

Dated: ___________________,_______________

Signature: ______________________________________

Address: _______________________________________

_______________________________________

Signature Guaranteed: ______________________________________

NOTE: The signature to this Assignment Form must correspond with the name as it appears on First Choice’s signature page of the Letter Agreement, without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Right.

Exhibit 10.8

AMENDMENT NO. 1 TO
TRADEMARK LICENSE AGREEMENT

This Amendment No. 1 dated April 14, 2021 (“Amendment Effective Date”) amends the Trademark License Agreement dated August 31, 2018 (the “Agreement”), by and between Sysorex Consulting, Inc., a California corporation (“Licensor”) and Sysorex, Inc., a Nevada corporation (“Licensee” or “SYSX”), who are sometimes, as the context requires, referred to individually as a “party” and together as the “parties.” Any capitalized terms not defined herein, shall have the meaning set forth for such term in the Agreement.

Pursuant to Section 16, Entire Agreement, the parties hereby amend the Agreement as set forth below:

“As consideration for the license granted herein, Licensee shall transfer to Licensor 1,000,000 shares of the restricted common stock of Licensee, $0.00001 par value (the “Licensee’s Common Stock”), and, for so long as this Agreement is not terminated, on each anniversary of the Amendment Effective Date (the “Anniversary Date”) Licensee shall pay Licensor $50,000.00 U.S. dollars or, at Licensor’s option, issue to Licensor an equivalent amount in shares of Licensee’s Common Stock based on the closing price of the Licensee’ Common Stock as of the Anniversary Date as reported on the principal market on which the Company’s securities are then listed or quoted. Except with respect to transactions that result in a Change of Control which result in Licensor’s termination of this Agreement, in the event of changes in the outstanding shares of Licensee’s Common Stock by reason of stock dividends, stock splits, reverse stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations or liquidations (each an “Adjustment Event”), Licensor and Licensee shall negotiate in good faith to adjust the number of shares of Licensee’s Common Stock to be issued pursuant to this Agreement.”

“The term of this Agreement shall be for a term of five (5) years from the Amendment Effective Date (the “Term”), except as set for the in Section 7.2 below.”

“Licensee shall have the right to terminate the Agreement prior to the end of the Term by giving at least thirty (30) days’ advance written notice to Licensor prior to any anniversary of the Amendment Effective Date. In such event, no amount shall thereafter be owed by Licensee to Licensor pursuant to Section 1.3 of the Agreement.”

“Licensee agrees that a right of termination shall not be triggered in the event SYSX changes its business name so long as SGS continues to use the Mark on the Licensed Goods and/or Services.”

Except as set forth above, all other terms and conditions contained in the Agreement shall remain in full force and effect. This Amendment and the Agreement (a) are complete, (b) constitute the entire understanding between the parties with respect to the subject matter hereof, and (c) supersede all prior agreements, whether oral or written.

IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 by their duly authorized representatives on the dates set forth below.

3

Exhibit 10.9

CONSULTING AGREEMENT

This Consulting Agreement (“Agreement”) is made as of April 14, 2021 (“Effective Date”) by and between Sysorex, Inc., a Nevada corporation (“Company”), and Nadir Ali, an individual, (“Consultant”).

WHEREAS, within thirty days of the Effective Date of this Agreement, Consultant will resign as a director of Company in connection with the consummation of the transactions contemplated by that certain Agreement and Plan of Merger by and among the Company, TTM Acquisition Corp., and TTM Digital Assets & Technologies, Inc. (“TTM”), dated as of the Effective Date of this Agreement, pursuant to which Company has acquire all of the issued and outstanding capital stock of TTM (the “Transaction”); and

WHEREAS, in addition to general business and management matters, Consultant has knowledge and expertise regarding Company’s reseller business, in addition to matters related to Company’s public company reporting and compliance matters (“Pre-Transaction Business”); and

WHEREAS, Company desires to retain Consultant as an advisor to Company for matters related to the Pre-Transaction Business on an as needed basis to ensure an orderly transition of Company’s business and management team; and

WHEREAS, Consultant desires to be engaged by Company and to provide the Consulting Services pursuant to such engagement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, and intending to be legally bound hereby, Consultant and Company agree as follows:

1. Services and Payment. Consultant agrees to undertake and complete the Services (as defined in Exhibit A) in accordance with the applicable statement of work, a form of which is attached as Exhibit A hereto, which will be executed by both parties (“Statement of Work”). Unless otherwise specifically approved by Company (and notwithstanding any other provision of this Agreement), all activity relating to Services will be performed by and only by Consultant. Consultant agrees that it will not (and will not permit others to) violate any agreement with or rights of any third party or, except as expressly authorized by Company in writing hereafter, use or disclose at any time Consultant’s own or any third party’s (including without limitation the Company’s) confidential information or intellectual property in connection with the Services or otherwise for or on behalf of Company.

2. Ownership; Rights; Proprietary Information; Publicity.

a. Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights, sui generis database rights and all other intellectual and industrial property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by Consultant in connection with the Services or any Proprietary Information (as defined below) (collectively, “Inventions”). Consultant will promptly disclose and provide all Inventions to Company and will keep adequate and current written records of all Inventions, which records shall be available to and shall remain the sole property of Company. Consultant hereby makes, and agrees to make in the future, all assignments necessary to accomplish the foregoing ownership. Consultant shall assist Company, at Company’s expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce and defend any rights assigned. Consultant hereby irrevocably designates and appoints Company as its agent and attorney-in-fact, coupled with an interest, to act for and on Consultant’s behalf to execute and file any document and to do all other lawfully permitted acts to further the foregoing with the same legal force and effect as if executed by Consultant.

b. Consultant agrees that all Inventions and all other business, technical and financial information (including, without limitation, computer programs, technical drawings, algorithms, know-how, trade secrets, formulas, processes, ideas, inventions (whether patentable or copyrightable not), improvements, schematics, customer lists and customer information, suppliers and supplier information, pricing information, product development, sales and marketing plans and strategies, personnel information, and other technical, business, financial, customer and product information), Consultant learns, develops or obtains in connection with the Services or that are received by or for Consultant in confidence, constitute “Proprietary Information.” Consultant shall hold in confidence and not disclose or, except in performing the Services, use any Proprietary Information. However, Consultant shall not be obligated under this Section 2.b with respect to information Consultant can document rightfully is or rightfully becomes readily publicly available without restriction through no fault of Consultant. Upon termination or as otherwise requested by Company, Consultant will promptly return to Company all items and copies containing or embodying Proprietary Information, except that Consultant may keep its personal copies of its compensation records and this Agreement. Consultant also recognizes and agrees that Consultant has no expectation of privacy with respect to Company’s telecommunications, networking or information processing systems (including, without limitation, stored computer files, email messages and voice messages), and that Consultant’s activity, and any files or messages, on or using any of those systems may be monitored at any time without notice.

c. Consultant represents that his performance of all terms of this Agreement as a consultant of the Company has not breached and will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by Consultant prior or subsequent to the commencement of Consultant's consultant relationship with the Company, and Consultant will not disclose to the Company, or use, any inventions, confidential or non-public proprietary information or material belonging to any previous client, employer or any other party. Consultant will not induce the Company to use any inventions, confidential or non-public proprietary information or material belonging to any previous client, employer or any other party.

d. Consultant recognizes that the Company has received and, in the future, will receive confidential or proprietary information from third parties subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. Consultant agrees to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out Consultant's work for the Company consistent with the Company’s agreement with such third party.

3. Warranty and other Obligations. Consultant warrants that: (i) the Services will be free from material defects and performed in a professional and workmanlike manner and that none of such Services nor any part of this Agreement is or will be inconsistent with any obligation Consultant may have to others; (ii) all work under this Agreement shall be Consultant’s original work and none of the Services or Inventions nor any development, use, production, distribution or exploitation thereof will infringe, misappropriate or violate any intellectual property or other right of any person or entity (including, without limitation, Consultant); and (iii) Consultant has the full right to allow itself to provide Company with the assignments and rights provided for herein and, in addition, Consultant will have each person who may be involved in any way with, or have any access to, any Services or Proprietary Information enter into (prior to any such involvement or access) a binding agreement for Company’s benefit that contains provisions at least as protective as those contained herein; (iv) Consultant shall comply with all applicable laws and Company safety rules in the course of performing the Services; and (v) if Consultant’s work requires a license, Consultant has obtained that license and the license is in full force and effect.

4. Term and Termination. This Agreement shall commence upon the Effective Date and shall continue in effect until terminated pursuant to (i) this Section 4 or (ii) the six (6) month anniversary of the Effective Date which date may be extended by Company, with Consultant’s consent. Company may terminate this agreement at any time without notice if Consultant breaches a material provision of this Agreement. Company also may terminate this Agreement at any time, upon 30 calendar days written or email notice. Consultant may terminate the Agreement upon 30 calendar days written notice. Notwithstanding, in the event of a termination notice in connection with this Section 4, all of the compensation paid by Company pursuant to this Agreement and issued to Consultant prior to the effective date of any termination shall be deemed earned or immediately due and payable. Sections 2 through 11 of this Agreement and any remedies for breach of this Agreement shall survive any termination or expiration of this Agreement.

5. Relationship of the Parties; Independent Contractor; No Employee Benefits. Notwithstanding any provision hereof, Consultant is an independent contractor, and Consultant shall bind or attempt to bind Company to any contract. Consultant shall accept any directions issued by Company pertaining to the goals to be attained and the results to be achieved by Consultant, but Consultant shall be solely responsible for the manner and hours in which the Services are performed under this Agreement. Consultant shall not be eligible to participate in any of Company’s employee benefit plans, fringe benefit programs, group insurance arrangements or similar programs. Company shall not provide workers’ compensation, disability insurance, Social Security or unemployment compensation coverage or any other statutory benefit to Consultant. Without limiting the foregoing, Consultant shall comply at Consultant’s expense with all applicable provisions of workers’ compensation laws, unemployment compensation laws, federal Social Security law, the Fair Labor Standards Act, federal, state and local income tax laws, and all other applicable federal, state and local laws, regulations and codes required to be fulfilled by independent contractors.

6. Assignment. This Agreement and the services contemplated hereunder are personal to Consultant and Consultant shall not have the right or ability to assign, transfer or subcontract any obligations under this Agreement without the written consent of Company. Any attempt to do so shall be void. Company may assign its rights and obligations under this Agreement in whole or part.

7. Notice. Unless otherwise provided herein, all notices under this Agreement shall be in writing and shall be deemed given when delivered by e-mail, by hand or professional courier or express delivery service to the address of the party to be noticed as set forth below or to such other address as such party last provided to the other by written notice.

8. Publicity. Consultant shall make no public announcements or engage in any marketing or promotion concerning this Agreement, or the work performed hereunder without the advance written consent of Company.

9. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of California.

10. Arbitration. Any dispute or claim arising out of or in connection with any provision of this Agreement will be finally settled by binding arbitration in the State of California, County of San Mateo. The arbitrator shall be selected, and the arbitration hearing conducted pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator shall apply California law, without reference to rules of conflicts of law or rules of statutory arbitration, to the resolution of any dispute. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, the Parties may apply to any court of competent jurisdiction located within the State of California, County of San Mateo for preliminary or interim equitable relief, or to compel arbitration in accordance with this paragraph, without breach of this arbitration provision. If any court or arbitrator finds that any term makes this arbitration agreement unenforceable for any reason, the court or arbitrator shall have the power to modify such term to the minimum extent necessary to make this arbitration agreement enforceable and, to the extent this arbitration agreement as a whole is deemed unenforceable for any reason, the parties agree that the venue of any litigation or dispute between the parties shall be exclusively in San Mateo County, California.

11. Miscellaneous. This Agreement sets forth the entire and exclusive understanding of the parties with respect to the subject matter hereof and supersedes and merges all prior and contemporaneous agreements or understandings, whether written or oral, with respect to its subject matter. Any breach of Section 2, 3, or 8 will cause irreparable harm to Company for which damages would not be an adequate remedy, and therefore, Company will be entitled to injunctive relief with respect thereto in addition to any other remedies. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. No changes or modifications or waivers to this Agreement will be effective unless in writing and signed by both parties. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. Headings herein are for convenience of reference only and shall in no way affect interpretation of the Agreement. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

12. Indemnification. Company agrees to indemnify, defend and hold harmless Consultant, including its affiliates and agents, against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any act, action or omission, except for acts of Consultant of willful misconduct, bad faith or gross negligence, related to this Agreement. Subject to the limitation hereunder, Consultant agrees to indemnify, defend and hold harmless Company, its officers, directors, members, employees, affiliates and agents against all losses, expenses, damages and costs caused by Consultant’s willful misconduct, bad faith or gross negligence related to this Agreement.

Any liability of Consultant and its officers, directors, controlling persons, employees or agents related to this Agreement shall not exceed the compensation (which shall be measured on the date of issuance of the Shares (as defined in the Statement of Work)) paid to Consultant by Company pursuant to this Agreement.

IN WITNESS WHEREOF, the undersigned have entered into this Consulting Agreement as of the Effective Date.

EXHIBIT A

FORM OF

Statement of Work

This Statement of Work is issued under and subject to all of the terms and conditions of the Consulting Agreement dated as of April 14, 2021 by and between Company and Consultant.

SERVICES

Company hereby engages Consultant as an advisor to management with respect to his knowledge and expertise on an as needed basis related to the Pre-Transaction Business (the “Services.”). Consultant shall be responsible for providing the Services to Zaman Khan and Vincent Loiacono, who shall be Consultant’s primary point of contact or such other persons as Company may specify during the term of this Agreement. The Services will be based, in whole or in part, upon information made available by Company to Consultant during this engagement

FEES /EXPENSES

Fees

In exchange for the Services provided during the term of this Agreement, Company shall issue to Consultant 1,250,000 restricted shares of Company’s common stock (the “Shares”) on the Effective Date valued at a price per share equal to $0.569.

The Shares are deemed and agreed to be a commencement incentive and consideration now due and owing for Consultant entering into this Agreement and performing Consultant’s duties during the term of this Agreement. Company acknowledges that as a result of Consultant’s services to Company prior to the Effective Date, Company may derive immediate benefit as a result of such services.

Consultant shall not be issued, at any time during the term or any extension thereof, such number of shares of common stock that would result in beneficial ownership by the Consultant and its affiliates of more than 9.99% of the outstanding shares of Company common stock.

Provided that restrictive legends may be removed in accordance with Rule 144, upon request of Consultant or its broker, Company agrees to take any and all action(s) necessary to remove such restrictive legends from the Shares awarded to Consultant pursuant to this Agreement, including, without limitation, (i) authorizing the Company’s transfer agent to remove the restrictive legend on the subject shares, (ii) expediting the acquisition of a legal opinion from Company’s authorized counsel at Company’s expense favorably opining as to the removal of the restrictive legend, and (iii) cooperating and communicating with Consultant and its broker in order to use the Company’s commercially reasonable best efforts to clear the subject shares of restriction as soon as possible after request by Consultant or its broker to either Company or its transfer agent. Further, Company agrees not to unreasonably withhold or delay approval of any request for removal of restrictive legends by Consultant or its broker in accordance with Rule 144.

Company (i) represents that its Board of Directors has approved this Agreement and that it will appropriately and timely disclose the issuance of the Shares in its SEC filing(s), if required by applicable securities laws; (ii) shall provide Consultant with a true and correct copy of Company’s board resolution authorizing the issuance of the Shares upon request; and (iii) represents and warrants that the Shares when issued to Consultant as compensation hereunder shall be validly issued, fully paid and non-assessable.

In connection with the issuance of the Shares to Consultant hereunder, as may be applicable, Company shall be responsible for any and all compliance with applicable securities laws, rules and regulations, including, without limitation, the Act as well as all applicable filing requirements under the Securities Exchange Act of 1934 (“Exchange Act”), and all state securities laws. Company recognizes and agrees that failure to timely make its Exchange Act filings will materially hinder the effectiveness of the Services and will constitute automatic grounds for cancellation by the Consultant and all compensation paid to Consultant up to and including the date of such failure shall be deemed fully earned by Consultant as of such date.

Consultant shall be entitled to the registration rights of the Holders (as such term is defined in the RRA) described in the Registration Rights Agreement in the form attached hereto as Exhibit A (the “RRA) and the Company agrees to register the Shares issued pursuant to this Agreement in accordance with the terms and conditions of the RRA.

Expenses

Company will reimburse Consultant for non-ordinary out of pocket expenses reasonably incurred by Consultant in connection with the performance of the Services. All reimbursable expenses must be pre-approved in writing by Company. An itemized expense statement must be submitted, including substantiating receipts, with monthly invoice, if applicable.

Exhibit A

Registration Rights Agreement

Page 6 of 6

Exhibit 10.10

SUBSCRIPTION AGREEMENT

This SUBSCRIPTION AGREEMENT (the “Agreement”), dated as of April 14, 2021 (the “Effective Date”), is by and between Sysorex, Inc., a Nevada corporation (the “Company”), and ___________________ (“Service Provider”).

RECITALS:

WHEREAS, the Company is a party to that certain Agreement and Plan of Merger by and among the Company, a Nevada corporation, TTM Acquisition Corp., a Nevada corporation and TTM Digital Assets & Technologies, Inc., a Nevada corporation (“TTM”) dated as of the Effective Date of this Agreement, pursuant to which the Company will acquire all of the issued and outstanding capital stock of TTM (the “Transaction”) and

WHEREAS, the Service Provider has agreed to accept an aggregate of ___________ shares (the “Securities”) of the Company’s common stock, $0.00001 par value per share (“Common Stock”), at a price per share equal to $0.569 in full satisfaction and payment for services rendered to the Company valued at an aggregate $__________________ (the “Service Value”) in accordance with the terms and conditions of this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the recitals above incorporated herein by this reference and the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Service Provider hereby agree as follows:

1. ISSUANCE OF SECURITIES FOR SERVICES RENDERED.

(a) Issuance of Common Stock. In connection and concurrent with the effective time of the closing of the Transaction (the “Transaction Effective Time”), in full satisfaction and in lieu of cash payment of the Service Value due to Service Provider, the Company will issue the Securities on the Closing Date (as defined below).

(b) Closing. The sale and purchase of the Securities shall take place at a closing (the “Closing”) to be managed by the remote exchange of documents. The date and time of the Closing shall be concurrent with the Transaction Effective Time, or at such other time or on such other date as parties hereto may mutually agree in writing (the “Closing Date”).

(c) Closing Deliveries.

(i) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to Service Provider:

(A) a copy of the irrevocable instructions to the Company transfer agent (“Transfer Agent”) instructing the Transfer Agent to deliver the Securities, on an expedited basis, and in all cases on or before the close of business on the second (2^nd) Trading Day following the Closing Date, in book entry form, in the name of Service Provider; and

(B) the Registration Rights Agreement, by and between the Company and Service Provider in the form attached hereto as Exhibit A (the “Registration Rights Agreement”, together with this Agreement, the “Transaction Documents”), duly executed by the Company.

(ii) On or prior to the Closing Date, Service Provider shall deliver or cause to be delivered to the Company, as applicable, the Registration Rights Agreement, duly executed by Service Provider.

“Trading Day” refers to a day on which the principal market or exchange on which the Company’s Common Stock is then listed or quoted for trading, including, the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, or the OTCQB Marketplace maintained by the OTC Market Group Inc. (or any successors to any of the foregoing).

2. SERVICE PROVIDER’S REPRESENTATIONS AND WARRANTIES.

Service Provider represents and warrants to the Company with respect to only itself that, as of the date hereof and the Closing Date:

(a) Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of Service Provider and shall constitute the legal, valid and binding obligation of Service Provider enforceable against Service Provider in accordance with its terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

(b) No Conflicts. The execution, delivery and performance by Service Provider of this Agreement and the consummation by Service Provider of the transactions contemplated hereby will not (i) result in a violation of the organizational documents of Service Provider or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which Service Provider is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to Service Provider, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Service Provider to perform its obligations hereunder.

(c) Information and Sophistication. During the course of this transaction, the Company has furnished the Service Provider with all information regarding the Company and the Securities that the Service Provider has requested or desired to know, has afforded the Service Provider the opportunity to ask questions of, and to receive answers from, duly authorized officers or other representatives of the Company concerning the terms and conditions of this Agreement, the Securities contemplated hereunder, and the affairs of the Company and any additional information relating to this Agreement or Securities and requested by the Service Provider. In evaluating the suitability of an investment in the Company, the Service Provider hereby acknowledges and represents that:

(i) Service Provider has prior investment experience, including investment in securities that are not listed, are unregistered and are not traded on any stock exchange or an automated quotation system; and

(iii) Service Provider, either by reason of Service Provider’s own business or financial experience or that of the Service Provider’s professional advisors as discussed in clause (i) above, as applicable, possesses sufficient knowledge and experience in financial and business matters so as to be capable of assessing the merits and risks of an investment in the Securities; and

(iv) has reviewed the SEC Reports (defined below);

(v) Service Provider is an “Accredited Investor” as defined in Rule 501(a) of Regulation D.

(d) No General Solicitation. The Securities were not offered or sold to Service Provider by means of, and Service Provider is not purchasing the Securities in reliance on, any form of general solicitation or general advertising and in connection therewith, the Service Provider (i) did not receive or review any advertisement, article, notice or other communication published in a newspaper, magazine or similar media or broadcast over television or radio, either closed circuit or generally available; and (ii) did not attend any seminar meeting or industry investor conference any of whose attendees were invited by general solicitation or general advertising, and is not otherwise relying on any communication that the Service Provider has reason to know was presented at such a meeting or conference.

(e) Registration and Exemption. Service Provider hereby acknowledges that the Securities have not been reviewed by the SEC or any state regulatory authority, and that the offer and issuance sale of the Securities is intended to be exempt from the registration requirements of Section 5 of the Securities Act of 1933, ad amended (the “Securities Act”) based in part upon the Service Provider’s representations and warranties contained in this Agreement. Service Provider agrees it will not sell or otherwise transfer the Securities unless and until the Securities are either registered under the Securities Act and any applicable state securities laws or the Company receives an opinion of counsel satisfactory to the Company that an exemption from such registration is available. Service Provider acknowledges that no federal or state agency has made any determination as to the fairness of the offering of the Securities, or any recommendation or endorsement of the Securities. Service Provider acknowledges that at such time, if ever, as the Securities are registered under the Securities Act, sales of the Securities will remain subject to state securities laws.

(f) Legend. Service Provider consents to the placement of a legend on any certificate or other document evidencing the Securities that such Securities have not been registered under the Securities Act or any state securities or other “blue sky” laws, and setting forth or referring to the restrictions on transferability and sale thereof contained in this Agreement. Service Provider is aware that the Company will make a notation in its appropriate records with respect to the restrictions on the transferability of the Securities.

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Company represents and warrants to Service Provider that, as of the date hereof and the Closing Date:

(a) Organization and Qualification. The Company and each of its subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any subsidiary is in violation or default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and its subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”) and no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

(b) Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement or any of the Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement by the Company, and the consummation by the Company of the transactions contemplated hereby (including, without limitation, the issuance of the shares of Common Stock) have been duly authorized by the Company’s board of directors and no further filing, consent or authorization is required by the Company, its subsidiaries, their respective boards of directors or their stockholders or other governing body. This Agreement and each other Transaction Document has been duly executed and delivered by the Company, and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law.

(c) Issuance of Securities. The issuance of the Securities is duly authorized and the Securities, when issued, shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof.

(d) No Conflicts. The execution, delivery and performance of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Securities) will not (i) result in a violation of the Articles of Incorporation (as defined below), Bylaws (as defined below) or other organizational documents of the Company or any of its subsidiaries, or any capital stock or other securities of the Company or any of its subsidiaries, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) in any respect under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including, without limitation, foreign, federal and state securities laws and regulations applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected.

(e) Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other U.S. federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than such filings as may be required to be made under applicable federal and state securities laws.

(f) SEC Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the twelve months preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company is not and has not been subject to Rule 144(i). The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

(g) Private Placement. Assuming the accuracy of the representations and warranties of Service Provider set forth in Section 3, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to Service Provider as contemplated by this Agreement.

4. COVENANTS.

(a) Register. The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice to each holder of Securities), a register for the Securities in which the Company shall record (x) the name and address of the person in whose name the shares of Common Stock have been issued (including the name and address of each transferee) and (y) the aggregate number of shares of Common Stock held by such Person. The Company shall keep the register open and available at all times during business hours for inspection of any Service Provider representative or its legal representatives.

(b) Legends. The Securities to be issued under this Agreement are being issued in accordance with an exemption from registration pursuant to Section 4(a)(2) of the Securities Act, and certificates and any other instruments evidencing the Securities should bear the following restrictive legend:

THESE SECURITIES 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. THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER INDEBTEDNESS SECURED BY SUCH SECURITIES.

(c) Rule 144; Current Information. For so long as Service Provider owns the Securities, the Company will timely file on the applicable deadline all reports required to be filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and will take all reasonable action under its control to ensure that adequate current public information with respect to the Company, as required in accordance with Rule 144 of the Securities Act is publicly available, and will not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would permit such termination.

(d) Registration Rights. Service Provider shall be entitled to the registration rights described in the Registration Rights Agreement and the Company agrees to register the Securities in accordance with the terms and conditions of the Registration Rights Agreement.

5. MISCELLANEOUS.

(a) Governing Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of Nevada, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Nevada or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Nevada. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of Nevada, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude Service Provider from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s obligations to Service Provider or to enforce a judgment or other court ruling in favor of Service Provider. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, OR ANY TRANSACTION CONTEMPLATED HEREBY.

(b) Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. In the event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.

(c) Headings; Gender. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and plural forms thereof. The terms “including,” “includes,” “include” and words of like import shall be construed broadly as if followed by the words “without limitation.” The terms “herein,” “hereunder,” “hereof” and words of like import refer to this entire Agreement instead of just the provision in which they are found.

(d) Severability. If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

(e) Entire Agreement; Amendments. This Agreement supersedes all other prior oral or written agreements between Service Provider and the Company and contains the entire understanding of the parties solely with respect to the matters covered herein except as set forth in the other Transaction Documents. For clarification purposes, the Recitals are part of this Agreement and the Transaction Documents remains in full force and effect. No provision of this Agreement may be amended or waived other than by an instrument in writing signed by the Company and Service Provider.

(f) Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been given and delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party) or electronic mail; or (iii) one (1) Business Day after deposit with an overnight courier service with next day delivery specified, in each case, properly addressed to the party to receive the same. As used herein “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed. The addresses, facsimile numbers and e-mail addresses for such communications shall be:

If to the Company:

Sysorex, Inc.

13880 Dulles Corner Lane, Suite 175

Herndon, VA 20171

Attn: Zaman Khan

E-mail: zaman.khan@sysorexinc.com

If to Service Provider:

[Contact Information]

or to such other address, e-mail address and/or facsimile number and/or to the attention of such other Person as the recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine or e-mail containing the time, date, recipient facsimile number, if applicable, and, with respect to each facsimile transmission, an image of the first page of such transmission or (C) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from an overnight courier service in accordance with clause (i), (ii) or (iii) above, respectively.

(g) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, including any Service Providers of any of the Securities.

(h) No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

(i) Survival. The representations, warranties, agreements and covenants contained herein shall survive the Closing.

(j) Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

(k) Construction. The language used in this 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. No specific representation or warranty shall limit the generality or applicability of a more general representation or warranty. Each and every reference to share prices, shares of Common Stock and any other numbers in this Agreement that relate to the Common Stock shall be automatically adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions that occur with respect to the Common Stock after the date of this Agreement through the Closing Date.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, Service Provider and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first written above.

[Signature Page to Subscription Agreement]

EXHIBIT A

FORM OF Registration Rights Agreement

Exhibit 10.11

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 14, 2021 (the “Effective Date”) between Sysorex, Inc., a Nevada corporation (the “Company”), and each of the several holders of the Company’s common stock, par value $0.00001 per share (the “Common Stock”) or the holders of rights to acquire Common Stock that are signatories hereto (each such holder, a “Holder” and, collectively, the “Holders”).

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and each of the Holders agree as follows:

1. Definitions. As used in this Agreement, the specified terms, which may not include all of the defined terms contained in this Agreement, shall have the following meanings:

“Advice” shall have the meaning set forth in Section 6(d).

“Bridge Financing” means the consummation of an offering of the Company’s equity securities (or other debt or equity instruments convertible into or exercisable for the Company’s equity securities) in one or a series of related transactions, the principal purpose of which is to raise capital, which transaction or series of related transactions result in the Company receiving gross proceeds of not less than $5,000,000.

“Commission” means the U.S. Securities and Exchange Commission (“SEC”).

“Effectiveness Date” means, with respect to the Initial Registration Statement required to be filed hereunder, the forty-fifth (45^th) calendar day following the Filing Date and with respect to any additional Registration Statements that may be required pursuant to Section 2(c) or Section 3(c), the forty-fifth (45^th) calendar day following the applicable Filing Date for such additional Registration Statement; provided, however, that in the event the Company is notified by the Commission that one or more of the above Registration Statements will not be reviewed or is no longer subject to further review and comments, the Effectiveness Date as to such Registration Statement shall be the fifth (5^th) Trading Day following the date on which the Company is so notified if such date precedes the dates otherwise required above, provided, further, if such Effectiveness Date falls on a day that is not a Trading Day, then the Effectiveness Date shall be the next succeeding Trading Day.

“Effectiveness Period” shall have the meaning set forth in Section 2(a).

“Event” shall have the meaning set forth in Section 2(d).

“Event Date” shall have the meaning set forth in Section 2(d).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Registrable Securities” shall have the meaning set forth in Section 6(e).

“Filing Date” means, with respect to the Initial Registration Statement required hereunder, the ninetieth (90^th) calendar day following the Transaction Closing Date and, with respect to any additional Registration Statements that may be required pursuant to Section 2(c) or Section 3(c), the earliest practical date on which the Company is permitted by SEC Guidance to file such additional Registration Statement related to the Registrable Securities.

“Holder” or “Holders” means the holder or holders, as the case may be, from time-to-time of Registrable Securities.

“Holder Delay” shall have the meaning set forth in Section 3(a).  

“Holder’s Share Value” means the aggregate value of the Shares held by the Holder and issued pursuant to the Holder’s Share Acquisition Agreement as set forth on Schedule 1.

“Indemnified Party” shall have the meaning set forth in Section 5(c).

“Indemnifying Party” shall have the meaning set forth in Section 5(c).

“Initial Registration Statement” means the initial Registration Statement filed pursuant to this Agreement.

“Losses” shall have the meaning set forth in Section 5(a).

“Majority Holders” means the Holders of a majority of the then outstanding Registrable Securities, which must include [               ].

“Merger Shares” means the shares of Common Stock issued to the shareholders of TTM Digital Assets & Technologies, Inc. (“TTM”) pursuant to that certain Agreement and Plan of Merger, dated April 8, 2021 by and among the Company, TTM Acquisition Corp., a Nevada corporation and TTM as set forth on Schedule I.

“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Piggyback Registration” shall have the meaning set forth in Section 6(e).

“Plan of Distribution” shall have the meaning set forth in Section 2(a).

“Prospectus” means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated by the Commission pursuant to the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all materials incorporated by reference or deemed to be incorporated by reference in such Prospectus.

“Registrable Securities” means, as of any date of determination, (a) the Shares and (b) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the Shares; provided, however, that any such Registrable Securities shall cease to be Registrable Securities (and the Company shall not be required to maintain the effectiveness of any, or file another, Registration Statement hereunder with respect thereto) upon the earliest to occur of the following (a) a Registration Statement with respect to the sale of such Registrable Securities is declared effective by the Commission under the Securities Act and such Registrable Securities have been disposed of by the Holder in accordance with such effective Registration Statement, (b) such Registrable Securities have been previously sold in accordance with Rule 144, or (c) such securities become eligible for resale without volume or manner-of-sale restrictions and without current public information pursuant to Rule 144 as set forth in a written opinion letter to such effect, addressed, delivered and acceptable to the Transfer Agent and the affected Holders (assuming that such securities and any securities issuable upon exercise, conversion or exchange of which, or as a dividend upon which, such securities were issued or are issuable, were at no time held by any Affiliate of the Company, as reasonably determined by the Company, upon the advice of counsel to the Company.

“Registration Statement” means any registration statement required to be filed hereunder pursuant to Section 2(a) and any additional registration statements contemplated by Section 2(c) or Section 3(c), including (in each case) the Prospectus, amendments and supplements to any such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in any such registration statement.

“Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time-to-time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“Rule 415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time-to-time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“Rule 424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time-to-time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“Share Acquisition Agreement” means the applicable agreement by and between the Holder and the Company, described on Schedule 1 pursuant to which the Holder acquired the Shares set forth next to such Holder’s name on Schedule 1.

“Securities Act” means the Securities Act of 1933, as amended.

“Selling Stockholder Questionnaire” shall have the meaning set forth in Section 3(a).

“SEC Guidance” means (i) any publicly available written or oral guidance of the Commission staff, or any comments, requirements or requests of the Commission staff and (ii) the Securities Act.

“Shares” means the shares of Common Stock, including the shares of Common Stock underlying any rights to acquire shares of Common Stock, held by the Holders as set forth on Schedule 1 and the Merger Shares.

“Trading Day” refers to a day on which the Trading Market is open for trading.

“Trading Market” means the principal market or exchange on which the Company’s Common Stock is then listed or quoted for trading, including, the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, or the OTCQB Marketplace maintained by the OTC Market Group Inc. (or any successors to any of the foregoing).

“Transaction Closing Date” means the closing of the transactions contemplated by the Agreement and Plan of Merger, by and among the Company, TTM Acquisition Corp., a Nevada corporation and TTM Digital Assets & Technologies, Inc., a Nevada Corporation dated as of the Effective Date.

“Transfer Agent” means the Company’s transfer agent with respect to its Common Stock.

2. Registration Rights.

(a) On or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-3 or, if Form S-3 is unavailable to the Company, on Form S-1 and shall contain (unless otherwise directed by the Majority Holders) substantially the form of the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement and the limitations set forth in Section 6(e)(ii) below, the Company shall use its commercially reasonable efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the Effectiveness Date of such Registration Statement, file a final Prospectus with the Commission in accordance with Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d).

(b) Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or Form S-1, and subject to the provisions of Section 2(d) with respect to the payment of liquidated damages; provided, however, that prior to filing such amendment, the Company shall be obligated to use commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09.

(c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holders. In the event of a cutback hereunder, the Company shall give each Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such Form S-1 to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended.

(d) If: except as otherwise set forth under Section 6(e)(ii), (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five (5) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) a Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or (iv) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of thirty (30) calendar days (which need not be consecutive calendar days) during any twelve (12)-month period (any such failure or breach being referred to as an “Event,” and for purposes of clauses (i) and (iii), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iv) the date on which such ten (10) or thirty (30) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of One and One-Half Percent (1.5%) multiplied by the Holder’s Share Value set forth on Schedule 1 beside such Holder’s name. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven (7) days after the date payable, the Company will pay interest thereon at a rate of Eighteen Percent (18%) per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event.

3. Registration Procedures.

In connection with the Company’s registration obligations hereunder, the Company shall:

(a) Not less than three (3) Trading Days prior to the filing of each Registration Statement and not less than one (1) Trading Day prior to the filing of any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated or deemed to be incorporated therein by reference), the Company shall (i) furnish to each Holder copies of all such documents proposed to be filed, which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the review of such Holders, and (ii) cause its officers and directors, counsel and independent registered public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of respective counsel to each Holder, to conduct a reasonable investigation within the meaning of the Securities Act. Notwithstanding the above, the Company shall not be obligated to provide the Holders advance copies of any universal shelf registration statement registering securities in addition to those required hereunder, or any Prospectus prepared thereto. The Company shall not file a Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Holders of a majority of the Registrable Securities shall reasonably object in good faith, provided that, the Company is notified of such objection in writing no later than three (3) Trading Days after the Holders have been so furnished copies of a Registration Statement or one (1) Trading Day after the Holders have been so furnished copies of any related Prospectus or amendments or supplements thereto. Each Holder agrees to furnish to the Company a completed questionnaire in the form attached to this Agreement as Annex B (a “Selling Stockholder Questionnaire”) on a date that is not less than two (2) Trading Days prior to the Filing Date or by the end of the third (3^rd) Trading Day following the date on which such Holder receives draft materials in accordance with this Section.

(b) (i) Prepare and file with the Commission such amendments, including post-effective amendments, to a Registration Statement and the Prospectus used in connection therewith as may be necessary to keep a Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities, (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended, to be filed pursuant to Rule 424, (iii) respond as promptly as reasonably possible to any comments received from the Commission with respect to a Registration Statement or any amendment thereto and provide as promptly as reasonably possible to the Holders true and complete copies of all correspondence from and to the Commission relating to a Registration Statement (provided that, the Company shall excise any information contained therein which would constitute material non-public information regarding the Company or any of its subsidiaries), and (iv) comply in all material respects with the applicable provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by a Registration Statement during the applicable period in accordance (subject to the terms of this Agreement) with the intended methods of disposition by the Holders thereof set forth in such Registration Statement as so amended or in such Prospectus as so supplemented.

(c) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in a Registration Statement, then the Company shall file as soon as reasonably practicable, but in any case, prior to the applicable Filing Date, an additional Registration Statement covering the resale by the Holders of not less than the number of such Registrable Securities.

(d) Notify the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably possible (and, in the case of (i)(A) below, not less than one (1) Trading Day prior to such filing) and (if requested by any such Person) confirm such notice in writing no later than one (1) Trading Day following the day (i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment to a Registration Statement is proposed to be filed, (B) when the Commission notifies the Company whether there will be a “review” of such Registration Statement and whenever the Commission comments in writing on such Registration Statement, and (C) with respect to a Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any request by the Commission or any other federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional information, (iii) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose, (v) of the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in a Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration Statement, Prospectus or other documents so that, in the case of a Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (vi) of the occurrence or existence of any pending corporate development with respect to the Company that the Company believes may be material and that, in the determination of the Company, makes it not in the best interest of the Company to allow continued availability of a Registration Statement or Prospectus, provided, however, in no event shall any such notice contain any information which would constitute material, non-public information regarding the Company or any of its subsidiaries. 

(e) Use its best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping or suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.

(f) Furnish to each Holder, without charge, at least one conformed copy of each such Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Person, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item available on the EDGAR system (or successor thereto) need not be furnished in physical form.

(g) Subject to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto, except after the giving of any notice pursuant to Section 3(d).

(h) The Company shall cooperate with any broker-dealer through which a Holder proposes to resell its Registrable Securities in effecting a filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110, as requested by any such Holder, and the Company shall pay the filing fee required by such filing within two (2) Trading Days of request therefor.

(i) Prior to any resale of Registrable Securities by a Holder, use its commercially reasonable efforts to register or qualify or cooperate with the selling Holders in connection with the registration or qualification (or exemption from the Registration or qualification) of such Registrable Securities for the resale by the Holder under the securities or ‘Blue Sky’ laws of such jurisdictions within the United States as any Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by each Registration Statement; provided, that, the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction where it is not then so subject or file a general consent to service of process in any such jurisdiction.

(j) If requested by a Holder, cooperate with such Holder to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free, to the extent permitted by the Share Acquisition Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holder may request.

(k) Upon the occurrence of any event contemplated by Section 3(d), as promptly as reasonably possible under the circumstances taking into account the Company’s good faith assessment of any adverse consequences to the Company and its stockholders of the premature disclosure of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company notifies the Holders in accordance with clauses (iii) through (vi) of Section 3(d) above to suspend the use of any Prospectus until the requisite changes to such Prospectus have been made, then the Holders shall suspend use of such Prospectus. The Company will use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company shall be entitled to exercise its right under this Section 3(k) to suspend the availability of a Registration Statement and Prospectus, subject to the payment of partial liquidated damages otherwise required pursuant to Section 2(d), for a period not to exceed sixty (60) calendar days (which need not be consecutive days) in any twelve (12)-month period.

(l) Comply with all applicable rules and regulations of the Commission.

(m) The Company may require each selling Holder to furnish to the Company a certified statement as to the number of shares of Common Stock beneficially owned by such Holder and, if required by the Commission, the natural persons thereof that have voting and dispositive control over the shares. During any periods that the Company is unable to meet its obligations hereunder with respect to the registration of the Registrable Securities solely because any Holder fails to furnish such information within three (3) Trading Days of the Company’s request, any liquidated damages that are accruing at such time as to such Holder only shall be tolled and any Event that may otherwise occur solely because of such delay shall be suspended as to such Holder only, until such information is delivered to the Company.

4. Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants and reasonable fees of one counsel for the Holders) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (D) if not previously paid by the Company in connection with an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with FINRA pursuant to FINRA Rule 5110, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for hereinabove or in the Transaction Documents, any legal fees or other costs of the Holders.

5. Indemnification.

(a) Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, stockholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, except to the extent, but only to the extent, that (i) such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose) or (ii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. The Company shall notify the Holders promptly of the institution, threat or assertion of any ‘Proceeding’ arising from or in connection with the transactions contemplated by this Agreement of which the Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified person and shall survive the transfer of any Registrable Securities by any of the Holders in accordance with Section 6(h).

(b) Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s failure to comply with any applicable prospectus delivery requirements of the Securities Act through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), to the extent, but only to the extent, related to the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d), but only if and to the extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of any selling Holder under this Section 5(b) be greater in amount than the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

(c) Conduct of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof; provided, that, the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have materially and adversely prejudiced the Indemnifying Party.

An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in writing to pay such fees and expenses, (2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding, or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and counsel to the Indemnified Party shall reasonably believe that a material conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable fees and expenses of no more than one separate counsel shall be at the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld or delayed. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.

Subject to the terms of this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section) shall be paid to the Indemnified Party, as incurred, within ten (10) Trading Days of written notice thereof to the Indemnifying Party; provided, that, the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to such actions for which such Indemnified Party is finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) not to be entitled to indemnification hereunder.

(d) Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms.

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 5(d), no Holder shall be required to contribute pursuant to this Section 5(d), in the aggregate, any amount in excess of the amount by which the net proceeds actually received by such Holder from the sale of the Registrable Securities subject to the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

6. Miscellaneous.

(a) Remedies. In the event of a breach by the Company or by a Holder of any of their respective obligations under this Agreement, each Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. Each of the Company and each Holder agrees that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall not assert or shall waive the defense that a remedy at law would be adequate.

(b) Intentionally Omitted.

(c) Compliance. Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it (unless an exemption therefrom is available) in connection with sales of Registrable Securities pursuant to a Registration Statement.

(d) Discontinued Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 3(d)(iii) through (vi), such Holder will forthwith discontinue disposition of such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”) by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company will use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company agrees and acknowledges that any periods during which the Holder is required to discontinue the disposition of the Registrable Securities hereunder shall be subject to the provisions of Section 2(d).

(e) Piggy-Back Registrations.

(i) If, at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities (“Excluded Registrable Securities”) and the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver to each Holder a written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered (“Piggyback Registration”).

(ii) If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities, or a resale registration on behalf of holders of the Company’s securities acquired in connection with the Bridge Financing and the managing underwriters or placement agent advises the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will (1) include in such registration a pro rata share of Excluded Registrable Securities requested to be included in such registration statement as calculated by dividing the number of Excluded Registrable Securities requested to be included in such registration statement by the number of the Company’s securities requested to be included in such registration statement by all selling security holders and/or (2) may require that the resale of the Registrable Securities upon registration will be subject to the terms of a ‘Leak Out’ agreement that has been approved by the Majority Holders. In such event, the holder of Excluded Registrable Securities shall continue to have registration rights under this Agreement with respect to any Excluded Registrable Securities not so included in such registration statement.

(iii) Notwithstanding the foregoing, if, at any time after giving a notice of Piggyback Registration and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded Registrable Securities and, following such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Excluded Registrable Securities in connection with such registration, and (ii) in the case of determination to delay registering, shall be permitted to delay registering any Excluded Registrable Securities for the same period as the delay in registering such other securities.

(f) Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed by the Company and the Majority Holders. If a Registration Statement does not register all of the Registrable Securities pursuant to a waiver or amendment done in compliance with the previous sentence, then the number of Registrable Securities to be registered for each Holder shall be reduced pro rata among all Holders and each Holder shall have the right to designate which of its Registrable Securities shall be omitted from such Registration Statement. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of a Holder or some Holders and that does not directly or indirectly affect the rights of other Holders may be given only by such Holder or Holders of all of the Registrable Securities to which such waiver or consent relates; provided, however, that the provisions of this sentence may not be amended, modified, or supplemented except in accordance with the provisions of the first sentence of this Section 6(f). No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration also is offered to all of the parties to this Agreement.

(g) Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as set forth in the Share Acquisition Agreement.

(h) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties and shall inure to the benefit of each Holder. The Company may not assign (except by merger) its rights or obligations hereunder without the prior written consent of all of the Holders of the then outstanding Registrable Securities. Each Holder may assign their respective rights hereunder in the manner permitted under Share Acquisition Agreement applicable to such Holder.

(i) No Inconsistent Agreements. Neither the Company nor any of its subsidiaries has entered, as of the date hereof, nor shall the Company or any of its subsidiaries, on or after the date of this Agreement, enter into any agreement with respect to its securities, that would have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. Neither the Company nor any of its subsidiaries has previously entered into any agreement granting any registration rights with respect to any of its securities to any Person that have not been satisfied in full.

(j) Execution and Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page was an original thereof.

(k) Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of Nevada, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Nevada or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Nevada. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of Nevada, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.

(l) WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER ANY RIGHT TO TRIAL BY JURY.

(m) Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any other remedies provided by law.

(n) Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(o) Headings. The headings in this Agreement are for convenience only, do not constitute a part of the Agreement and shall not be deemed to limit or affect any of the provisions hereof.

(p) Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not joint with the obligations of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Holders are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by this Agreement or any other matters, and the Company acknowledges that the Holders are not acting in concert or as a group, and the Company shall not asset any such claim, with respect to such obligations or transactions. Each Holder shall be entitled to protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose. The use of a single agreement with respect to the obligations of the Company contained was solely in the control of the Company, not the action or decision of any Holder, and was done solely for the convenience of the Company and not because it was required or requested to do so by any Holder. It is expressly understood and agreed that each provision contained in this Agreement is between the Company and a Holder, solely, and not between the Company and the Holders collectively and not between and among Holders.

********************

(Signature Pages Follow)

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

[SIGNATURE PAGE OF HOLDERS FOLLOWS]

[SIGNATURE PAGE OF HOLDERS TO SYSOREX REGISTRATION RIGHTS AGREEMENT]

Name of Holder: __________________________

Signature of Authorized Signatory of Holder: __________________________

Name of Authorized Signatory: _________________________

Title of Authorized Signatory: __________________________

[SIGNATURE PAGES CONTINUE]

Schedule 1

Exhibits, schedules and similar attachments have been omitted pursuant to Item 601 of Regulation S-K and the registrant undertakes to furnish supplemental copies of any of the omitted exhibits and schedules upon request by the SEC.

Annex A

Plan of Distribution

Each Selling Stockholder (the “Selling Stockholders”) of the securities and any of their pledgees, assignees and successors-in-interest may, from time-to-time, sell any or all of their securities covered hereby on the principal Trading Market or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling securities:

The Selling Stockholders may also sell securities under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus.

Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the Holder of securities, from the Holder) in amounts to be negotiated, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.

In connection with the sale of the securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Stockholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities, which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The Selling Stockholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.

The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

Because Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus that qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. The Selling Stockholders have advised us that there is no underwriter or coordinating broker acting in connection with the proposed sale of the resale securities by the Selling Stockholders.

We agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Stockholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and regulations under the Securities Exchange Act of 1934, as Amended (“Securities Exchange Act”), any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each Holder at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

Annex B

SYSOREX INC.

Selling Stockholder Notice and Questionnaire

The undersigned beneficial owner of common stock (the “Registrable Securities”) of Sysorex, Inc. (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.

Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

NOTICE

The undersigned beneficial owner (the “Selling Stockholder”) of Registrable Securities hereby elects to include the Registrable Securities owned by it in the Registration Statement.

The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate:

QUESTIONNAIRE

Yes      No

Yes      No

Except as set forth below in this Item 4, the undersigned is not the beneficial or registered owner of any securities of the Company other than the securities issuable pursuant to the Purchase Agreement.

Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity securities of the undersigned) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.

State any exceptions here:

The undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective.

By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 5 and the inclusion of such information in the Registration Statement and the related prospectus and any amendments or supplements thereto. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus and any amendments or supplements thereto.

IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent.

Selling Stockholder Name: _______________________________________________________________

Name of Authorized Person:______________________________________________________________

Title of Authorized Person: _______________________________________________________________

Signature of Authorized Person: ___________________________________________________________

Date: ________________________________________________________________________________

PLEASE FAX A COPY (OR EMAIL A .PDF COPY) OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO:

22

Exhibit 10.12

COMMERCIAL LOAN AGREEMENT

THIS COMMERICAL LOAN AGREEMENT (this “Agreement”) is made as of this 14th day of April 2021 (“Effective Date”), by and between Sysorex, Inc., a Nevada corporation having an address at 13880 Dulles Corner Lane, Ste. 175, Herndon, VA 20171 (“Borrower”) and First Choice International Company, Inc., a Delaware corporation, having an address at 21399 Marina Cove Cir., Unit M14, Aventura, FL 33180 (the “Lender”). The Borrower and Lender are individually referred to herein as a “party” and collectively as the “parties.”

RECITALS

WHEREAS, the Lender has agreed to lend the Borrower the principal amount of Two Hundred Seventy-Eight Thousand Three Hundred Sixty-Eight dollars and Fifty Cents ($278,368.50) at an interest rate of one percent (1%) per month and a term of ninety (90) days (“Loan”).

WHEREAS, the Borrower has agreed to secure full performance of the obligations set forth or otherwise contemplated in the Loan Documents and the Settlement Agreement (as defined in the Stock Pledge Agreement) with a pledge of the that number of shares of the Borrower’s common stock equal to Three Hundred Percent (300%) of the Loan Amount inclusive of the full value of the VMS Settlement Amount (as defined in the Stock Pledge Agreement) (“Collateral”). The terms of the stock pledge shall be set forth in the Stock Pledge Agreement included herewith.

WHEREAS, this Agreement, the Promissory Note, the Stock Pledge Agreement and any ancillary documents related thereto shall hereinafter be referred to as the “Loan Documents.”

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows:

1. Incorporation of Recitals and Exhibits. Each of the Recitals above and all Exhibits, and other instruments referred to in this Agreement are hereby incorporated into this Agreement as though set forth in full. Provisions set forth in the Recitals have the same force and effect as any other provisions of this Agreement.

2. The Loan. Subject to all of the terms and conditions of this Agreement, Lender agrees to lend to Borrower and Borrower agrees to borrow from Lender the Principal Amount (as defined in the Promissory Note).

3. The Loan Documents. The Borrower shall execute the Loan Documents and deliver the same to Lender.

4. Representations, Warranties and Covenants. Borrower makes the following representations and warranties and covenants to the Lender, all of which shall survive Closing:

(a) Borrower is a corporation, validly formed and validly existing under the laws of the state of its incorporation. Borrower has full power and authority to execute, deliver and perform the obligations and carry out the duties imposed upon Borrower by the Loan Documents, and Borrower has taken all actions necessary to carry out Borrower’s obligations and duties in connection with the Loan.

(b) The individual executing the Loan Documents has full power and authority to execute and deliver the Loan Documents on behalf of Borrower, and to execute, deliver and perform the obligations and carry out the duties imposed upon the Borrower by the Loan Documents, and Borrower has taken all action necessary to carry out Borrower’s obligations and duties in connection with the Loan.

(c) Each of the Loan Documents executed by the Borrower have been duly and properly executed and delivered.

(d) To the Borrower’s actual knowledge, each of the Loan Documents constitute legal, valid and binding obligations of the Borrower, and are enforceable in accordance with their respective terms, except as such enforceability may be affected by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor’s rights generally, and limitations imposed by general principles of equity.

(e) No provision of any deed of trust, mortgage, indenture, agreement, contract, or other instrument requires the consent or authorization of any other person, firm or corporation as a condition precedent to the consummation of the transactions contemplated herein or in any of the other Loan Documents, or if required, such consents or authorizations have been obtained.

(f) No approvals, consents or permits are required in connection with the execution, delivery and performance by the Borrower of this Agreement or any of the other Loan Documents, or in connection with the performance or consummation by the Borrower, of any of the transactions contemplated hereby or thereby, or if required, such approvals, consents or permits have been obtained.

(g) The execution, delivery and performance of any of the Loan Documents, the granting of the security interests therein (either stated herein or hereinafter required), and the compliance with the provisions of Loan Documents, (i) have not constituted (and will not, upon the giving of notice or lapse of time or both, constitute) either (A) a breach or default under any organizational document of Borrower, or any indenture, mortgage, deed of trust, franchise, permit, license, note or any other agreement or instrument to which the Borrower is a party, or any of the Borrower’s respective properties or assets may be bound or affected, or (B) a violation of any applicable law, court order, writ, injunction or other decree which may affect the Borrower and (ii) will not result in a lien or privilege against any property or assets of the Borrower, other than liens in favor of Lender pursuant to the Loan Documents (either stated herein or hereinafter required).

(h) No actions, suits or proceedings are pending, or to the Borrower’s actual knowledge are threatened against the Borrower, which might affect the ability of the Borrower to perform its respective obligations pursuant to and as contemplated by the terms and provisions of the Loan Documents.

(i) Neither the Borrower nor or any of its affiliates has dealt with any brokers in connection with this Loan transaction, and no brokerage fees or commissions are payable by or to any person in connection with any of the Loan Documents.

(j) No aspect of the Loan transaction violates or will violate any usury laws or laws regarding the validity of agreements to pay interest in effect on the date hereof.

(k) The information provided by the Borrower to Lender in connection with the Loan does not include an untrue statement of a material fact or omit to state any material fact or any other fact which is necessary to make the statements contained therein (in the light of the circumstances under which they were made) not misleading.

(l) Neither the Borrower nor any of its affiliates is subject to sanctions of the United States government or in violation of any laws relating to terrorism or money laundering, including Executive Order No. 13224, 66 Fed. Reg. 49079 (published September 25, 2001) (the “Terrorism Executive Order”) or a person similarly designated under any related enabling legislation or any other similar executive order (collectively with the Terrorism Executive Order, the “Executive Orders”), the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56, the “Patriot Act”), any sanctions and regulations promulgated under authority granted by the Trading with the Enemy Act, 50 U.S.C. App. 1-44, as amended from time-to-time, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701-06, as amended from time-to-time, the Iraqi Sanctions Act, Publ. L. No. 101-513; United Nations Participation Act, 22 U.S.C. § 287c, as amended from time-to-time, the International Security and Development Cooperation Act, 22 U.S.C. § 2349 aa-9, as amended from time-to-time, The Cuban Democracy Act, 22 U.S.C. §§ 6001-10, as amended from time-to-time, The Cuban Liberty and Democratic Solidarity Act, 18 U.S.C. §§ 2332d and 2339b, as amended from time-to-time, and The Foreign Narcotics Kingpin Designation Act, Publ. L. No. 106-120, as amended from time-to-time.

(m) Neither the Borrower nor any of its affiliates is (i) listed on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control, Department of the Treasury, and/or on any other similar list (the “Lists”) maintained by such office pursuant to any authorizing statute, Executive Order or regulation or (ii) a Person (a “Designated Person”) either (A) included within the term “designated national” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (B) designated under Sections 1(a), 1(b), 1(c) or 1(d) of the Terrorism Executive Order or a Person similarly designated under any related enabling legislation or any other similar Executive Orders.

(n) Neither the Borrower nor any of its affiliates are knowingly or will knowingly (i) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Designated Person, (ii) deal in, or otherwise engage in, any transaction relating to any property or interest in property blocked pursuant to any Executive Order or the Patriot Act, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Executive Order or the Patriot Act.

(o) To the Borrower’s actual knowledge, the Borrower has procured and properly maintained all licenses or permits necessary to operate its business.

(p) The Borrower hereby agrees to protect, indemnify, defend and save harmless the Lender and its affiliates, including, but not limited to, its shareholders, directors, managers, members, officers, agents, attorneys and employees from and against any and all injuries, damages, losses, liabilities and expenses of any kind or nature and from any suits, claims or demands, including legal fees and expenses, by reason of, or as a result of any violation of its obligations arising from the Loan Documents.

5. Event of Default. An “Event of Default” means the occurrence of any one or more of the following events:

(a) the failure by the Borrower to make any payment required under the Promissory Note when due;

(b) the failure of the Borrower to observe or perform its obligations under the Loan Documents or the Settlement Agreement (as defined in the Stock Pledge Agreement), which failure continues beyond the expiration of any applicable notice and Cure Period;

(c) the failure of the Borrower to convey the Collateral to the Lender after the expiration of any Cure Period under the Loan Documents or the Settlement Agreement;

(d) any representation or warranty contained in the Loan Documents or the Settlement Agreement shall have been false or misleading in any material respect when made; and

(e) if the Borrower (i) shall commence any case, proceeding or other action under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, conservatorship or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it bankrupt or insolvent, or seeking relief with respect to it or its debts, or seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets; (ii) shall make a general assignment for the benefit of its creditors; or (iii) shall have commenced against it any case, proceeding or other action of a nature referred to in clause (i) above which results in the entry of an order for relief or any such adjudication or appointment or remains undismissed, undischarged or unbonded for a period of sixty (60) days; (iv) shall have commenced against it any case, proceeding or other action seeking issuance of a warrant of attachment, execution, restraint or similar process against all or any substantial part of its assets which results in the entry of any order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within sixty (60) days from the entry thereof; (v) shall take any action that results in a stop transfer order being placed on the Collateral; (vi) shall take any action to further encumber the Collateral in any respect; (vii) shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i) through (v vii) above; or (viii) shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due.

6. Notice and Cure. Borrower shall be entitled to notice and (i) in the case of covenants which can be cured by the payment of money, ten (10) days from such notice to cure such covenant, and (ii) in the case of other covenants, thirty (30) days from such notice to cure failure to perform. If a failure to perform which cannot be cured by the payment of money is susceptible of cure, but cannot be cured within thirty (30) days from notice through the exercise of reasonable diligence, then, so long as the Borrower commences cure within such thirty (30)-day period, such failure remains susceptible to cure, and the Borrower diligently pursues cure and completes such cure within forty-five (45) days of receipt of notice of default, such failure shall not be deemed to create an Event of Default.

7. The Lender’s Remedies. If an Event of Default shall occur, the Lender shall have all rights and remedies available to it or for its benefit under the Loan Documents or otherwise at law and in equity and the Lender shall have no further obligation to perform its obligations under any of the Loan Documents. The Borrower shall not interfere with the exercise by the Lender of any of its rights and remedies under the Loan Documents, including but not limited to the issuance of the Collateral to and in the name of Lender or assigns and shall fully cooperate with the Lender in the exercise of the Lender’s rights.

8. Miscellaneous.

(a) Relationship of the Borrower and the Lender. The relationship between the Borrower and the Lender is solely that of debtor and creditor. The Lender has no fiduciary or other special relationship with the Borrower, is not a partner or joint venturer of the Borrower and is not an agent of the Borrower. No term of the Loan Documents shall be construed as creating any relationship between the Borrower on one hand and the Lender on the other hand, to be anything other than that of debtor and creditor.

(b) No Lender Obligations. By accepting or approving anything required to be observed, performed or fulfilled or to be given to the Lender pursuant to the Loan Documents, including without limitation, any officer’s certificate, balance sheet, statement of profit and loss or other financial statement, the Lender shall not be deemed to have warranted, consented to, or affirmed the sufficiency, the legality or effectiveness of same, and such acceptance or approval thereof shall not constitute any warranty or affirmation with respect thereto by the Lender.

(c) Survival of Covenants, Representations and Warranties. All covenants, representations and warranties contained in the Loan Documents or made in writing by or on behalf of the Borrower in connection with the transactions contemplated by this Agreement shall survive for the duration of any statutes of limitation applicable thereto, the execution and delivery of this Agreement, the Promissory Note, the Stock Pledge Agreement, any ancillary document to the Loan Documents, and the funding of the Loan, any investigation at any time made by the Lender or on the Lender’s behalf, and any disposition of or payment on the Promissory Note.

(d) Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provisions in any other jurisdiction.

(e) Amendment, Waiver, Entire Agreement. This Agreement may be amended, and waivers or consents to departures from the provisions hereof may be given, only in a writing signed by the party against which enforcement is sought. The Loan Documents contain the entire agreement and understanding between the Lender and the Borrower and supersede all prior agreements and understandings relating to the subject matter hereof.

(f) Descriptive Headings; Interpretation. The headings in this Agreement are for purposes of convenience only and shall not be used in construing or interpreting this Agreement. References to an “Exhibit” are, unless otherwise specified, to an Exhibit attached to this Agreement. References to an “Article” or “Section” are, unless otherwise specified, to an “Article” or “Section” of this Agreement, as the case may be. Notwithstanding that this Agreement was initially prepared by the Lender’s counsel, this Agreement has been reviewed and negotiated by competent counsel on behalf of the Borrower. The parties to this Agreement agree that the Loan Documents shall not be construed against the Lender as a result of this Agreement having been so prepared by Lender’s legal counsel. If the Borrower consists of more than one person or party, the obligations and liabilities of each such person or party shall be joint and several.

(g) Successors and Assigns. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party, and all covenants, promises and agreements by or on behalf of the respective parties which are contained in this Agreement shall bind and inure to the benefit of the successors and assigns of all parties originally benefited thereby. The terms and provisions of the Loan Documents shall inure to the benefit of and shall be binding upon any assignee or transferee of the Lender, and in the event of such transfer or assignment, the rights and privileges herein conferred upon the Lender shall automatically extend to and be vested in, and become an obligation of, such transferee or assignee, all subject to the terms and conditions hereof. In connection therewith, any such transferee or assignee may disclose all documents and information which such transferee or assignee now or hereafter may have relating to this Loan transaction. Notwithstanding the foregoing, the Loan is personal to the Borrower and the Borrower is prohibited from assigning or transferring their rights and obligations under the Loan Documents without the express written consent of Lender, which consent shall not be unreasonably withheld.

(h) Governing Law. THIS AGREEMENT, THE PROMISSORY NOTE AND ALL OTHER INSTRUMENTS EVIDENCING AND SECURING THE LOAN SECURED HEREBY WERE NEGOTIATED IN THE STATE OF DELAWARE AND MADE BY DEBTOR AND ACCEPTED BY LENDER IN THE STATE OF DELAWARE. AND THE PROCEEDS OF THE LOAN SECURED HEREBY WERE DISBURSED FROM A DELAWARE COMPANY, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND THE UNDERLYING TRANSACTIONS EMBODIED HEREBY. IN ALL RESPECTS, INCLUDING, WITHOUT LIMITATION, MATTERS OF CONSTRUCTION AND PERFORMANCE OF THIS AGREEMENT AND THE SECURED OBLIGATIONS ARISING HEREUNDER, THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS) AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. THE LAW OF THE STATE OF DELAWARE SHALL GOVERN THE VALIDITY AND ENFORCEABILITY OF THE OBLIGATION ARISING UNDER THIS AGREEMENT AND THE LOAN DOCUMENTS, AND THE INDEBTEDNESS OR OBLIGATIONS ARISING HEREUNDER AND THEREUNDER.

(i) Waiver of Jury Trial. The Lender and the Borrower hereby waive, to the fullest extent permitted by law, the right to trial by jury in any action, proceeding or counterclaim, whether in contract, tort or otherwise, in connection with, or relating directly or indirectly to the Loan Documents.

(j) Service of Process. The Borrower consents to process being served in any suit, action or proceeding hereunder by the mailing of a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the Borrower at its address set forth above or to any other address which the Borrower shall have designated by written notice to the Lender. Nothing herein shall affect the rights of the Lender to serve process in any manner permitted by law.

(k) Notices, Etc. Any notice, demand or other communication under the Loan Documents shall be in writing and shall be deemed delivered on the earlier to occur of (i) receipt or (ii) the date of delivery, refusal or non-delivery indicated on the return receipt, if deposited in a United States Postal Service depository, postage prepaid, sent registered or certified mail, return receipt requested, or if sent via a recognized commercial courier service providing for a receipt, addressed to the party to receive the same at the address of such party set forth above or, in each case, at such other address, or to the attention of such other officer, as the Borrower or the Lender, as the case may be, shall have furnished to the other party in writing.

(l) Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart.

(m) Limitation on Liability of the Lender and Others. The Borrower’s sole recourse and remedy for any default on the part of any person under the Loan Documents shall be limited to the Principal Amount (as defined in the Promissory Note) of the Loan. Borrower shall have no recourse against the Collateral or any conveyance thereof. Neither the Lender, nor any of its agents or representatives, or any officer, director, shareholder, partner, agent, principal, heir, estate, attorney, successor or assign of any of the foregoing shall have any personal liability in any respect under this Agreement.

(n) Attorneys Fee; Legal Fees. In the event of a dispute with regard to the Loan Documents, the costs, fees and expenses of the prevailing party shall be borne by the non-prevailing party within five (5) business days of any final determination ordered or agreed upon by a court, mediator, or arbitrator having jurisdiction over such dispute. The parties to the Loan Documents shall bear the cost of their respective legal fees with regard to the negotiation, preparation and consummation of the Loan Documents.

[Signature Page 9 Follows]

[The Remainder of this Page is Intentionally Blank]

WHEREAS, the duly authorized representatives of the Lender and Borrower have executed this Agreement as of the date first set forth above.

SECURED PROMISSORY NOTE

Borrower: Sysorex, Inc.

Lender: First Choice International Company, Inc.

PROMISE TO PAY. Sysorex, Inc., a Nevada corporation having an address at 13880 Dulles Corner Lane, Ste. 175, Herndon, VA 20171 (“Borrower”) promises to pay to the order of First Choice International Company, Inc., a Delaware corporation (“Lender”), without setoff, in lawful money of the United States of America, the principal amount of Two Hundred Seventy-Eight Thousand Three Hundred Sixty-Eight dollars and Fifty Cents ($278,368.50) (“Principal Amount”), together with interest at the rate of One Percent (1%) per month on the unpaid outstanding Principal Amount of this Promissory Note (“Interest”). Interest shall accrue and compound upon the unpaid balance of this Promissory Note monthly.

COLLATERAL. This Promissory Note is secured by a security interest in and stock pledge of the that number of shares of the Borrower’s Common Stock equal to Three Hundred Percent (300%) of the Principal Amount and accrued Interest outstanding from time-to-time under this Promissory Note, as well as that number of shares equal to the full amount of the VMS Settlement Amount, less $75,000 (defined in the Stock Pledge Agreement) (2,631,708 shares of the Borrower’s Common Stock) (the “Collateral”).

REPAYMENT. All payments hereunder shall be made as directed by Lender. Borrower shall make Interest payments on the outstanding Principal Amount of this Promissory Note on the Twenty Eighth (28^th) day of each month (or the first (1^st) business day thereafter) (“Interest Payment(s)”). On the Maturity Date (defined herein), Borrower shall make a balloon payment, which shall include the Principal Amount, any accrued but unpaid Interest and any incurred but unpaid fees, expenses or penalties on or before the Maturity Date (defined herein).

MATURITY DATE. The Principal Amount, accrued Interest and any incurred fees, expenses or penalties must be paid in full on or before July 13, 2021 (“Maturity Date”). Failure to pay the Principal Amount, accrued Interest, incurred fees, expenses or penalties on the Maturity Date shall constitute an Event of Default (as defined in the Loan Agreement) and Lender shall have all rights and remedies set forth herein or available at law or equity. In the event the Principal Amount and accrued Interest is not paid in full on the Maturity Date (as defined below), notwithstanding any other remedy at law or in equity, the Lender may foreclose on the Collateral securing the obligations under this Promissory Note and offset the balance owed under this Promissory Note with portion of the Collateral (at then current market value) to make the Lender whole.

ALTERNATE CONSIDERATION ON REPAYMENT. Lender has agreed that it may consider alternate forms of repayment of the Principal Amount, accrued Interest, expenses, fees and penalties. Such forms of alternate consideration could include marketable securities, or such other valuable consideration as the Lender determines in its sole discretion to be fair and reasonable in exchange for forgiveness of the obligations agreed to under the Loan Documents (as defined in the Loan Agreement).

BANK INFORMATION; WIRE INSTRUCTIONS. All amounts due hereunder shall be payable to the Lender at its direction.

MAXIMUM INTEREST AMOUNT. Any amount assessed or collected as interest under the terms of this Promissory Note will be limited to the maximum amount of interest allowed by state or federal law, whichever is greater. Amounts collected in excess of the maximum lawful amount will be applied first to the unpaid Principal Amount of the Promissory Note and any remainder will be paid to the Lender as an origination fee.

PREPAYMENT. The Borrower may prepay the Principal Amount plus accrued Interest at any time without penalty.

DEFAULT. Each of the following shall constitute an event of default (“Event of Default”) under this Promissory Note:

(a) the failure by Borrower to make any payment, including any Interest Payment(s) under this Promissory Note or the Settlement Agreement (as defined in the Stock Pledge Agreement), when required or when due;

(b) the failure of Borrower to observe or perform its obligations under the Loan Documents or the Settlement Agreement), which failure continues beyond the expiration of any applicable notice and Cure Period;

(c)  the failure of the Borrower to convey the Collateral (as defined in the Pledge Agreement) to the Lender after the expiration of any Cure Period under the Loan Documents or the Settlement Agreement;

(d) any representation or warranty contained in the Loan Documents or Settlement Agreement shall have been false or misleading in any material respect when made; and

(e) if Borrower (i) shall commence any case, proceeding or other action under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, conservatorship or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it bankrupt or insolvent, or seeking relief with respect to it or its debts, or seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets; (ii) shall make a general assignment for the benefit of its creditors; or (iii) shall have commenced against it any case, proceeding or other action of a nature referred to in clause (i) above which results in the entry of an order for relief or any such adjudication or appointment or remains undismissed, undischarged or unbonded for a period of sixty (60) days; (iv) shall have commenced against it any case, proceeding or other action seeking issuance of a warrant of attachment, execution, restraint or similar process against all or any substantial part of its assets which results in the entry of any order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within sixty (60) days from the entry thereof; (v) shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i) through (iv) above; or (vi) shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due.

NOTICE AND CURE. Borrower shall be entitled to notice and (i) in the case of covenants which can be cured by the payment of money, ten (10) days from such notice to cure such covenant, and (ii) in the case of other covenants, thirty (30) days from such notice to cure failure to perform. If a failure to perform which cannot be cured by the payment of money is susceptible of cure, but cannot be cured within thirty (30) days from notice through the exercise of reasonable diligence, then, so long as the Borrower commences cure within such thirty (30)-day period, such failure remains susceptible to cure, and the Borrower diligently pursues cure and completes such cure within forty-five (45) days of receipt of notice of default, such failure shall not be deemed to create an Event of Default.

GOVERNING LAW. This Promissory Note will be governed by, construed and enforced in accordance with federal law and the laws of the State of Delaware. This Promissory Note has been accepted by Lender in the State of Delaware.

CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Kent County, State of Delaware.

DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $1,000.00 if Borrower makes a payment on the Loan (as defined in the Loan Agreement) and the check or preauthorized charge with which Borrower pays is dishonored.

SUCCESSOR INTERESTS. The terms of this Promissory Note shall be binding upon Borrower and shall inure to the benefit of Lender and its successors and assigns.

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PRIOR TO SIGNING THIS PROMISSORY NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS PROMISSORY NOTE. BORROWER AGREES TO THE TERMS OF THE PROMISSORY NOTE. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.

STOCK PLEDGE AGREEMENT

THIS STOCK PLEDGE AGREEMENT (this “Agreement”) is made as of this 14^th day of April 2021 (“Effective Date”), by Sysorex, Inc., a Nevada corporation having an address at 13880 Dulles Corner Lane, Ste. 175, Herndon, VA 20171 (“Pledgor”) for the benefit of First Choice International Company, Inc., a Delaware corporation, having an address at 21399 Marina Cove Cir., Unit M14, Aventura, FL 33180 (“Pledgee”).

RECITALS:

WHEREAS, the Pledgor has executed a Loan Agreement and Promissory Note (the “Note”) in the amount of Two Hundred Seventy-Eight Thousand Three Hundred Sixty-Eight dollars and Fifty Cents ($278,368.50), on even date herewith for the benefit of Pledgee (“Loan”).

WHEREAS, in order to induce the Lender into giving the Loan, the Pledgor has agreed to grant a security interest in and stock pledge of the that number of shares of Sysorex, Inc.’s common stock (“Common Stock”) equal to Three Hundred Percent (300%) of the Principal Amount and accrued Interest currently outstanding from time-to-time under the Loan plus the VMS Settlement Amount to Pledgee.

WHEREAS, in connection with this Agreement, the Pledgor shall execute and deliver to the Pledgee and the Pledgor’s transfer agent (Computershare, Inc.) that certain SYSX Corporate Instruction Letter.

WHEREAS, the Pledgor has agreed to pledge to the Pledgee the Common Stock, on the terms and conditions set forth below, to secure the full performance of the Pledgor's obligations under the Note and this Agreement.

AGREEMENT:

NOW, THEREFORE, in consideration of the matters described in the foregoing Recitals, which Recitals are incorporated herein and made a part hereof, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, Pledgor hereby agrees as follows:

1. Definitions.

(a) Certificates. The term “Certificates” means the certificates evidencing ownership of the Collateral and includes without limitation direct registration book entry statements.

(b) Collateral. The term “Collateral” means that number of shares of Common Stock equal to the Principal Amount and accrued Interest currently outstanding from time-to-time under the Loan plus the VMS Settlement Amount divided by the closing price of the Pledgor’s Common Stock on the OTCQB on the Effective Date.

(c)  The Company. The term “Company” means Sysorex, Inc., a Nevada corporation.

(d)  Cure Period. The term “Cure Period” shall have the meaning set forth in the Note.

(e)  Default or Event of Default. The term “Default” and “Event of Default” shall have the meanings set forth in the Loan Agreement, and the Note and in the case of the Settlement Agreement the same is undefined but is described as a “default” or “defaults”, as applicable.

(f)  Loan Documents. The term “Loan Documents” shall have the meaning set forth in the Loan Agreement entered into on a date even herewith.

(g) Note. The term “Note” means that certain Secured Promissory Note dated April 14, 2020, in the amount of Two Hundred Seventy-Eight Thousand Three Hundred Sixty-Eight dollars and Fifty Cents ($278,368.50), tendered by the Pledgor to the Pledgee.

(h) OTCQB. The term “OTCQB” means the mid-tier OTC equity market upon which the Pledgor’s Common Stock is trading as of the Effective Date.

(i) Settlement Agreement. The term “Settlement Agreement” means that certain Settlement Agreement dated April 6, 2021, entered into by and between VMS Software, Inc. (“VMS”) and Pledgor.

(i) VMS Settlement Amount. The term “VMS Settlement Amount” means Seven Hundred Thirty-Five Thousand, Two Hundred Seventy-Three Dollars and Ninety-Seven cents ($735,273.97) due and payable, but subject to reduction in accordance with the terms of the Settlement Agreement.

2.  Pledge of Shares of Common Stock and Creation of Security Interest. The Pledgor pledges the Collateral to the Pledgee to secure the full and punctual payment and discharge of the Note and the VMS Settlement Amount, and grants to the Pledgee a continuing security interest in the Collateral.

3.  Covenants and Warranties of Pledgor. The Pledgor covenants and warrants as follows:

(a)  Payment of Indebtedness; Performance under Loan Documents; Performance under Settlement Agreement. The Pledgor will promptly pay the Note amounts when due and will discharge its duties and obligations under the Loan Documents. In doing so, the Pledgor shall comply fully with all terms and provisions of the Note, the Loan Agreement and this Agreement, and any other related documents. Additionally, the Pledgor shall comply with the terms and provisions of that certain Settlement Agreement and shall promptly comply with and discharge its duties and obligations thereunder. Furthermore, as an additional inducement the Pledgee, in addition to that number of shares of Common Stock securing the obligations under the Loan Documents, the Pledgor has agreed that the Collateral shall also include that number of shares of Common Stock equal to the full amount of the VMS Settlement Amount.

(b)  Ownership of Collateral. The Pledgor has good and marketable title to the Collateral, free from prior liens, encumbrances, or pledges of any kind;

(c)  Liens. The Pledgor will neither create nor permit the creation of any lien or other encumbrance of the Collateral without Pledgee’s prior written consent;

(d)  Transfers. The Pledgor and Pledgee will neither make nor permit any transfer of the Collateral, except as provided in this Agreement, without each party’s prior written consent;

(e)  Transfer Agent. The Pledgor shall agree to the administrative requirements of Pledgor’s transfer agent with regard to actions necessary to perfect Pledgee’s security interest in the Collateral;

(f) Perfection of Security Interest. The Pledgor will take all actions required by Pledgee in order to perfect Pledgee’s security interest in the Collateral, including but not limited to, permitting the Pledgee to file one or more UCC-1 financing statement covering the Collateral and executing and delivering a stock power and/or Certificates evidencing in the Common Stock to Pledgee’s attorney to hold in escrow until full performance of the Loan Agreement and Settlement Agreement at the request of the Pledgee;

(g) Reservation of Shares of Common Stock. Pledgor shall direct its transfer agent to reserve from its capital stock that number of shares of Common Stock covering the Collateral; and

(h) SYSX Corporate Instruction Letter. Pledgor shall execute and direct its transfer agent (Computershare, Inc.) to execute that certain SYSX Corporate Instruction Letter and deliver it to Pledgee at closing of the Loan.

4.  Duties of Pledgee. The Pledgee covenants and warrants as follows:

(a)  Return of Collateral. The Pledgee shall ensure the return of any Collateral received to the Pledgor upon the complete and satisfactory performance of the Loan Documents and Settlement Agreement;

(b)  Protection of Collateral. Pledgee shall not sell the Collateral or engage in any acts which will cause or contribute to the depreciation of the value of the Collateral, other than to take action necessary to levy upon the Collateral pursuant to a Default;

(c) Release of Security Interest. Upon full satisfaction of the Loan Agreement and Settlement Agreement, the Pledgee, assuming it has filed a UCC-1, will file a UCC-3 releasing its security interest in the Collateral and will provide the Pledgor a copy of the lien release; and

(d) Pro Rata Reduction in Collateral. If circumstances arise such that the obligations under the Loan Agreement are satisfied in full, but have not been satisfied under the Settlement Agreement, or vice versa, then there shall be a pro rata reduction in the amount of the Collateral, but in no event will the Collateral be reduced to an amount less than that amount of Common Stock equal to Three Hundred Percent (300%) of the remaining obligations under the Loan Agreement or Settlement Agreement, or vice versa, as applicable. For purposes of any pro rata reduction in Collateral, the balance of any Collateral required to secured the outstanding obligations hereunder shall be calculated based on the outstanding dollar balance of the obligations divided by the price of the Common Stock, which shall price shall be the lesser of: (a) the closing price of the Pledgor’s Common Stock on the OTCQB on the Effective Date, or (b) the closing price of the Pledgor’s Common Stock on its trading market on the trading day immediately preceding the date upon which the obligations under the Loan Agreement or Settlement Agreement, or vice versa, are satisfied in full.

5.  Exercise of Shareholder Rights.

(a)  Receipt of Dividends and Distributions. Pledgee shall not have the right to receive and retain any dividends or other distributions approved and paid on the Collateral, unless the Pledgee is the holder of record of the Collateral following a Default.

(b)  Right to Vote. The Pledgee may not vote the Collateral, unless the Pledgee is the holder of record of the Collateral following a Default.

(c)  Compliance with Securities Laws. The requirements of the U.S. securities laws, or other applicable state securities laws, may limit the Pledgee’s actions if the Pledgee elects, following a Default, to dispose of any part of the Collateral, and also may limit the subsequent transferee’s ability to transfer the Collateral. Accordingly, the Pledgee agrees that if the Pledgee sells the Collateral at any public or private sale, the Pledgee will only effect that the sale in accordance with applicable securities laws.

6.  Default and Return of Collateral.

(a)  Notice of Default and Cure. The Pledgee shall deliver notice of any Default to the Pledgor. The Pledgor shall have the right to cure any Default as set forth under the Loan Agreement, Note or Settlement Agreement, as applicable. If the Pledgor fails to cure a Default, then, after expiration of such applicable Cure Period, the Pledgee may pursue any and all remedies provided in this Agreement, including but not limited to, taking title to the Collateral (or a pro rata portion thereof if the default is limited to a default under the Loan Agreement or Settlement Agreement or vice versa) and noticing the Pledgor’s transfer agent that an uncured Event of Default has occurred and that the shares evidencing the Collateral (or a pro rata amount thereof) are to be issued to the Pledgee or assigns as set forth herein.

(b)  Pledgee May Register Shares on Pledgor’s Books. Should a Default occur, upon expiration of any applicable Cure Period, the Pledgee may immediately cause the Collateral (or a pro rata amount thereof) to be issued and transferred to the Pledgee's name on the ownership records of the Company and may exercise any right normally incident to the ownership of the Collateral.

(c)  Sale of Collateral. Upon the transfer of any of the Collateral to the Pledgee, the Pledgee may sell all or any part of the Collateral it owns in public or private sale, subject to applicable securities laws.

(d)  Remedies Cumulative. Upon Default, the Pledgee shall have all rights available to the Pledgee at law or in equity, including all rights available under the Commercial Code of Delaware or Nevada, as applicable with regard to the Common Stock, and all rights and remedies granted under this Agreement, the Note, any related Loan Documents and the Settlement Agreement, as applicable. These rights and remedies shall be cumulative and may be exercised singly or concurrently with all other rights and remedies the Pledgee may have. In the event a Default relates only to the Loan Agreement or Settlement Agreement, or vice versa, the Pledgee may only exercise its rights (singularly or cumulatively) with regard to the instrument subject to the Default.

7. Termination of Agreement. This Agreement shall remain in effect until the obligations under the Note, Loan Agreement and Settlement Agreement have been discharged in full, at which time it shall terminate, and the Pledgee shall return the Collateral to the Pledgor or its assigns, as set forth herein.

8. Miscellaneous.

(a)  Waiver. No right or obligation under this Agreement will be deemed to have been waived unless evidenced by a writing signed by the party against which the waiver is asserted, or by its duly authorized representative. Any waiver will be effective only with respect to the specific instance involved and will not impair or limit the right of the waiving party to insist upon strict performance of the right or obligation in any other instance, in any other respect, or at any other time.

(b)  Notice. Any notice or other communication required or permitted under this Agreement shall be sent in accordance with the notice provision of the Loan Agreement.

(c)  Modifications to be in Writing. To be effective, any modification to this Agreement must be in writing signed by all parties to the Agreement.

(d)  Agreement Binding upon Successors and Assigns. This Agreement shall bind the Pledgor and its successors and assigns. All rights, privileges, and powers granted to the Pledgee under this Agreement shall benefit the Pledgee and its successors and assigns.

(e)  Assignment of Agreement. At any time, the Pledgee may assign or transfer any of its rights or powers under this Agreement to any person or entity. The Pledgor may not transfer its rights, duties, or obligations under this Agreement without the prior written consent of the Pledgee.

(f)  Further Assurances. Both the Pledgor and the Pledgee agree to take any further actions and to make, execute, and deliver any further written instruments which may be reasonably required to carry out the terms, provisions, intentions, and purposes of this Agreement.

(g)  Attorneys’ Fees and Costs. If the Pledgor or the Pledgee institutes legal proceedings, to settle any controversy arising under this Agreement, then the prevailing party shall be entitled to reasonable attorney’s fees and costs.

(h)  Governing Law. This Agreement shall be enforced, governed, and construed in all respects in accordance with the substantive and procedural laws of the State of Delaware, United States of America.

(i)  Severability. If any provision of this Agreement or any application of any provision is determined to be unenforceable, the remainder of this Agreement shall be unaffected. If the provision is found to be unenforceable when applied to particular persons or circumstances, the application of the provision to other persons or circumstances shall be unaffected.

(j)  Headings. Headings used in this Agreement have been included for convenience and ease of reference only and will not in any manner influence the construction or interpretation of any provision of this Agreement.

(k)  References. Except as otherwise specifically indicated, all references in this Agreement to numbered or lettered sections or subsections refer to sections or subsections of this Agreement. All references to Exhibits refer to Exhibits attached to this Agreement. All references to “this Agreement,” or to any Exhibit to this Agreement, shall include any subsequent amendments to this Agreement, or to the Exhibit, as the case may be.

(l)  Number and Gender. When required by the context, the word “it” will include the plural and the word “its” will include the singular; the masculine will include the feminine gender and the neuter, and vice versa; and the word “person” will include corporation, partnership, or other form of association.

(m)  Counterparts. This Agreement may be executed in any number of counterparts, including via electronically, each of which will be deemed to be an original and all of which together will constitute a single agreement.

(n)  Entire Agreement. This Agreement, the Note and the collective Loan Documents represent the entire understanding of the parties with respect to the subject matter of the Agreement. There are no other prior or contemporaneous agreements, either written or oral, among the parties with respect to this subject.

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EXECUTED AND DELIVERED, as of the Effective Date set forth above.

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