SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 12th, 2021 • Sysorex, Inc. • Services-computer programming services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July ___, 2021, between Sysorex, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 14th, 2021 • Sysorex, Inc. • Services-computer programming services • Nevada
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”).
SECURITY AGREEMENTSecurity Agreement • July 12th, 2021 • Sysorex, Inc. • Services-computer programming services • New York
This SECURITY AGREEMENT, dated as of July __, 2021 (this “Agreement”), is among Sysorex, Inc., a Nevada corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and 1 together with the Company, the “Debtors”) and the holders of the Company’s 12.5% Senior Secured Original Issue Discount Convertible Debentures due July __, 2022, unless extended pursuant to the terms therein (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • July 12th, 2021 • Sysorex, Inc. • Services-computer programming services • New York
SUBSIDIARY GUARANTEE, dated as of July __, 2021 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”), to that certain Securities Purchase Agreement, dated as of the date hereof, by and among Sysorex, Inc., a Nevada corporation (the “Company”), and the Purchasers (the “Purchase Agreement”).
Securities Purchase AgreementSecurities Purchase Agreement • December 31st, 2018 • Sysorex, Inc. • Services-computer programming services • Utah
This Securities Purchase Agreement (this “Agreement”), dated as of December 31, 2018, is entered into by and between Sysorex, Inc., a Nevada corporation (“Company”), and Chicago Venture Partners, L.P., a Utah limited partnership, its successors and/or assigns (“Investor”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 13th, 2018 • Sysorex, Inc. • Services-computer programming services • Nevada
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of this ___ day of ______, 20__, by and between , a Nevada corporation (the “Company”), and the undersigned (“Indemnitee”).
Paycheck Protection Program Promissory Note and AgreementSysorex, Inc. • May 13th, 2020 • Services-computer programming services • South Dakota
Important Notice: This Instrument Contains A Confession Of Judgment Provision Which Constitutes A waiver Of Important Rights You May Have As A Debtor And Allows The Creditor To Obtain A Judgment Against You without Any Further Notice. Venue Will Be In The City Of Richmond.
TTM Digital Assets & Technologies, Inc. and Subsidiaries UNAUDITED COMBINED CONDENSED PRO FORMA FINANCIAL INFORMATIONSysorex, Inc. • June 24th, 2021 • Services-computer programming services
On April 8, 2021, Sysorex, Inc. (“Sysorex”), TTM Digital Assets & Technologies, Inc. (“TTM Digital” or the “Company”), and TTM Acquisition Corp., a Nevada corporation, a wholly owned subsidiary of Sysorex (“MergerSub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). Under the terms of the Merger Agreement, the parties agreed that at the Effective Time (defined below), Sysorex would acquire the Company by way of a reverse triangular merger, subject to certain closing conditions (the “Merger”). On April 14, 2021 (the “Effective Time”), the closing conditions delineated in the Merger Agreement were satisfied and the Merger closed. At the Effective Time, the MergerSub was merged with and into TTM Digital with TTM Digital surviving the Merger. Under the terms of the Merger Agreement, the Shareholders of TTM Digital received a right to receive an aggregate of 124,218,268 shares of Sysorex common stock, $0.00001 par value per share (the “Merger Shares”) in exchange for
EXCHANGE AGREEMENTExchange Agreement • June 1st, 2021 • Sysorex, Inc. • Services-computer programming services • Nevada
THIS EXCHANGE AGREEMENT (the “Agreement”) is made as of May [ ] 2021, by and between Sysorex, Inc., a Nevada corporation (the “Company”), and the signatory hereto (the “Holder”).
COMMON STOCK PURCHASE WARRANT - Form 1 Sysorex, Inc.Sysorex, Inc. • October 19th, 2022 • Services-computer programming services • Nevada
THIS COMMON STOCK PURCHASE WARRANT – FORM 1 (the “Warrant”) certifies that, for value received, the holder named above or its permitted assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date as set forth above (the “Issue Date”) and on or prior to 5:00 p.m. (Eastern time) on the fifth annual anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Sysorex, Inc., a company organized in the State of Nevada (the “Company”), up to the number of shares set forth above (as subject to adjustment hereunder, the “Warrant Shares”) of common stock, par value $0.00001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
EMPLOYMENT AGREEMENTEmployment Agreement • September 4th, 2018 • Sysorex, Inc. • Services-computer programming services • Virginia
This Employment Agreement ("Agreement") effective August 31, 2018 (the "Effective Date"), is entered into by and among Sysorex, Inc., a Nevada corporation (“Sysorex”), Sysorex Government Services, Inc., a Virginia corporation (“SGS”), and Vincent Loiacono, an individual currently residing in Maryland (the "Employee").
SECOND AMENDMENT AGREEMENTSecond Amendment Agreement • April 5th, 2019 • Sysorex, Inc. • Services-computer programming services • Nevada
This SECOND AMENDMENT AGREEMENT (this “Second Amendment”) is made and entered into as of April 2, 2019 (“Amendment Date”) by and between Sysorex, Inc., a Nevada corporation (the “Company”), and Inpixon, a Nevada corporation (the “Purchaser”). In this Second Amendment, the Company and the Purchaser are sometimes referred to singularly as a “party” and collectively as the “parties”. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Note (as defined below) or the NPA (as defined below), as applicable.
THIRD AMENDMENT AGREEMENTThird Amendment Agreement • May 22nd, 2019 • Sysorex, Inc. • Services-computer programming services • Nevada
This THIRD AMENDMENT AGREEMENT (this “Third Amendment”) is made and entered into as of May 22, 2019 (“Amendment Date”) by and between Sysorex, Inc., a Nevada corporation (the “Company”), and Inpixon, a Nevada corporation (the “Purchaser”). In this Third Amendment, the Company and the Purchaser are sometimes referred to singularly as a “party” and collectively as the “parties”. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Note (as defined below) or the NPA (as defined below), as applicable.
RIGHT TO SHARES LETTER AGREEMENTRight to Shares Letter Agreement • April 14th, 2021 • Sysorex, Inc. • Services-computer programming services
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).
FOURTH AMENDMENT AGREEMENTFourth Amendment Agreement • March 3rd, 2020 • Sysorex, Inc. • Services-computer programming services • Nevada
This FOURTH AMENDMENT AGREEMENT (this “Fourth Amendment”) is made and entered into as of March 1, 2020 (“Amendment Date”) by and between Sysorex, Inc., a Nevada corporation (the “Company”), and Inpixon, a Nevada corporation (the “Purchaser”). In this Fourth Amendment, the Company and the Purchaser are sometimes referred to singularly as a “party” and collectively as the “parties”. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Note (as defined below) or the NPA (as defined below), as applicable.
AMENDMENT #2 TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • May 13th, 2020 • Sysorex, Inc. • Services-computer programming services
This Amendment #2 to Convertible Promissory Note (this “Amendment”) is entered into as of April 23, 2020, by and between Chicago Venture Partners, L.P., a Utah limited partnership (“Lender”), and Sysorex, Inc., a Nevada corporation (“Borrower”). Capitalized terms used in this Amendment without definition shall have the meanings given to them in the Note (as defined below).
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN INPIXON AND SYSOREX, INC. DATED AS OF AUGUST 31, 2018Employee Matters Agreement • September 4th, 2018 • Sysorex, Inc. • Services-computer programming services • California
This EMPLOYEE MATTERS AGREEMENT, dated as of August 31, 2018 (this “Agreement”), is by and between Inpixon, a Nevada corporation (“Parent”), and Sysorex, Inc., a Nevada corporation (“Sysorex”).
TAX MATTERS AGREEMENT by and between Inpixon and Sysorex, Inc. Dated as of August 31, 2018 TAX MATTERS AGREEMENTTax Matters Agreement • September 4th, 2018 • Sysorex, Inc. • Services-computer programming services • Nevada
THIS TAX MATTERS AGREEMENT (this “Agreement”), dated as of August 31, 2018 is by and among Inpixon, a Nevada corporation (“Inpixon”), and Sysorex, Inc., a Nevada corporation (“Sysorex”). Each of Inpixon and Sysorex is sometimes referred to herein as a “Party” and, collectively, as the “Parties.”
INTERCREDITOR AGREEMENTIntercreditor Agreement • July 6th, 2020 • Sysorex, Inc. • Services-computer programming services • Nevada
This INTERCREDITOR AGREEMENT, dated as of June 30, 2020 (this “Agreement”), is among Sysorex, Inc., a Nevada corporation (the “Company”), Inpixon, a Nevada corporation (“Inpixon”), and Systat Software, Inc., a Delaware corporation (“Systat”). Any capitalized term used but not defined herein shall have the meaning set forth for such term in the Promissory Note Assignment and Assumption Agreement, of even date herewith, among the parties hereto (the “Assignment Agreement”).
Note Purchase agreementNote Purchase Agreement • December 31st, 2018 • Sysorex, Inc. • Services-computer programming services • Nevada
This Note Purchase Agreement (this “Agreement”) is made as of December 31, 2018 (the “Effective Date”), by and between Sysorex, Inc., a Nevada corporation (the “Company”), and Inpixon, a Nevada corporation (the “Purchaser”). Any capitalized term not otherwise defined in this Agreement shall have the meaning set forth in the Note (as defined in Section 1).
WAIVER AGREEMENETWaiver Agreemenet • October 16th, 2019 • Sysorex, Inc. • Services-computer programming services • Utah
This WAIVER AGREEMENT (this “Agreement”) is made and entered into as of October 15, 2019, by and between Sysorex, Inc., a Nevada corporation (the “Company”), and the signatory hereto (the “Holder”) holding that certain outstanding Convertible Promissory Note, issued on December 31, 2018 (the “Note”), issued pursuant to that certain Securities Purchase Agreement, dated December 31, 2018 (the “SPA”), by and between the Company and the Holder. Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Note or the SPA, as applicable.
SECURITIES SETTLEMENT AGREEMENTSecurities Settlement Agreement • April 14th, 2021 • Sysorex, Inc. • Services-computer programming services • Nevada
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”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 4th, 2018 • Sysorex, Inc. • Services-computer programming services • Virginia
This Amended and Restated Employment Agreement (“Agreement”) effective August 31, 2018 (the “Effective Date”), is entered into by and among Sysorex, Inc., a Nevada corporation (“Sysorex”), Sysorex Government Services, Inc., a Virginia corporation (“SGS”), and Asaduz Zaman Khan, an individual currently residing in Virginia (the “Employee”).
SETTLEMENT AGREEMENTSettlement Agreement • February 20th, 2019 • Sysorex, Inc. • Services-computer programming services • California
THIS SETTLEMENT AGREEMENT (this “Agreement”), is made and entered into as of the 20th day of February, 2019 (the “Effective Date”), by and among Inpixon (“Inpixon”) and Sysorex, Inc. (“Sysorex”, together with Inpixon, the “Inpixon Parties”) on the one hand and Atlas Technology Group, LLC (“ATG”) on the other hand. ATG and the Inpixon Parties are each referred to as a “Party” and collectively referred to as the “Parties”. Capitalized terms not defined herein shall have the meaning for such term set forth in the Reduction Agreement (defined below).
FIRST AMENDMENT AGREEMENTFirst Amendment Agreement • February 8th, 2019 • Sysorex, Inc. • Services-computer programming services • Nevada
This FIRST AMENDMENT AGREEMENT (this “First Amendment”) is made and entered into as of February 4, 2019 (“Amendment Date”) by and between Sysorex, Inc., a Nevada corporation (the “Company”), and Inpixon, a Nevada corporation (the “Purchaser”). In this First Amendment, the Company and the Purchaser are sometimes referred to singularly as a “party” and collectively as the “parties”. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Note (as defined below) or the NPA (as defined below), as applicable.
TRANSITION SERVICES AGREEMENTTransition Services Agreement • September 4th, 2018 • Sysorex, Inc. • Services-computer programming services • Nevada
This TRANSITION SERVICES AGREEMENT (this “Agreement”) is made as of August 31, 2018 by and between Inpixon, a Nevada corporation (“Parent”) and Sysorex, Inc., a Nevada corporation (“Company”), each of which is sometimes referred to as a “party” and collectively as the “parties.”
AMENDMENT NO. 1 TO TRADEMARK LICENSE AGREEMENTTrademark License Agreement • April 14th, 2021 • Sysorex, Inc. • Services-computer programming services
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.
EXCHANGE AGREEMENTExchange Agreement • April 14th, 2021 • Sysorex, Inc. • Services-computer programming services • Nevada
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).
PAYPLANT CLIENT AGREEMENTPayplant Client Agreement • September 4th, 2018 • Sysorex, Inc. • Services-computer programming services • California
This Payplant Client Agreement is entered into by and between (1) Sysorex, Inc., a Nevada corporation (“Sysorex”), and successor-in-interest by merger to Inpixon USA, a California corporation, with offices at 2479 East Bayshore Road, Suite 195, Palo Alto, CA 94303, and Sysorex Government Services, Inc., a Virginia corporation, with offices at 2479 East Bayshore Road, Suite 195, Palo Alto, CA 94303 (“SGS” and together with Sysorex, jointly and severally, the “Client”) and (2) Payplant LLC a Delaware limited liability company, with an address of 2625 Middlefield Road #595, Palo Alto, CA 94306, on
Re: Letter AgreementSecurities Settlement Agreement • March 25th, 2021 • Sysorex, Inc. • Services-computer programming services • Nevada
The purpose of this Letter Agreement (this “Agreement”) is to memorialize and acknowledge certain agreements by and among Systat Software, Inc., a Delaware corporation (“Systat”), Sysorex, Inc., a Nevada corporation (“SYSX”) and First Choice International Company, Inc., a Delaware corporation (“First Choice”) with regard to First Choice’s advance payment of Two Million and 00/100 United States Dollars (US$2,000,000) to Systat on behalf of SYSX (the “Advanced Payment”). Systat, SYSX and First Choice are individually referred to herein as a “Party” and collectively as the “Parties.”
COREWEAVE, INC. PURCHASE ORDER GH HARDWARE 4/1/2021 (THE “EFFECTIVE DATE”)Sysorex, Inc. • June 24th, 2021 • Services-computer programming services
This Purchase Order (this “Purchase Order”) sets forth the terms and conditions of the purchase from CoreWeave, Inc., a Delaware corporation (the “Seller”), by TTM Digital Assets & Technologies, Inc., a Nevada corporation (the “Buyer”). Each of CoreWeave and TTM is a “Party” and collectively CoreWeave and TTM are the “Parties.” This Purchase Order is effective as of the Effective Date set forth above.
JOSEPH GUNNAR & CO., LLCSysorex, Inc. • July 12th, 2021 • Services-computer programming services • New York
This will confirm our agreement that Sysorex, Inc. (the “Company”) has engaged Joseph Gunnar & Co., LLC (“Placement Agent”) to act as the Company’s exclusive Placement Agent with respect effectuating an Offering of its securities for a twelve-month term (the “Term”). For purposes of this agreement, the term “Offering” means a private placement pursuant to which the Company will be offering a minimum of $9,000,000 (“Minimum Amount”) and up to a maximum of $13,500,000 and an over-allotment option of $1,687,500 (together $15,187,500, the “Maximum Amount”) of Debentures and Warrants. Based on the 12.5% Original Issue Discount on the Debentures, gross proceeds in cash payments from investors shall be $8,000,000 on the Minimum Amount and $12,000,000 on the Maximum Amount ($13,500,000 including the over-allotment option of $1,500,000). Placement of the Debentures and Warrants will be made on a “commercially reasonable efforts,” “all-or-none” basis with respect to the Minimum Amount and on a “
ASSET CONTRIBUTION AND EXCHANGE AGREEMENTAsset Contribution and Exchange Agreement • June 24th, 2021 • Sysorex, Inc. • Services-computer programming services • Delaware
This ASSET EXCHANGE AND CONTRIBUTION AGREEMENT (this “Agreement”), dated as of March 30, 2021, is made and entered into by and between CoreWeave, Inc., a Delaware corporation (“CoreWeave”) and TTM Digital Assets & Technologies, Inc. , a Nevada corporation (“TTM”). Each of CoreWeave and TTM is a “Party” and collectively CoreWeave and TTM are the “Parties.”
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT BY AND AMONG THE COMPANY, TTM DIGITAL ASSETS & TECHNOLOGIES, INC., AND WAYNE WASSERBERG SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 17th, 2022 • Sysorex, Inc. • Services-computer programming services
This second amendment to employment agreement (this “Second Amendment”) is entered into as of September 8, 2022 (the “Second Amendment Effective Date”), by and among Sysorex, Inc., a Nevada corporation (“Sysorex”), TTM Digital Assets & Technologies, Inc. (“TTM”) (collectively, the “Company”), and Wayne Wasserberg, an individual, currently residing in Florida (“Employee”). Sysorex, TTM, and Wasserberg are individually referred to herein as a “party” and collectively as the “parties.”
Amendment No. 2 to HEADS OF TERMS Dated as of June 30, 2022Heads of Terms • July 7th, 2022 • Sysorex, Inc. • Services-computer programming services
This Amendment No. 1 to Heads of Terms (this “Amendment”) is entered into as of the date set forth above by and between Ostendo Technologies, Inc., (“Purchaser”), Sysorex, Inc. (the “Company”) and its wholly owned subsidiary TTM Digital Assets & Technologies, Inc. (“Seller,” and together with the Company, the “Seller Parties”). The Purchaser, the Company and Seller may be referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms not defined herein shall have the meaning given in the Head of Terms.
