Amendment No. 1 to HEADS OF TERMS Dated as of June 10, 2022

Exhibit 99.2

Amendment No. 1

to

HEADS OF TERMS

Dated as of June 10, 2022

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.

WHEREAS the Parties are the parties to the Heads of Terms dated March 24, 2022 (the “Heads of Terms” and now desire to amend the Heads of Terms as set forth herein;

NOW, THEREFORE, on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and the mutual benefits to the Parties to be derived here from, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:

1. The date “May 24, 2022” in the section of the Heads of Terms entitled “Closing” is hereby amended to be “June 30, 2022.”

2. The definition of “TTM Assets” in the Heads of Terms is hereby amended and restated to mean: (i) all of the Seller Parties’ GPUs and related assets, supporting equipment and software (including software licenses, if any), in each case wherever located, (ii) the Company’s equity interests in Style Hunter, Inc. (excluding options to purchase equity interests), (iii) the real estate comprising the Lockport, NY location, and (iv) any other assets directly or indirectly used in the operation of the Seller Parties’ crypto mining business.

3. The first sentence of the section of the Heads of Terms entitled “Purchase Price Consideration” is hereby amended and restated to read as follows: “The Purchase Price shall be comprised of the issuance to the Seller of 4,697,917 fully paid, non-assessable shares of the Purchaser valued at $45,100,000.00 (“Shares”).”

4. Other than as amended herein, the Heads of Terms shall remain in full force and effect.

5. This Amendment may be executed in multiple counterparts, each of which shall be deemed an original, and all of which taken together shall be a single legal 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) or other such transmission method (with counterpart) so delivered and deemed to have been duly and validly delivered by the Parties hereto.

[Signature Pages Follow]

IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the date first set forth above.

	Sysorex, Inc.
	By:	/s/ Xxxxx Xxxxxxxxxx
	Name:	Xxxxx Xxxxxxxxxx
	Title:	Chief Executive Officer
	TTM Digital Assets & Technologies, Inc.
	By:	/s/ Xxxxx Xxxxxxxxxx
	Name:	Xxxxx Xxxxxxxxxx
	Title:	President
	Ostendo Technologies, Inc.
	By:	/s/ Xxxxxxx El-Ghoroury
	Name:	Xxxxxxx El-Ghoroury
	Title:	Chief Executive Officer