Exhibit 10.1


 


EXCHANGE AGREEMENT


 


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”).


 


WHEREAS, on April 14,
2021, pursuant to that certain Agreement and Plan of Merger (“Agreement”) between the Company and TTM Digital Assets
and Technologies, Inc. (“TTM”), the Company issued the Holder [ ] shares of restricted common stock, par value $0.00001
(“Merger Shares”), pursuant to an exemption from the registration requirements of Section 5 of the Securities Act contained
in Section 4(a)(2) thereof and Regulation D Rule 506(b) promulgated thereunder (“Common Stock”);


 


WHEREAS, on the date
hereof, the Holder owns [ ] shares of Common Stock (the “Held Stock”);


 


WHEREAS, subject to
the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities
Act”), and in reliance on Section 3(a)(9) of the Securities Act, the Company desires to exchange with the Holder, and the Holder
desires to exchange with the Company, the Held Stock for Prepaid Common Stock Warrants (“Warrants”).


 


NOW, THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration of the premises and
the mutual agreements, representations and warranties, provisions and covenants contained herein, the parties hereto, intending to be
legally bound hereby, agree as follows:


 


1.
Exchange. On the Closing Date, subject to the terms and conditions of this Agreement, the Holder shall, and the Company
shall, pursuant to Section 3(a)(9) of the Securities Act, exchange all of the Held Stock for Warrants exercisable into [ ] shares of Common
Stock (the “Exchange Securities”). Subject to the conditions set forth below, the Exchange shall take place electronically
by the remote exchange of documents, or at such other time and place as the Company and the Holder mutually agree (the “Closing”
and the “Closing Date”). At the Closing, the following transactions shall occur (such transactions in this Section
1, the “Exchange”):


 


1.1
On the Closing Date, in exchange for the Held Stock, the Company shall deliver the Exchange Securities to the Holder or its designee
in accordance with the Holder’s delivery instructions set forth on the Holder’s signature page hereto. Upon receipt of the
Exchange Securities in accordance with this Section 2.1, all of the Holder’s rights under the Held Stock shall be extinguished.
The Holder shall tender to the Company’s transfer agent (with all necessary endorsements) the Held Stock within five Trading Days
(as defined below) of the Closing Date.


 


1.2 On the Closing Date,
the Holder shall be deemed for all corporate purposes to have become the holder of record of the Exchange Securities, irrespective
of the date such Exchange Securities are delivered to the Holder in accordance herewith. As used herein, “Trading
Day” means any day on which the Common Stock is traded on the OTCQB, or, if the OTCQB is not the principal trading market
for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded.


 






     


     


    

 


1.3
The Company and the Holder shall execute and/or deliver such other documents and agreements as are customary and reasonably necessary
to effectuate the Exchange.


 


2.
Closing Conditions.


 


2.1
Conditions to Holder’s Obligations. The obligation of the Holder to consummate the Exchange is subject to the fulfillment,
to the Holder’s reasonable satisfaction, prior to or at the Closing, of each of the following conditions:


 


(a)   
Representations and Warranties. The representations and warranties of the Company contained in this Agreement shall be true
and correct in all material respects on the date hereof and on and as of the Closing Date as if made on and as of such date.


 


(b)  
No Actions. No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed
before any court, governmental agency or authority or legislative body to enjoin, restrain, prohibit or obtain substantial damages in
respect of, this Agreement or the consummation of the transactions contemplated by this Agreement.


 


(c)   
Proceedings and Documents. All proceedings in connection with the transactions contemplated hereby and all documents and
instruments incident to such transactions shall be satisfactory in substance and form to the Holder, and the Holder shall have received
all such counterpart originals or certified or other copies of such documents as they may reasonably request.


 


2.2
Conditions to the Company’s Obligations. The obligation of the Company to consummate the Exchange is subject to the
fulfillment, to the Company’s reasonable satisfaction, prior to or at the Closing, of each of the following conditions:


 


(a)   
Representations and Warranties. The representations and warranties of the Holder contained in this Agreement shall be true
and correct in all material respects on the date hereof and on and as of the Closing Date as if made on and as of such date.


 


(b)  
No Actions. No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed
before any court, governmental agency or authority or legislative body to enjoin, restrain, prohibit, or obtain substantial damages in
respect of, this Agreement or the consummation of the transactions contemplated by this Agreement.


 


(c)    Proceedings
and Documents. All proceedings in connection with the transactions contemplated hereby and all documents and instruments
incident to such transactions shall be satisfactory in substance and form to the Company and the Company shall have received all
such counterpart originals or certified or other copies of such documents as the Company may reasonably request.


 






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3.
Representations and Warranties of the Company. The Company hereby represents and warrants to Holder that:


 


3.1
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good
standing under the laws of the State of Nevada. The Company is duly qualified to transact business and is in good standing in each jurisdiction
in which the failure to so qualify would have a material adverse effect on its business or properties.


 


3.2
Authorization. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the
authorization, execution and delivery of this Agreement and the performance of all obligations of the Company hereunder, and the authorization
(or reservation for issuance of), the Exchange, and the issuance of the Exchange Securities and the shares of Common Stock issuable upon
exercise of the Exchange Securities have been taken on or prior to the date hereof.


 


3.3
Valid Issuance of the Securities. The Warrants and shares of Common Stock issuable upon exercise thereof, when issued and
delivered in accordance with the terms of this Agreement, for the consideration expressed herein, will be duly and validly issued, fully
paid and non-assessable.


 


3.4
Offering. Subject to the truth and accuracy of the Holder’s representations set forth in Section 4 of this Agreement,
the offer and issuance of the Securities as contemplated by this Agreement are exempt from the registration requirements of the Securities
Act. Neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such
exemptions.


 


3.5
Compliance With Laws. The Company has not violated any law or any governmental regulation or requirement which violation
has had or would reasonably be expected to have a material adverse effect on its business, and the Company has not received written notice
of any such violation.


 


3.6
Consents; Waivers. No consent, waiver, approval or authority of any nature, or other formal action, by any Person, not already
obtained, is required in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company
of the transactions provided for herein and therein.


 


3.7 Acknowledgment
Regarding Holder’s Purchase of Securities. The Company acknowledges and agrees that the Holder is acting solely in the
capacity of arm’s length Holder with respect to this Agreement and the other documents entered into in connection herewith
(collectively, the “Transaction Documents”) and the transactions contemplated hereby and thereby and that the
Holder is not (i) an officer or director of the Company, (ii) an “affiliate” of the Company (as defined in Rule 144
promulgated under the Securities Act), or (iii) to the knowledge of the Company, a “beneficial owner” of more than 10%
of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended). The
Company further acknowledges that the Holder is not acting as a financial advisor or fiduciary of the Company (or in any similar
capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by
the Holder or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated
hereby and thereby is merely incidental to the Holder’s acceptance of the Exchange Securities. The Company further represents
to the Holder that the Company’s decision to enter into the Transaction Documents has been based solely on the independent
evaluation by the Company and its representatives.


 






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3.8
Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board,
government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the
Company, the Exchange Securities or any of the Company’s officers or directors in their capacities as such.


 


3.9
No Group. The Company acknowledges that, to the Company’s knowledge, the Holder is acting independently in connection
with this Agreement and the transactions contemplated hereby, and is not acting as part of a “group” as such term is defined
under Section 13(d) of the Securities Act and the rules and regulations promulgated thereunder.


 


3.10
Validity; Enforcement; No Conflicts. This Agreement and each Transaction Document to which the Company is a party have been
duly and validly authorized, executed and delivered on behalf of the Company and shall constitute the legal, valid and binding obligations
of the Company enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited
by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws
relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. The execution, delivery and performance
by the Company of this Agreement and each Transaction Document to which the Company is a party and the consummation by the Company of
the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational documents of the Company or
(ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or
give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which
the Company is a party or by which it is bound, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree
(including federal and state securities or “blue sky” laws) applicable to the Company, except in the case of clause (ii) above,
for such conflicts, defaults or rights which would not, individually or in the aggregate, reasonably be expected to have a material adverse
effect on the ability of the Company to perform its obligations hereunder.


 


3.11
Disclosure. The Company confirms that neither it nor any other Person acting on its behalf has provided the Holder or its
agents or counsel with any information that constitutes or could reasonably be expected to constitute material, nonpublic information.
The Company understands and confirms that the Holder will rely on the foregoing representations in effecting transactions in the Exchange
Securities.


 






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4.
 Representations and Warranties of the Holder. The Holder hereby represents, warrants and covenants that:


 


4.1
Authorization. The Holder has full power and authority to enter into this Agreement, to perform its obligations hereunder
and to consummate the transactions contemplated hereby and has taken all action necessary to authorize the execution and delivery of this
Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby.


 


4.2
Accredited Investor Status; Investment Experience. The Holder is an “accredited investor” as that term
is defined in Rule 501(a) of Regulation D. The Holder can bear the economic risk of its investment in the Exchange Securities, and has
such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment
in the Securities.


 


4.3
Reliance on Exemptions. The Holder understands that the Exchange Securities are being offered and issued to it in reliance
on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying
in part upon the truth and accuracy of, and the Holder’s compliance with, the representations, warranties, agreements, acknowledgments
and understandings of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the
Holder to acquire the Exchange Securities.


 


4.4
Information. The Holder and its advisors, if any, have been furnished with all materials relating to the business, finances
and operations of the Company and materials relating to the offer and issuance of the Exchange Securities which have been requested by
the Holder. The Holder has had the opportunity to review the Company's filings with the Securities and Exchange Commission. The Holder
and its advisors, if any, have been afforded the opportunity to ask questions of the Company. Neither such inquiries nor any other due
diligence investigations conducted by the Holder or its advisors, if any, or its representatives shall modify, amend or affect the Holder’s
right to rely on the Company’s representations and warranties contained herein. The Holder understands that its investment in the
Exchange Securities involves a high degree of risk. The Holder has sought such accounting, legal and tax advice as it has considered necessary
to make an informed investment decision with respect to its acquisition of the Exchange Securities. The Holder is relying solely on its
own accounting, legal and tax advisors, and not on any statements of the Company or any of its agents or representatives, for such accounting,
legal and tax advice with respect to its acquisition of the Exchange Securities and the transactions contemplated by this Agreement.


 


4.5
No Governmental Review. The Holder understands that no United States federal or state agency or any other government or
governmental agency has passed on or made any recommendation or endorsement of the Exchange Securities or the fairness or suitability
of the investment in the Exchange Securities nor have such authorities passed upon or endorsed the merits of the offering of the Exchange
Securities.


 


4.6 Validity;
Enforcement; No Conflicts. This Agreement and each Transaction Document to which the Holder is a party have been duly and
validly authorized, executed and delivered on behalf of the Holder and shall constitute the legal, valid and binding obligations of
the Holder enforceable against the Holder in accordance with their respective terms, except as such enforceability may be limited by
general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws
relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. The execution, delivery and
performance by the Holder of this Agreement and each Transaction Document to which the Holder is a party and the consummation by the
Holder of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational documents of the
Holder or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a
default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or
instrument to which the Holder is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree
(including federal and state securities or “blue sky” laws) applicable to the Holder, except in the case of clause (ii)
above, for such conflicts, defaults or rights which would not, individually or in the aggregate, reasonably be expected to have a
material adverse effect on the ability of the Holder to perform its obligations hereunder.


 






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4.7
Ownership of Held Stock. The Holder owns and holds, beneficially and of record, the entire right, title, and interest in
and to the Held Stock. The Holder has full power and authority to transfer and dispose of the Held Stock to the Company free and clear
of any right or Lien. Other than the transactions contemplated by this Agreement, there is no outstanding vote, plan, pending proposal,
or other right, of any Person to acquire all or any part of the Held Stock. As used herein, “Liens” shall mean any
security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale,
or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected, voluntarily
incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any of the foregoing
in the future.


 


4.8
No Consideration Paid. No commission or other remuneration has been paid by the Holder (or any of its agents or affiliates)
to the Company related to the Exchange.


 


5.
Additional Covenants.


 


5.1
Tacking. Subject to the truth and accuracy of the Holder’s representations set forth in Section 4 of this Agreement,
the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Exchange Securities issued in exchange
for Held Stock will tack back to the original issue date of such Held Stock for purposes of Rule 144 and the Company agrees not to take
a position to the contrary.


 


5.2
Blue Sky. The Company shall make all filings and reports relating to the Exchange Securities required under applicable securities
or “Blue Sky” laws of the states of the United States following the date hereof, if any.


 


5.3
Fees and Expenses. Each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if
any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this
Agreement.


 




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6.
 Miscellaneous.


 


6.1
Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the
benefit of and be binding upon the parties hereto and the respective successors and assigns of the parties. Nothing in this Agreement,
express or implied, is intended to confer upon any party, other than the parties hereto or their respective successors and assigns, any
rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.


 


6.2
Governing Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation
of this Agreement shall be governed by the internal laws of the State of Nevada, without giving effect to any choice of law or conflict
of law provision or rule (whether of the State of Nevada or any other jurisdictions) that would cause the application of the laws of any
jurisdictions other than the State of Nevada. The Company hereby irrevocably submits to the exclusive jurisdiction of the state or federal
courts sitting in Reno, Nevada or Las Vegas, Nevada, for the adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in
an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party
at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of
process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted
by law. Nothing contained herein shall be deemed or operate to preclude Holder from bringing suit or taking other legal action against
the Company in any other jurisdiction to collect on the Company’s obligations to Holder or to enforce a judgment or other court
ruling in favor of Holder. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR
THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


6.3
Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered
in construing or interpreting this Agreement.


 


6.4
Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this
Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt,
when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending
party) or by electronic mail; or (iii) one Business Day after deposit with an overnight courier service, in each case properly addressed
to the party to receive the same. The addresses, facsimile numbers and email addresses for such communications shall be:


 




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If to the Company:


 


Sysorex, Inc.





13880 Dulles Corner Lane,
Ste. 175





Herndon, VA 20171





Attn: Wayne Wasserberg





Email: wayne@ttmdigitalassets.com


 





If to the Holder, to its address,
facsimile number and email address set forth on its signature page hereto,


 


or to such other address, facsimile number and/or
email address and/or to the attention of such other Person as the recipient party has specified by written notice given to each other
party five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice,
consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine or email
containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by an overnight
courier service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from an overnight courier service in
accordance with clause (i), (ii) or (iii) above, respectively.


 


6.5
Finder’s Fees. Each party represents that it neither is nor will be obligated for any finders’ fee or commission
in connection with this transaction. The Holder shall indemnify and hold harmless the Company from any liability for any commission or
compensation in the nature of a finders’ fee (and the costs and expenses of defending against such liability or asserted liability)
for which the Holder or any of its officers, partners, employees or representatives is responsible. The Company shall indemnify and hold
harmless the Holder from any liability for any commission or compensation in the nature of a finders’ fee (and the costs and expenses
of defending against such liability or asserted liability) for which the Company or any of its officers, employees or representatives
is responsible.


 


6.6
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be
waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the
Company and the Holder. Any amendment or waiver effected in accordance with this paragraph shall be binding upon Holder and the Company,
provided that no such amendment shall be binding on a holder that does not consent thereto to the extent such amendment treats such party
differently than any party that does consent thereto.


 


6.7
Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision
shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and
shall be enforceable in accordance with its terms.


 


6.8 Entire
Agreement. This Agreement represents the entire agreement and understanding between the parties concerning the Exchange and the
other matters described herein and therein and supersedes and replaces any and all prior agreements and understandings solely with
respect to the subject matter hereof and thereof.


 






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6.9
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.


 


6.10
Interpretation. Unless the context of this Agreement clearly requires otherwise, (a) references to the plural include the
singular, the singular the plural, the part the whole, (b) references to any gender include all genders, (c) “including” has
the inclusive meaning frequently identified with the phrase “but not limited to” and (d) references to “hereunder”
or “herein” relate to this Agreement.


 


6.11
No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted
successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.


 


6.12
Survival. The representations, warranties and covenants of the Company and the Holder contained herein shall survive the
Closing and delivery of the Securities.


 


6.13
Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things,
and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


6.14
No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against any party.


 


[SIGNATURES ON
THE FOLLOWING PAGES]


 




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IN WITNESS WHEREOF,
the parties have caused this Agreement to be duly executed and delivered as of the date provided above.


 


	 	THE COMPANY:
	 	 
	 	SYSOREX, INC.
	 	 
	 	By:	 
	 	Name:	Wayne Wasserberg
	 	Title: 	Chief Executive Officer 






 




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IN WITNESS WHEREOF,
the parties have caused this Agreement to be duly executed and delivered as of the date provided above.


 


HOLDER:


 


Name of Holder: FIRST CHOICE INTERNATIONAL COMPANY,
INC.


 


Signature of Authorized Signatory of Holder:
__________________________________


 


Name of Authorized Signatory: MARK H. PEIKIN,
ESQ.


 


Title of Authorized Signatory: CEO


 


Email Address of Authorized Signatory: _____________________________________________


 


Address for Notice to Holder:


 


First Choice International Company, Inc.


21399 Marina Cove Circle, Unit M14


Aventura, FL 33180


Email: 1stchoiceintlco@gmail.com


 





Address for Delivery of Warrants to Holder (if
not same as address for notice):


 


First Choice International Company, Inc.


21399 Marina Cove Circle, Unit M14


Aventura, FL 33180


Email: 1stchoiceintlco@gmail.com





 


DWAC Instructions for Shares issued upon Exercise
of Warrants:


 


TBD.


 


 


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