Exhibit 10.1

BOARD OF DIRECTORS AGREEMENT SYSOREX, INC.,

a Nevada corporation

This Board of Directors Agreement (“Agreement”), dated as of September 3, 2021 (the “Effective Date”), is entered by and between Sysorex, Inc., a Nevada corporation (the “Company”), having a principal place of business at 13880 Dulles Corner Lane, STE 175, Herndon, VA 20171, and William Stilley (“Director”), an individual resident of Virginia, with a principal address provided to the Company in writing contemporaneously with the execution of this Agreement.

BACKGROUND

The Company desires to have the benefit of Director’s knowledge and experience, and Director desires to provide services to the Company as provided in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the promises set forth in this Agreement, Company and Director hereby agree as follows:

(a)    Position. Company hereby retains Director to serve as an independent non- employee member of the Board qualified to serve on an audit committee of the Company, as well as the Chairperson of the Audit Committee of the Board. Director shall perform such duties and responsibilities as are normally related to such position in accordance with Company’s bylaws, as amended, and applicable law (the “Services”), and Director hereby agrees to use Director’s diligent efforts to provide the Services. Director shall not allow any other person or entity to perform any of the Services for or instead of Director. Director shall comply with the statutes, rules, regulations, and orders of any governmental or quasi-governmental authority, which are applicable to the performance of the Services, including, not limited to, the applicable securities laws and the laws of the State of Nevada, and Company’s rules, regulations, and practices as they may from time-to-time be adopted or modified.

(b)    Other Activities. Director may be employed by another company, may serve on other boards of directors or advisory boards, and may engage in any other activity (whether or not pursued for pecuniary advantage), as long as such outside activities do not violate Director’s obligations under this Agreement, Director’s fiduciary obligations to the shareholders, or Director’s status as an independent director under applicable law and under the rules of applicable exchange. Except as disclosed in writing by Director to the Company, Director represents that, to the best of Director’s knowledge, Director has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, and Director agrees to use Director’s diligent efforts to avoid or minimize any such conflict and agrees not to enter into any agreement or obligation that could create such a conflict, without the approval of a majority of the Board of Directors. If, at any time, Director is required to make any disclosure or take any action that may conflict with any of the provisions of this Agreement, Director will promptly notify the Chief Executive Officer or the Board of Directors of such obligation, prior to making such disclosure or taking such action. Notwithstanding the same, the Director will provide the Company with prior written notice of any future commitments to any activities of Director and use diligent efforts to coordinate Director’s respective commitments so as to fulfill the obligations to the Company and, in any event, will fulfill Director’s legal obligations as a Director.

(c)    No Conflict. Director is not currently engaging in any activity that creates an actual conflict of interest with Company, regardless of whether such activity is prohibited by Company’s conflict of interest guidelines or this Agreement, and Director agrees to notify the Board before engaging in any activity that creates a potential conflict of interest with Company. In the event Director engages in any activity that creates an actual conflict of interest with Company without the prior written consent of the Board, this Agreement and any obligations of the Company in connection therewith shall be terminated as of the date of such violation.

(d)    Lock-Up. Director agrees that during the term of this Agreement Director is obligated to subject any securities of the Company to any “lock-up” agreement required to be signed by the Company’s officers and directors in connection with any financing following the Effective Date, if such financing is approved by the Board.

(a)    Director’s Stock Grant. The Company shall grant Director equity compensation in the form of 50,000 shares of the Company’s restricted common stock within five (5) business days of the Effective Date of this Agreement for Director’s first, one (1) year of service as a Director.

(b)    Director Cash Fee. Director shall be entitled to a quarterly cash payment of $20,000, which shall accrue at the end of each calendar quarter beginning in the third (3rd) quarter of 2021, and each subsequent quarter during the term of this Agreement, contingent on the Director’s continuing to provide the Services as of each such date, and shall be prorated based on the Director’s start-date.

(c)    Expenses. The Company shall reimburse Director for all reasonable business expenses incurred in the performance of Director’s duties hereunder in accordance with Company’s expense reimbursement guidelines. Without limitation and barring prior written authorization for additional expenses, such reimbursement shall include the cost of airfare and hotel up to one thousand dollars ($1,000) in the aggregate for any Board meeting wherein the Company specifically requests that Director shall attend such meeting in person.

(d)    Records. Director shall have access to books and records of Company, as necessary to enable Director to fulfill Director’s obligations as a Director of Company as required by applicable law. Director shall give Company reasonable notice for any inspection of books and records that Director requests.

(e)    Insurance. The Company shall at all times during the term of this Agreement maintain industry standard directors’ and officers’ (D&O) liability insurance from a reputable insurance company which shall cover all members of the Board.

(a)    Right to Terminate. At any time, Director may be removed as a director as provided in Company’s Certificate of Incorporation, as amended, bylaws, as amended, and applicable law. At any time, Director may resign as a director as provided in Company’s Certificate of Incorporation, as amended, bylaws, as amended, and applicable law. Notwithstanding anything to the contrary contained in or arising from this Agreement or any statements, policies, or practices of Company, neither Director nor Company shall be required to provide any advance notice or any reason or cause for termination of Director, except as provided in Company’s Certificate of Incorporation, as amended, bylaws, as amended, and applicable law.

(b)    Effect of Termination as Director. Upon termination of Director’s status as a Director, this Agreement shall terminate. Company shall pay to Director all compensation and benefits to which Director is entitled up through the date of termination.

(a)    Director agrees that all property, including, without limitation, all equipment, tangible proprietary information, documents, records, notes, contracts, and computer-generated materials provided to or prepared by Director incident to Director’s services belong to Company and shall be promptly returned at the request of Company, except that one copy of such documents may be retained by Director solely for archival purposes.

(b)    Director agrees that following any termination of this Agreement, Director shall Cooperate with Company in the winding up or transferring to other directors of any pending work and shall also Cooperate with Company (to the extent allowed by law, and at Company’s expense) in the defense of any action brought by any third party against Company that relates to the Services.

(c)    The Company and Director agree that their obligations under this Section, as well as Sections 4(b), 5 through 20 shall survive the termination of this Agreement.

IN WITNESS WHEREOF, this Board of Directors Agreement is executed as of the date first referenced above.

[Signature page follows]

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