Exhibit 10.1

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of April 3, 2023 (the “Closing Date”), by and among Sysorex, Inc., a Nevada corporation (“Seller”) and Omniverse LLC, a Delaware limited liability company (“Buyer”). The Seller and Buyer may be collectively referred to herein individually as a “Party” and collectively as the “Parties”.

RECITALS

WHEREAS, Seller owns certain shares of Series C-7b Preferred Stock (the “Preferred Stock”), of Ostendo Technologies, Inc., a California corporation (the “Company”); and

WHEREAS, Seller desires to sell to Buyer, and Buyer wishes to purchase from Seller, 136,667 shares of Preferred Stock held by Seller (the “Shares”);

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Article I. Definitions

Section 1.01 Definitions.

In addition to the terms defined elsewhere in this Agreement, the following terms, as used herein, have the following meanings:

Section 1.02 Interpretive Provisions. Unless the express context otherwise requires, the words “hereof,” “herein,” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa; the terms “Dollars” and “$” mean U.S. Dollars, unless otherwise specified herein; references herein to a specific Section, Subsection, Recital or Exhibit shall refer, respectively, to Sections, Subsections, Recitals or Exhibits of this Agreement; wherever the word “include,” “includes,” or “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation”; references herein to any gender shall include each other gender; references herein to any Person shall include such Person’s heirs, executors, personal representatives, administrators, successors and assigns; provided, however, that nothing contained in this Section 1.02 is intended to authorize any assignment or transfer not otherwise permitted by this Agreement; references herein to a Person in a particular capacity or capacities shall exclude such Person in any other capacity; references herein to any contract or agreement (including this Agreement) mean such contract or agreement as amended, supplemented or modified from time-to-time in accordance with the terms thereof; with respect to the determination of any period of time, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”; references herein to any Law or any license mean such Law or license as amended, modified, codified, reenacted, supplemented or superseded in whole or in part, and in effect from time-to-time; and references herein to any Law shall be deemed also to refer to all rules and regulations promulgated thereunder.

Article II. Purchase and Sale

Section 2.01 Purchase and Sale. Subject to the terms and conditions of this Agreement, at Closing, Seller shall sell, grant, assign, convey, transfer and irrevocably deliver to Buyer, and Buyer shall purchase and acquire from Seller, the Shares, free and clear of all Liens. The Purchase and Sale of the Shares is being made in reliance upon an exemption from registration afforded by the Securities Act of 1933, as amended.

Section 2.02 Purchase Price. The total purchase price for the Shares shall be $182,000 and other valuable consideration in the form of consulting services satisfactorily rendered, and based upon the aggregate value of cash compensation and services, the Seller and Buyer agree that the cost basis of the Shares shall be that value ascribed by the Company to the Preferred Stock (the “Purchase Price”).

Section 2.03 Deliverables.

Section 2.04 Closing. On the terms set forth herein, the closing of the Transactions (“Closing”) shall take place by electronic communication (i.e., emails/pdf) or facsimile on the Closing Date immediately following the execution and delivery of this Agreement. All signatures so transmitted at Closing shall be deemed “original” signatures for legal purposes.

Article III. Representations and Warranties of the Seller

Seller represents and warrants to Buyer that the following representations and warranties contained in this Article III are true and correct as of the Closing Date:

Section 3.01 Authorization of Transaction. Seller is a corporation registered to do business and in good standing in the State of Nevada and has the requisite power and capacity to execute and deliver the Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. The execution, delivery and performance by Seller of the applicable Transaction Documents and the consummation of the Transaction have been duly and validly authorized by all requisite action on the part of Seller. The Transaction Documents to which Seller is a party have been duly and validly executed and delivered by Seller. Each Transaction Document to which Seller is a party constitutes the valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms and conditions, except to the extent enforcement thereof may be limited by applicable bankruptcy, insolvency or other Laws affecting the enforcement of creditors’ rights or by the principles governing the availability of equitable remedies.

Section 3.02 Governmental Approvals; Non-Contravention.

Section 3.03 The Shares.

Section 3.04 Seller is Not an Issuer. The Transaction is not for the sale of a security where the Seller is an issuer or a subsidiary, either directly or indirectly, of the Company.

Section 3.05 No Bad Actors. Neither the Seller, nor any Person that has been or will be paid (directly or indirectly) remuneration or a commission for their participation in the offer or sale of the securities, subject to compliance with applicable law, including solicitation of the Buyer for the Seller is subject to an event that would disqualify an issuer or other covered person under Rule 506(d)(1) of Regulation D (17 CFR 230.506(d)(1)) or is subject to a statutory disqualification described under 15 U.S. Code Section 78c(a)(39).

Section 3.06 Brokers; Underwriters. Seller has not engaged, or caused to be incurred any Liability or obligation to, any investment banker, finder, broker or sales agent or any other Person in connection with the origin, negotiation, execution, delivery or performance of the Transaction Documents to which it is a party, or the Transaction. The Transaction is not with respect to a security that constitutes the whole or part of an unsold allotment to, or a subscription or participation by, a broker or dealer as an underwriter of the security or a redistribution.

Article IV. Representations and Warranties of the Buyer

Buyer represents and warrants to the Seller that the following statements contained in this Article IV are true and correct as of the Closing Date:

Section 4.01 Authorization of Transaction. Buyer is a limited liability company, duly authorized and in good standing under the laws of the State of Delaware and has the requisite power and capacity to execute and deliver the Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. The execution, delivery and performance by Buyer of the applicable Transaction Documents and the consummation of the Transaction have been duly and validly authorized by all requisite action on the part of Buyer. The Transaction Documents to which Buyer is a party have been duly and validly executed and delivered by Buyer. Each Transaction Document to which Buyer is a party constitutes the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms and conditions, except to the extent enforcement thereof may be limited by applicable bankruptcy, insolvency or other Laws affecting the enforcement of creditors’ rights or by the principles governing the availability of equitable remedies.

Section 4.02 Governmental Approvals; Non-Contravention.

Section 4.03 No Consent, Violation or Conflict. The execution and delivery of the Transaction Documents by Buyer, the consummation by Buyer of the Transaction contemplated thereby, and compliance by the Buyer with the provisions hereof: (a) do not and will not violate or, if applicable, conflict with any provision of Law, or any provision of Buyer’s incorporation documents or bylaws, as amended from time-to-time; and (b) do not and will not, with or without the passage of time or the giving of notice, result in the breach of, cause the acceleration of performance or constitute a default or require any consent under, any material instrument or agreement to which Buyer is a party or by which Buyer or its properties may be bound or affected, other than instruments or agreements as to which consent shall have been obtained at or prior to the Closing Date or any breaches or defaults which would not affect the Buyer’s ability to consummate the Transaction contemplated thereby.

Section 4.04 Investment Representations.

Section 4.05 Brokers. Buyer has not engaged any investment banker, finder, broker or sales agent or any other Person in connection with the origin, negotiation, execution, delivery or performance of any Transaction Document to which it is a party, or the Transaction.

Article V. Covenants

Buyer and Seller acknowledge and covenant to each other that the following statements contained in this Article V are true and correct as of the Closing Date:

Section 5.01 Not a Public Offering. The Shares are being sold and acquired in a private transaction not involving any public offering.

Section 5.02 Not a Distribution. The Transaction is not deemed to be a “distribution” for purposes of 15 U.S. Code 77b(a)(11).

Section 5.03 Restricted Securities. The Shares purchased in the Transaction by the Buyer will be deemed to be restricted securities within the mean of Rule 144 (17 CFR 230.144) and may only be sold by the Buyer pursuant to a registration statement or an exemption from registration.

Article VI. Indemnification

Section 6.01 General Indemnification. Each Party (the “Indemnifying Party”) agrees to indemnify, defend and hold harmless the other Party and such other Party’s Affiliates and each of their respective directors, officers, managers, partners, employees, agents, equity holders, successors and assigns (each, an “Indemnified Party”), from and against any and all Losses incurred or suffered by any Indemnified Party arising out of, based upon or resulting from any breach of any representation or warranty of the Indemnifying Party herein or breach by the Indemnifying Party of, or any failure the Indemnifying Party to perform, any of the covenants, agreements or obligations contained in or made pursuant to this Agreement by the Indemnifying Party.

Section 6.02 Procedures for Indemnification. In the event that an Indemnified Party shall incur or suffer any Losses in respect of which indemnification may be sought under this Article VI against the Indemnifying Party, the Indemnified Party shall assert a claim for indemnification by providing a written notice (the “Notice of Loss”) to the Indemnifying Party stating the nature and basis of such indemnification. The Notice of Loss shall be provided to the Indemnifying Party as soon as practicable after the Indemnified Party becomes aware that it has incurred or suffered a Loss.

Section 6.03 Payment. Upon a determination of liability under this Article VI the Indemnifying Party shall pay or cause to be paid to the Indemnified Party the amount so determined within five (5) Business Days after the date of such determination. If there should be a dispute as to the amount or manner of determination of any indemnity obligation owed under this Agreement, the Indemnifying Party shall nevertheless pay when due such portion, if any, of the obligation that is not subject to dispute. Upon the payment in full of any amounts due under this Article V with respect to any claim, the Indemnifying Party shall be subrogated to the rights of the Indemnified Party against any Person with respect to the subject matter of such claim.

Section 6.04 Effect of Knowledge on Indemnification. The right to indemnification, reimbursement or other remedy based upon any representations, warranties, covenants and obligations set forth in this Agreement shall not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement, with respect to the accuracy or inaccuracy of or compliance with any such representation, warranty, covenant or obligation. The waiver of any condition based upon the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, shall not affect the right to indemnification, reimbursement or other remedy based upon such representations, warranties, covenants or obligations.

Article VII. Miscellaneous

Section 7.01 Notices.

Section 7.02 Attorneys’ Fees. In the event that any Party institutes any action, proceeding, or suit to enforce this Agreement or to secure relief from any default hereunder or breach hereof, the prevailing Party shall be reimbursed by the losing Party for all costs, including reasonable attorney’s fees, incurred in connection therewith and in enforcing or collecting any judgment or final court order or non-judicial decree rendered therein.

Section 7.03 Amendments; No Waivers; No Third-Party Beneficiaries.

Section 7.04 Expenses. Unless otherwise contemplated or stipulated by this Agreement, all costs and expenses incurred in connection with this Agreement shall be paid by the Party incurring such cost or expense. Buyer acknowledges and agrees that Seller shall have no obligation for any of Buyer’s Transaction expenses.

Section 7.05 Further Assurances. Following Closing, each Party shall execute and deliver such documents and other papers and take such further action as may be reasonably required to carry out the provisions of the Transaction Documents.

Section 7.06 Successors and Assigns; Benefit. The provisions of this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. No Party may assign (other than by operation of law following the Closing), delegate or otherwise transfer any of its rights or obligations under this Agreement without the written consent of the other Parties. Nothing in this Agreement, expressed or implied, shall confer on any Person other than the Parties, and their respective successors and assigns, any rights, remedies, obligations, or Liabilities under or by reason of this Agreement.

Section 7.07 Governing Law; Jurisdiction; Venue.

Section 7.08 Resolution of Disputes. Except as otherwise provided herein, all controversies, disputes or actions arising out of the Transaction or this Agreement between the Parties, including their respective Affiliates, owners, officers, directors, agents and employees, shall on demand of any Party be submitted for arbitration to in accordance with the rules and regulations of the American Arbitration Association. The arbitration shall be conducted by one arbitrator jointly selected by the Seller and the Buyer, provided, however, that if the Seller and the Buyer are unable to agree on the identity of the arbitrator within ten (10) Business Days of commencement of efforts to do so, each of Seller and the Buyer shall select one arbitrator and the two arbitrators so selected shall select a third arbitrator, and the third arbitrator shall conduct the arbitration alone. The Parties agree that, in connection with any such arbitration proceeding, each shall submit or file any claim which would constitute a compulsory counterclaim (as defined by Rule 13 of the Federal Rules of Civil Procedure) within the same proceeding as the claim to which it relates. Any such claim which is not submitted or filed in such proceeding shall be barred. The arbitrator shall be instructed to use every reasonable effort to perform its services within seven (7) calendar days of request, and, in any case, as soon as practicable. The Parties agree to be bound by the provisions of any limitation on the period of time by which claims must be brought under New York law or any applicable federal law. The arbitrator(s) shall have the right to award the relief which he or she deems proper, consistent with the terms of this Agreement, including compensatory damages (with interest on unpaid amounts from due date), injunctive relief, specific performance, legal damages and costs. The award and decision of the arbitrator(s) shall be conclusive and binding on all Parties, and judgment upon the award may be entered in any court of competent jurisdiction. Any right to contest the validity or enforceability of this award shall be governed exclusively by the United States Arbitration Act. The arbitration shall be conducted in New York, New York. The provisions of this Section 7.08 shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement.

Section 7.09 Survival. The representations and warranties in this Agreement shall survive the Closing for a period of twelve (12) months from the Closing Date, and no claim for indemnification may be made after such time. All covenants and agreements in this Agreement will survive until fully performed; provided, however, that, nothing herein shall prevent a Party from making any claim hereunder, or relieve any other Party from any liability hereunder, after such time for any breach thereof.

Section 7.10 Severability. If any provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transaction is not affected in any manner adverse to any Party. Upon such determination that any provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to affect the original intent of the Parties as closely as possible in an acceptable manner to the end that the Transaction is fulfilled to the extent possible.

Section 7.11 Entire Agreement. This Agreement constitute the entire agreement between the Parties with respect to the subject matter hereof and thereof and supersedes all prior agreements and understandings, both oral and written, between the Parties with respect to the subject matter hereof and thereof.

Section 7.12 Specific Performance. Each Party agrees that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that each Party shall be entitled to seek specific performance of the terms hereof in addition to any other remedy at law or in equity.

Section 7.13 Construction. The sections and headings (including any bold, italicized, or underline type print) contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. In the event of a conflict between language or amounts contained in the body of this Agreement and language or amounts contained in the Exhibits attached hereto (if any), the language or amounts in the body of the Agreement shall control. Underscored references to Articles, Sections, Exhibits or Schedules shall refer to those portions of this Agreement.

Section 7.14 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same the same instrument. Counterparts may be delivered via facsimile, electronic mail (including .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the Closing Date.

TO:

Name: Omniverse LLC

Number of Shares: 136,667

Transferee Tax ID Number: 30-1295951

Transferee Address: 1875 N.W. Corporate Blvd., Ste. 290, Boca Raton, FL 33431

The Undersigned hereby irrevocably constitutes and appoints Ostendo Technologies, Inc.’s (“Company”) corporate secretary as Attorney to transfer the above stock, on the books of the Company, with full power of substitution in the premises.

EXHIBIT B

Description of Preferred Stock

Ostendo Technologies, Inc., a California company (the “Corporation”) has authorized, under its Sixteenth Amended and Restated Articles of Incorporation, has designated Five Million Three Hundred Seventy-Five Thousand (5,375,000) shares of its preferred stock as the “Series C-7b Preferred Stock” shares with the following terms, rights and preferences:

The description of the terms, rights and preferences of the Series C-7b preferred stock as set forth herein is qualified in its entirety by reference to the complete terms, rights and preferences as set forth in the Sixteenth Amended and Restated Articles of Incorporation of Ostendo Technologies, Inc.