8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 19, 2021

SYSOREX, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-55924	68-0319458
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

13880 Dulles Corner Lane Suite 175 Herndon, Virginia	20171
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 800-929-3871

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

On March 25, 2021, Sysorex, Inc. (the “Company”) filed with the Securities and Exchange Commission (“SEC”) a Current Report on Form 8-K (the “Initial Report”) for the purpose of announcing its entry into a Letter Agreement dated March 19, 2021 (the “Letter Agreement”) with First Choice International Company, Inc. (“Lender”) providing for the advance payment by the Lender of $2,000,000 (the “Advance” or “Principal Amount”) to Systat Software, Inc. (“Systat”) on behalf of the Company. The purpose of this amendment to the Initial Report is to announce the completion of a definitive loan agreement between the Company and First Choice pertaining to repayment of the Advance.

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Item 1.01 Entry into a Material Definitive Agreement.

On March 31, 2021, the Company and the Lender entered into a Commercial Loan Agreement (“Loan Agreement”) and Promissory Note (“Note”) (collectively, the “Loan Documents”). Under the terms of the Note, the Company must repay the Principal Amount plus any accrued and unpaid interest as a balloon payment no later than June 30, 2021. Interest under the Note will accrue monthly at a rate of one percent (1%) per month (“Interest”) on the outstanding Principal Amount payable Interest only on the 28^th day of each month.

On March 19, 2021, pursuant to the Letter Agreement, and as a condition of the Advance, Systat assigned to Lender that certain Secured Promissory Note of the Company in the principal amount of $3,000,000 with an issuance date of June 30, 2020 (the “Indebtedness”). Pursuant to the Loan Agreement, the Company and Lender have agreed that the Indebtedness shall be cancelled in exchange for the issuance of 5,272,408 shares (“Pledged Shares”) of the Company’s Common Stock, which Pledged Shares shall be held in escrow by the Company’s transfer agent as collateral to secure the repayment obligations owed under the Loan Documents. In connection therewith, and prior to issuance of the Pledged Shares, the Company and the Lender entered into a Stock Pledge Agreement dated as of March 31, 2021 (the “Pledge Agreement”) providing for the pledge of the Pledged Shares to secure full and punctual payment and discharge of the Note, and all accrued or unpaid Interest and fees under the Loan Documents. The Company and the Lender are continuing to negotiate the terms of a Securities Settlement Agreement (“SSA”), which will set forth the terms and conditions regarding when the Pledged Shares shall be issued or become issuable.

Pursuant to the Loan Documents, upon the full and timely repayment of the Principal Amount and all accrued or unpaid Interest and fees, the Lender has agreed that the Pledged Shares shall be deemed returned to the Company and cancelled in full. If the Note is not timely repaid and there is a continuing Event of Default, which cannot be cured, the Pledged Shares shall be timely released to the Lender. Should the Lender achieve repayment from sale of the Pledged Shares including all accrued or unpaid Interest and fees under the Loan Documents, the Note shall be discharged. Until the Note has been discharged, the Lender shall have all other rights available to it as a debtholder in accordance with the Loan Documents, at law and in accordance with principles of equity.

The above summaries of the Loan Agreement, Note, and Pledge Agreement are not intended to be complete, and are qualified in their entirety by reference to the full text of the Loan Agreement and Note, and Pledge Agreement, copies of which are filed herewith as Exhibits 10.1 and 10.2, respectively, and which are incorporated herein by reference.

Item 2.03 Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registration.

The information set forth in Item 1.01 of this Current Report on Form 8-K, to the extent required by this Item 2.03, is incorporated herein by reference.

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Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K, to the extent required by this Item 3.02, is incorporated herein by reference. The Shares of common stock that may be issued pursuant to the Pledge Agreement will be sold and issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and/or Rule 506 promulgated under the Securities Act as sales to an accredited investor, and in reliance on similar exemptions under applicable state laws.

The Company currently has 494,311 shares of common stock outstanding, excluding any shares that may be issued pursuant to the Pledge Agreement and SSA or previously disclosed pledge arrangements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Commercial Loan Agreement and Promissory Note, dated as of March 31, 2021 by and between Sysorex, Inc. and First Choice International Company, Inc.
10.2	Stock Pledge Agreement, dated as of March 31, 2021 by and between Sysorex, Inc. and First Choice International Company, Inc.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SYSOREX, INC.
Date: April 6, 2021	By:	/s/ Zaman Khan
	Name:	Zaman Khan
	Title:	Chief Executive Officer

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EX-10.1

Exhibit 10.1

COMMERCIAL LOAN AGREEMENT

THIS COMMERCIAL LOAN AGREEMENT (this “Agreement”) is made as of this 31^st day of March 2021, 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 Circle, Unit M14, Aventura, FL 33180 (“Lender”). Borrower and Lender are individually referred to herein as a “party” and collectively as the “parties.”

RECITALS

WHEREAS, Lender has agreed to lend to Borrower the principal amount of Two Million and 00/100 Dollars ($2,000,000) (“Loan Proceeds”) at an interest rate of One Percent (1%) per month with a term of ninety (90) days (“Loan”);

WHEREAS, on March 19, 2021, pursuant to that certain “Letter Agreement” of even date attached as “Exhibit A” hereto entered into by and between Borrower, Lender and Systat Software, Inc, a Delaware corporation, having an address at 2107 North First Street, Suite 360, San Jose, CA 95131 (“Systat”), Lender advanced the Loan Proceeds (“Advance”) to Systat at the direction of Borrower;

WHEREAS, as a condition of the Advance, and to establish collateral in the event that the Borrower does not timely repay the Loan, in further consideration of the Advance, on March 19, 2021, Systat assigned that certain Secured Promissory Note in the principal amount of $3,000,000 with an issuance date of June 30, 2020 (“Note”) pursuant to the “Assignment of Promissory Note” attached as “Exhibit B” hereto (the “Letter Agreement” and the “Note” are collectively referred to as the “Advance Payment Documents”);

WHEREAS, Borrower, by resolution of its Board of Directors, has agreed to consent to the Assignment of Promissory Note pursuant to the terms of the Advance Payment Documents;

WHEREAS, it is the parties’ intent that the “Exchange Shares” (as defined below) shall serve as collateral until the Loan has been timely repaid in full prior to the Maturity Date (as set forth in the Promissory Note attached hereto (the “Promissory Note,” or as further set forth therein serve as an alternative form of repayment), as more fully described below and in the Promissory Note; and

WHEREAS, this Agreement and the Promissory Note shall hereinafter be referred to as the “Loan Documents” and no general reference to the same used herein or in the Promissory Note shall invalidate the obligations of Borrower set forth in this Agreement or in the Promissory Note.

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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. Borrower’s Consents and Understandings. Borrower, by resolution of its Board of Directors, hereby consents to the Assignment of Promissory Note pursuant to the terms of the Advance Payment Documents. Borrower also understands and agrees that the Note has been converted into shares of Borrower Common Stock (the “Exchange Shares”) and the Exchange Shares shall be held in escrow by Computershare, Inc., the Borrower’s transfer agent, and serve as collateral to secure its repayment obligations owed to Lender under the Promissory Note.

3. Lender Agreements and Understandings. Lender hereby agrees that so long as repayment of the Promissory Note is made in accordance with the terms set forth in the Promissory Note, the Exchange Shares will be cancelled in full and no further amounts will be owed by Borrower to Lender as a result of the transactions contemplated by this Agreement, all as more fully described in the Promissory Note.

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

5. The Promissory Note. Borrower shall execute this Agreement and the Promissory Note attached hereto and deliver it to Lender.

6. Closing. The Closing of the Loan (“Closing”) shall occur on the date the parties execute these Loan Documents whereas Systat has already been advanced Lender’ funds on behalf of Borrower in accordance with this Loan and the Advance Payment Documents.

7. Representations, Warranties and Covenants. Borrower makes the following representations and warranties and covenants to 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 is an individual having 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 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 has been duly and properly executed and delivered;

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(d) To Borrower’s knowledge, each of the Loan Documents constitute legal, valid and binding obligations of 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 Borrower of this Agreement or any of the other Loan Documents, or in connection with the performance or consummation by 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 Borrower is a party, or any of 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 Borrower and (ii) will not result in a lien or privilege against any property or assets of 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 Borrower’s actual knowledge are threatened against Borrower which might affect the ability of Borrower to perform its obligations pursuant to and as contemplated by the terms and provisions of the Loan Documents;

(i) Neither Borrower nor 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 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;

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(l) Neither 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 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 Borrower nor any of its affiliates is 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 Borrower’s actual knowledge, Borrower has procured and properly maintained all licenses or permits necessary to operate its business; and

(p) Borrower hereby agrees to protect, indemnify, defend and save harmless 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.

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

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

(b) the failure of Borrower to observe or perform its obligations under the Loan Documents, which failure continues beyond the expiration of the applicable notice and cure period;

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

(d) 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.

9. Notice and Cure. Borrower shall be entitled to notice and fifteen (15) 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 fifteen (15) days from notice through the exercise of reasonable diligence, then, so long as Borrower commences cure within such fifteen (15) day period, such failure remains susceptible to cure, and Borrower diligently pursues cure and completes such cure within thirty (30) days of receipt of notice of default, such failure shall not be deemed to create an Event of Default.

10. Lender’s Remedies. If an Event of Default shall occur, 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 Lender shall have no further obligation to perform its obligations under any of the Loan Documents. Borrower shall not interfere with the exercise by Lender of any of its rights and remedies under the Loan Documents and shall fully cooperate with Lender in the exercise of Lender’s rights.

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11. Miscellaneous.

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

(b) No Lender Obligations. By accepting or approving anything required to be observed, performed or fulfilled or to be given to Lender pursuant to the Loan Documents, including without limitation, any officer’s certificate, balance sheet, statement of profit and loss or other financial statement, 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 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, and the funding of the Loan, any investigation at any time made by Lender or on 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 Lender and 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 Lender’s counsel, this Agreement has been reviewed and negotiated by competent counsel on behalf of Borrower. The parties to this Agreement agree that the Loan Documents shall not be construed against Lender as a result of this Agreement having been so prepared by Lender’s legal counsel. If Borrower consists of more than one person or party, the obligations and liabilities of each such person or party shall be joint and several.

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(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 Lender, and in the event of such transfer or assignment, the rights and privileges herein conferred upon 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 Borrower and Borrower is prohibited from assigning or transferring its 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 DELAWARE, 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. Lender and 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. 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 Borrower at its address set forth above or to any other address which Borrower shall have designated by written notice to Lender. Nothing herein shall affect the rights of the Lender to serve process in any manner permitted by law.

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(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 below or, in each case, at such other address, or to the attention of such other officer, as Borrower or Lender, as the case may be, shall have furnished to the other party in writing.

If to Lender:

First Choice International Company, Inc.

21399 Marina Cove Cir.

Unit M14 Aventura, FL 33180

Email: 1stchoiceintlco@gmail.com

Attn: David Steinhurst, President

If to Borrower:

Sysorex, Inc.

13880 Dulles Corner Lane

Suite 175

Herndon, VA 20171

Email: ZamanKhan@sysorexinc.com

Attn: Zaman Khan, CEO

(l) Counterparts. This Agreement may be executed simultaneously in two (2) 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 Lender and Others. 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. Neither 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.

[Signature Page Follows]

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

BORROWER:

Sysorex, Inc.
By:	/s/ Zaman Khan
Name:	Zaman Khan
Title:	Chief Executive Officer
LENDER:
First Choice International Company, Inc.
By:
Name:	Mark H. Peikin
Title:	Chief Executive Officer

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PROMISSORY NOTE

Borrower: Sysorex, Inc.

Lender: First Choice International Company, Inc.

Date: March 31, 2021 Interest Rate: 1% per month

PROMISE TO PAY. Sysorex, Inc., a Nevada corporation (“Borrower”) promises to pay to the order of First Choice International Company, Inc., a Delaware corporation or assigns (“Lender”), without setoff, in lawful money of the United States of America, the principal amount of Two Million and 00/100 Dollars ($2,000,000) (“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 using an Actual/360 day counting method.

REPAYMENT. All payments shall be made as directed by Lender. Borrower shall make Interest payments on the outstanding Principal Amount of this Promissory Note on the 28^th day of each month (or the first 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).

AGREEMENT UPON FULL AND TIMELY REPAYMENT. Subject to the full and timely repayment and compliance with all obligations under the Loan Documents, Lender has agreed to accept as collateral against payment of amounts owing under this Promissory Note shares issued pursuant to that certain Securities Settlement Agreement and related acquisition by Lender of that certain Secured Promissory Note with an issue date of June 30, 2020, in the principal amount of Three Million and 00/100 Dollars ($3,000,000) of even date herewith (the “Exchange Shares”). Such Exchange Shares shall be held in escrow by Computershare, Inc. for disbursement if necessary pursuant to the terms of this Promissory Note.

MATURITY DATE. The Principal Amount, accrued Interest and any incurred fees, expenses or penalties must be paid in full on or before Thursday, June 30, 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 Exchange Shares (as limited below) shall be released to Lender under “Alternate Consideration on Repayment; Exchange.”

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ALTERNATE CONSIDERATION ON REPAYMENT; EXCHANGE. 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). In the event the outstanding Principal Amount and accrued interest is not paid in full on the Maturity Date, the Maturity Date will be extended until such time as Lender has recouped the outstanding Principal Amount and accrued interest through the sale of an amount of the Exchange Shares equal to the Principal Amount and accrued interest under this Promissory Note. Thereafter, any remaining Exchange Shares, shall belong to the Lender as further consideration for the Lender’s undertaking of this Promissory Note.

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 Lender as an origination fee.

PREPAYMENT. 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), when required or when due;

(b) the failure of Borrower to observe or perform its obligations under the Loan Documents, which failure continues beyond the expiration of the applicable notice and cure period;

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

(d) 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.

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OPPORTUNITY TO CURE. Borrower shall be entitled to notice and fifteen (15) 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 fifteen (15) days from notice through the exercise of reasonable diligence, then, so long as Borrower commences cure within such fifteen (15) day period, such failure remains susceptible to cure, and Borrower diligently pursues cure and completes such cure within thirty (30) 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 One Thousand Dollars ($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.

Borrower’s Initials	NO ORAL AGREEMENTS. This written agreement is the final expression of the agreement between Lender and Borrower and may not be contradicted by evidence of any prior oral agreement or of a contemporaneous oral agreement between Lender and Borrower.
Lender’s Initials	By initialing the boxes to the left, Lender and Borrower affirm that no unwritten oral agreement exists between them.

[Signature Page Follows]

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PRIOR TO SIGNING THIS PROMISSORY NOTE, BORROWER HAS 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.

BORROWER:

Sysorex, Inc.

/s/ Zaman Khan

By: Zaman Khan

Title: Chief Executive Officer

LENDER:

First Choice International Company, Inc.

By: Mark H. Peikin

Title: Chief Executive Officer

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Exhibit A

Letter Agreement

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Exhibit B

Assignment of Promissory Note

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EX-10.2

Exhibit 10.2

STOCK PLEDGE AGREEMENT

THIS STOCK PLEDGE AGREEMENT (this “Agreement”) is made as of March 31, 2021 (“Effective Date”), by Sysorex, Inc., a Nevada corporation having an address 13880 Dulles Corner Lane, Ste. 175, Herndon, VA 20171 (“Pledgor”) for the benefit of First Choice International Company, Inc. a Delaware limited liability company, having an address at 21399 Marina Cove Circle, Unit M14, Aventura, FL 33180 (“Pledgee”).

RECITALS:

WHEREAS, the Pledgor has executed a “Commercial Loan Agreement” and “Promissory Note” in the amount of Two Million and 00/100 Dollars ($2,000,000), on even date herewith for the benefit of Pledgee (collectively, the “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 5,272,408 shares of Sysorex, Inc.’s common stock (“Common Stock”), 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 attached hereto as Exhibit A; and

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 (as defined below), and includes without limitation direct registration book position statement(s) or certificate(s).

(b) Collateral. The term “Collateral” means the Common Stock.

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(c) 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 Promissory Note.

(e) Default or Event of Default. The term “Default” and “Event of Default” shall have the meanings set forth in the Commercial Loan Agreement and the Promissory Note.

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

(g) Note. The term “Note” means that certain Secured Promissory Note dated March 31, 2021, the amount of Two Million and 00/100 Dollars ($2,000,000), tendered by the Pledgor to the Pledgee.

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 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. 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 Commercial Loan Agreement and this Agreement, and any other related documents;

(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;

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(g) Reservation of Shares of Common Stock. Pledgor shall direct its transfer agent to issue the Shares in the name of the Pledgee; 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 timely release or return of the Collateral as applicable to the Pledgor upon the complete and satisfactory performance of the Note and the Loan Documents;

(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; and

(c) Release of Security Interest. Upon full satisfaction of the Commercial Loan Agreement and Note, the Pledgee, if 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 UCC-3.

5. Exercise of Shareholder Rights.

(a) Receipt of Dividends and Distributions. Unless and until the Pledgee shall possess the Shares, it shall not have the right to receive and retain any dividends or other distributions approved and paid on the Collateral.

(b) Right to Vote. Unless and until the Pledgee shall possess the Shares, it may not vote the Collateral.

(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 any 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 make such sales only in accordance with applicable federal and state 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 Commercial Loan Agreement and Note. If the Pledgor fails to cure a Default as described in the Commercial Loan Agreement and/or Note, 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 and notifying the Pledgor’s transfer agent that an uncured Event of Default has occurred and that the shares evidencing the Collateral are to be released to the Pledgee or its assigns.

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(b) Transfer of Collateral from Escrow to Pledgee. Should a Default occur, upon expiration of any applicable cure period, the Pledgee may immediately cause the transfer agent to transfer the Collateral to the Pledgee and the Pledgee may exercise any right normally incident to the ownership of the Collateral.

(c) Sale of Collateral. Upon the transfer of the Collateral to the Pledgee, the Pledgee may sell all or any part of the Collateral at public or private sale subject to all applicable 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, and any related Loan Documents. These rights and remedies shall be cumulative and may be exercised singly or concurrently with all other rights and remedies the Pledgee may have.

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

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 Commercial 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.

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(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 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.

[Signature Page Follows]

[The Remainder of This Page is Intentionally Blank]

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EXECUTED AND DELIVERED, as of the date first above written.

PLEDGOR:
Sysorex, Inc.
By:	/s/ Zaman Khan
Name:	Zaman Khan
Title:	Chief Executive Officer
PLEDGEE:
First Choice International Company, Inc.
By:
Name:	Mark H. Peikin
Title:	Chief Executive Officer

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