Exhibit 10.5


 


NEITHER THIS SECURITY NOR
THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR UNLESS, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, SUCH QUALIFICATION
AND REGISTRATION ARE NOT REQUIRED.


 


COMMON
STOCK PURCHASE WARRANT - Form 3

Sysorex, Inc. 


 


	Warrant Shares: _______________, subject to adjustment as set forth herein.	Issue Date: [___________]


 


Holder name: _________________________


 


THIS COMMON STOCK PURCHASE
WARRANT – FORM 3 (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 date the Issue Date as set forth above (the “Issue Date”), and on or prior to 5:00 p.m. (Eastern time)
on the second 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).


 


This Warrant is entered into
pursuant to the Securities Purchase Agreement entered into by the Company, the Holder and certain other parties on October 18, 2022, and
is subject to the terms and conditions thereof (the “Agreement”).


 


Section 1.
Definitions. Defined terms used herein without definition shall have the meanings given in the Agreement. In addition to
such terms and the terms defined elsewhere in this Warrant, the following terms have the following meanings:


 


(a)
“Party” means the Company or the Holder, and “Parties” means the Company and the Holder.


 


(b)
“Trading Market” means the OTC Markets or a United States national securities exchange which is the primary trading
market for the Common Stock.


 


(c)
“Trading Day” means any day on which the Common Stock is traded or available for trading on the Trading Market.


 


(d)
“Transfer Agent” means the Company’s transfer agent for the Common Stock as in place at the applicable time.


 






     


     


    

 


Section 2.
Exercise.


 


(a)
Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any
time or times on or after the Issue Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile
copy or PDF copy submitted by e-mail with return receipt requested (or e-mail attachment to an e-mail with return receipt requested) of
the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days
(as defined below) and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i)) following
the date of exercise as aforesaid, the Holder shall deliver to the Company the aggregate Exercise Price for the shares specified in the
applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure
specified in Section 2(c) (if available) is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be
required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding
anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder
has exercised the rights to purchase all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which
case, the Holder shall surrender this Warrant to the Company for cancellation together with the final Notice of Exercise as delivered
to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available
hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable
number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and
the date of such purchases, and the records of the Company shall be deemed controlling in the absence of manifest error. The Company shall
deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by
acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this Section 2(a), following the purchase of a
portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than
the amount stated on the face hereof.


 


(b)
Exercise Price. The exercise price per share of Common Stock under this Warrant shall be $0.001 (as the same may be adjusted
as set forth herein, the “Exercise Price”). The Exercise Price shall not be subject to any adjustment as a result of any forward
or reverse split of the Common Stock.


 


(c)
Cashless Exercise.


 


		(i)	In the event that as of the date of the delivery of a Notice
of Exercise there is no effective registration statement registering the Warrant Shares, or no current prospectus available for the resale
of the Warrant Shares by the Holder, this Warrant (to the extent set forth in such Notice of Exercise) may also be exercised, in whole
or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant
Shares computed using the following formula:



 


X = Y (A-B)


 


A


 






    2


     


    

 


Where X = the number of Shares to be issued to
Holder.


 


		Y =	the number of Warrant Shares that the Holder elects to purchase under this Warrant (at the date of such
calculation).



 


		A= 	 the VWAP (as defined below) at the date of
such calculation.



 


		B = 	Exercise Price (as adjusted to the date of
such calculation).



 


		(ii)	If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance
with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and
the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to
take any position contrary to this Section 2(c).



 


		(iii)	For purposes herein, “VWAP” means, for any date, the price determined by the first of the
following clauses that applies: (1) If the Common Stock is then listed for trading on the OTC Markets or a United States national securities
exchange (as applicable, the “Trading Market”), then the volume-weighted average (rounded to the nearest $0.0001) of the closing
prices of Common Stock on such Trading Market during the 10 Trading Day (as defined below) period immediately prior to the applicable
measurement date, as reported by such Trading Market or other reputable source; (2) if the Common Stock is not then listed or quoted for
trading on a Trading Market, and if prices for the Common Stock are then reported in the “Pink Sheets” published by OTC Markets
Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share
of the Common Stock so reported; and (3) if the closing price of Common Stock or the most recent bid price per share of the Company Common
Stock cannot be calculated for such security on such date on bases as set forth in clause (1) or clause (2) above, the VWAP on such date
shall be the fair market value of the Common Stock as mutually determined in good faith by the Board of Directors of the Company and the
Holder after taking into consideration factors they may each deem appropriate. All such determinations of the VWAP as set forth in clause
(1) or clause (2) above shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or other
similar transaction during such measurement period. “Trading Day” means any day on which the Common Stock is traded or available
for trading on the Trading Market.



 






    3


     


    

 


(d)
Mechanics of Exercise.


 


		(i)	Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased
hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s
balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company
is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant
Shares to or resale of the Warrant Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume
or manner-of-sale limitations pursuant to Rule 144, and otherwise in book-entry format by recording the Holder as the beneficial owner
of the Warrant Shares in the books and records of the Transfer Agent. The Warrant Shares shall not be certificated. The Warrant Shares
shall be issued by the date that is the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise,
(ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising
the Standard Settlement Period, if applicable, after the delivery to the Company of the Notice of Exercise (such date, the “Warrant
Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become
the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery
of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received
within the earlier of (i) two (2) Business Days and (ii) the number of Business Days comprising the Standard Settlement Period following
delivery of the Notice of Exercise. As used herein, “Standard Settlement Period” means, if applicable, the standard settlement
period, expressed in a number of Business Days, on the OTC Markets or a United States national securities exchange which is the primary
trading market for the Common Stock as in effect on the date of delivery of the Notice of Exercise. In no event shall the Company be required
to net cash settle an exercise of this Warrant.



 


		(ii)	Delivery of New Warrants Upon Partial Exercise. If this Warrant shall have been exercised in part,
the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares,
deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this
Warrant, which new Warrant shall in all other respects be identical with this Warrant.



 


		(iii)	No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall
be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon
such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to
such fraction multiplied by the Exercise Price or round up to the next whole share.



 






    4


     


    

 


		(iv)	Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder
for any issue or transfer tax or other incidental expense of the Company in respect of the issuance of such Warrant Shares, all of which
taxes and Company expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such
name or names as may be directed by the Holder; provided, however, that, in the event that Warrant Shares are to be issued in a name other
than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly
executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer
tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all
fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day
electronic delivery of the Warrant Shares.



 


		(v)	Closing of Books. The Company will not close its stockholder books or records in any manner which
prevents the timely exercise of this Warrant, pursuant to the terms hereof.



 


(e)
Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and the Holder shall not
have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to
such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates,
and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution
Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing
sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include
the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but
shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of
this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised
or nonconverted portion of any other securities of the Company (including, without limitation, any debt, preferred stock, rights, options,
warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder
thereof to receive, Common Stock) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially
owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this
Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is
in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance
therewith. To the extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable
(in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this
Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be
the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together
with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial
Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a
determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and
the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of
Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent
periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a
more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the
written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number
of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving
effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution
Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation”
shall be 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common
Stock issuable upon exercise of this Warrant, provided, further, however, that the Beneficial Ownership Limitation may be increased by
the Holder, at the election of the Holder, on not less than 61 days’ prior notice to the Company, and the Beneficial Ownership Limitation
shall continue to apply until such 61st day (or such later date, as determined by the Holder, as may be specified in such notice
of waiver). The provisions of this Section 2(e) shall be construed and implemented in a manner otherwise than in strict conformity with
the terms of this Section 2(e) to correct this Section 2(e) (or any portion hereof) which may be defective or inconsistent with the intended
Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such
limitation. The limitations contained in this Section 2(e) shall apply to a successor holder of this Warrant.


 






    5


     


    

 


Section 3.
Certain Adjustments.


 


(a)
Stock Splits. If the Company, at any time while this Warrant is outstanding: (i) subdivides outstanding shares of Common
Stock into a larger number of shares, or (ii) combines (including by way of reverse stock split) outstanding shares of Common Stock into
a smaller number of shares, then in each case the number of shares of Common Stock for which this Warrant is exercisable shall be multiplied
by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately
before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event,
without any adjustment of the Exercise Price. By way of example and not limitation, in the event of a forward split of the Common Stock
following the Issue Date in which each share of Common Stock is converted into two shares of Common Stock, the number of shares of Common
Stock for which this Warrant is exercisable shall be increased by 100%, and in the event of a reverse split of the Common Stock following
the Issue Date in which each two shares of Common Stock are converted into one share of Common Stock, the number of shares of Common Stock
for which this Warrant is exercisable shall be reduced by 50%, in each case without adjustment to the Exercise Price. Any adjustment made
pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled
to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision,
combination or re-classification.


 


(b)
Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in
one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company (and
all of its Subsidiaries, taken as a whole), directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance
or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect,
purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common
Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders
of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects
any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common
Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in
one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation,
a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such other
Person or group acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the
other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or
share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise
of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately
prior to the occurrence of such Fundamental Transaction, the number of shares of Common Stock of the successor or acquiring corporation
or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable
as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable
immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant).
For purposes of any such exercise, the Exercise Price shall not be adjusted, and the Company shall apportion the Exercise Price among
the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration.
If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then
the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such
Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor
(the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant in accordance with
the provisions of this Section 3(b) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved
by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the
Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form
and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity equivalent
to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise
of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such
shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction
and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of
protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably
satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall
succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant referring
to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall
assume all of the obligations of the Company under this Warrant with the same effect as if such Successor Entity had been named as the
Company herein.


 






    6


     


    

 


(c)
Dilutive Issuances. If the Company, at any time prior to the full exercise of this Warrant, issues, sells or grants any
option to purchase, or sells or grants any right to reprice, or otherwise disposes of, or issues (or has sold or issued, as the case may
be, or announces any sale, grant or any option to purchase or other disposition), any Common Stock or other securities convertible into,
exercisable for, or otherwise entitle any person or entity the right to acquire, shares of Common Stock, in each or any case at an effective
price per share of less than $0.001 per share of Common Stock (such lower price, the “Base Exercise Price” and such issuances,
collectively, a “Dilutive Issuance”) (it being agreed that if the holder of the Common Stock or other securities so issued
shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices
or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive
shares of Common Stock at an effective price per share that is lower than $0.001 per share of Common Stock, such issuance shall be deemed
to have occurred for less than $0.001 per share of Common Stock on such date of the Dilutive Issuance), then the Exercise Price shall
be reduced, at the option of the Holder, to a price equal to the Base Exercise Price. Such adjustment shall be made whenever such Common
Stock or other securities are issued. Notwithstanding the foregoing, no adjustment will be made under this Section 3(c) in respect of
an Exempt Issuance (as defined below). In the event of an issuance of securities involving multiple tranches or closings, any adjustment
pursuant to this Section 3(c) shall be calculated as if all such securities were issued at the initial closing. An “Exempt Issuance”
shall mean the issuance of (a) shares of Common Stock or other securities to officers or directors of the Company pursuant to any stock
or option or similar equity incentive plan duly adopted for such purpose, by a majority of the non-employee members of the Company’s
Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose in a manner which
is consistent with the Company’s prior business practices; (b) securities issued pursuant to a merger, consolidation, acquisition
or similar business combination approved by a majority of the disinterested directors of the Company, provided that any such issuance
shall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or
an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in
addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the
purpose of raising capital or to an entity whose primary business is investing in securities; (c) securities issued pursuant to any equipment
loan or leasing arrangement, real property leasing arrangement or debt financing from a bank or similar financial institution approved
by a majority of the disinterested directors of the Company; or (d) securities issued with respect to which the Holder waives its rights
in writing under this Section 3(c).


 


(d)
Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th
of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding
as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.


 


(e)
Notice to Holder. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall
promptly deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and setting forth a brief statement
of the facts requiring such adjustment.


 


(f) Voluntary Adjustment
By Company. Subject to the rules and regulations of the Trading Market, the Company may at any time during the term of this Warrant,
subject to the prior written consent of the Holder, reduce the then-current Exercise Price to any amount and for any period of time deemed
appropriate by the board of directors of the Company.


 






    7


     


    

 


Section 4.
Transfer of Warrant.


 


(a)
Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d),
this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office of
the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly
executed by the Holder or its agent or attorney, together with proper evidence of succession, assignment, or authority to transfer as
reasonably acceptable to the Company, and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such
surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee
or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the
assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding
anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder
has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company as of the date of the assignment
of this Warrant.


 


(b)
New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office
of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by
the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division
or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided
or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the original Issue Date and shall
be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto and any changes to the Exercise Price
occurring prior to such issuance.


 


(c)
Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose
(the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered
Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for
all other purposes, absent actual notice to the contrary.


 






    8


     


    

 


(d)
Transfer Restrictions.


 


		(i)	The Holder, as of the Issue Date as set forth above, represents to the Company that such Holder is acquiring
this Warrant for its own account for investment purposes and not with a view to the distribution thereof or of the Warrant Shares. Notwithstanding
any provisions contained in this Warrant to the contrary, this Warrant and the related Warrant Shares shall not be transferable except
pursuant to the proviso contained in the following sentence or upon the conditions specified in this Section 4(d), which conditions are
intended, among other things, to insure compliance with the provisions of the Securities Act of 1933, as amended (the “Securities
Act”) and applicable state law in respect of the transfer of this Warrant or such Warrant Shares. The Holder by acceptance of this
Warrant agrees that the Holder will not transfer this Warrant or the related Warrant Shares prior to delivery to the Company of an opinion
of the Holder’s counsel (as such opinion and such counsel are described in Section 4(d)(ii)) or until registration of such Warrant
Shares under the Securities Act has become effective.



 


		(ii)	The Holder, by its acceptance hereof, agrees that prior to any transfer of this Warrant or of the related
Warrant Shares (other than pursuant to a registration under the Securities Act), the Holder will give written notice to the Company of
its intention to effect such transfer, together with an opinion of such counsel for the Holder as shall be reasonably acceptable to the
Company, to the effect that the proposed transfer of this Warrant and/or such Warrant Shares may be effected without registration under
the Securities Act. Upon delivery of such notice and opinion to the Company, the Holder shall be entitled to transfer this Warrant and/or
such Warrant Shares in accordance with the intended method of disposition specified in the notice to the Company.



 


		(iii)	Each stock certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall
bear the following legend unless the opinion of counsel referred to in this Section 4(d) states such legend is not required:



 


“THIS SECURITY HAS NOT BEEN REGISTERED
WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE
PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT
IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.”


 






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Section 5.
Miscellaneous.


 


(a)
Authorized Shares. The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized
and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase
rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers
who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The
Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without
violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed.
The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant
will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be
duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect
of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).


 


(b)
No Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights,
dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly
set forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant
to Section 2(c) (if available), in no event shall the Company be required to net cash settle an exercise of this Warrant.


 


(c)
Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares,
and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant,
shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the
Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant
or stock certificate.


 






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(d)
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right
required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding
Business Day.


 


(e)
Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered,
will have restrictions upon resale imposed by state and federal securities laws.


 


(f)  Limitation
of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase
Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder
for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or
by creditors of the Company. IN NO EVENT WILL ANY PARTY BE LIABLE TO ANY OTHER PARTY UNDER OR IN CONNECTION WITH THIS WARRANT OR IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREIN FOR SPECIAL, GENERAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE OR EXEMPLARY
DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR LOST OPPORTUNITY, EVEN IF THE PARTY SOUGHT TO BE HELD LIABLE HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGE.


 


(g)
Currency. All dollar amounts are in U.S. dollars.


 


(h)
Notices. Any notices hereunder shall be given in accordance with the terms of the Agreement.


 


(i)  Attorneys’
Fees. In the event that any Party institutes any action or suit to enforce this Warrant or to secure relief from any default
hereunder or breach hereof, the prevailing Party shall be reimbursed by the losing Party for all costs, including reasonable
attorney’s fees, incurred in connection therewith and in enforcing or collecting any judgment rendered therein.


 


(j)  Amendments;
No Waivers; No Third-Party Beneficiaries.


 


		(i)	This Warrant may be amended, modified, superseded, terminated or cancelled, and any of the terms, covenants,
representations, warranties or conditions hereof may be waived, only by a written instrument executed by all of the Parties.



 


		(ii)	Every right and remedy provided herein shall be cumulative with every other right and remedy, whether
conferred herein, at law, or in equity, and may be enforced concurrently herewith, and no waiver by any Party of the performance of any
obligation by another Party shall be construed as a waiver of the same or any other default then, theretofore, or thereafter occurring
or existing.



 






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		(iii)	Neither any failure or delay in exercising any right or remedy hereunder or in requiring satisfaction
of any condition herein nor any course of dealing shall constitute a waiver of or prevent any Party from enforcing any right or remedy
or from requiring satisfaction of any condition. No notice to or demand on a Party waives or otherwise affects any obligation of that
Party or impairs any right of the Party giving such notice or making such demand, including any right to take any action without notice
or demand not otherwise required by this Warrant. No exercise of any right or remedy with respect to a breach of this Warrant shall preclude
exercise of any other right or remedy, as appropriate to make the aggrieved Party whole with respect to such breach, or subsequent exercise
of any right or remedy with respect to any other breach.



 


		(iv)	This Warrant is strictly between the Parties and no other person or entity, employee, agent, independent
contractor of either Party shall be deemed to be a third-party beneficiary of this Warrant.



 


(k)
Expenses. Unless otherwise contemplated or stipulated by this Warrant, all costs and expenses incurred in connection with
this Warrant shall be paid by the Party incurring such cost or expense.


 


(l)  Successors
and Assigns; Benefit. This Warrant shall be binding upon and shall inure to the benefit of the Parties and their respective
successors and permitted assigns. No Party shall have any power or any right to assign or transfer, in whole or in part, this
Warrant, or any of its rights or any of its obligations hereunder, including, without limitation, any right to pursue any claim for
damages pursuant to this Warrant or the transactions contemplated herein, or to pursue any claim for any breach or default of this
Warrant, or any right arising from the purported assignor’s due performance of its obligations hereunder, without the prior
written consent of the other Party and any such purported assignment in contravention of the provisions herein shall be null and
void and of no force or effect.


 


(m)  Governing
Law; Etc.


 


		(i)	This Warrant, and all matters based upon, arising out of or relating in any way to this warrant or the
transactions contemplated herein (the “Transactions”) including all disputes, claims or causes of action arising out of or
relating to the Transactions or this Warrant as well as the interpretation, construction, performance and enforcement of this Warrant,
shall be governed by the laws of the United States and the State of Nevada, without regard to any jurisdiction’s conflict-of-laws
principles.



 


		(ii)	ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREIN SHALL BE INSTITUTED SOLELY IN THE COURTS OF THE STATE OF FLORIDA OR THE COURTS OF THE UNITED STATES OF AMERICA, IN EACH CASE LOCATED
FAIRFAX COUNTY, VIRGINIA, AND EACH PARTY IRREVOCABLY SUBMITS TO THE PERSONAL JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING.
THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS
AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT
HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.



 






    12


     


    

 


		(iii)	EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREIN, THE PERFORMANCE THEREOF OR THE FINANCINGS CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY
HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section
5(m)(iii).



 


		(iv)	Each of the Parties acknowledge that each has been represented in connection with the signing of this
waiver by independent legal counsel selected by the respective Party and that such Party has discussed the legal consequences and import
of this waiver with legal counsel. Each of the Parties further acknowledge that each has read and understands the meaning of this waiver
and grants this waiver knowingly, voluntarily, without duress and only after consideration of the consequences of this waiver with legal
counsel.



 


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


 






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(o)
Entire Agreement. This Warrant, the Agreement and the other Transaction Documents constitute the entire agreement between
the Parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, both oral and
written, between the Parties with respect to the subject matter hereof and thereof, and provided that the Parties acknowledge and agree
that this Warrant and the other Transaction Documents shall be interpreted, enforced and implemented separately expect to the extent they
specifically relate to each other.


 


(p)
Arm’s Length Bargaining; No Presumption Against Drafter. This Warrant has been negotiated at arm’s-length by
parties of equal bargaining strength, each represented by counsel or having had but declined the opportunity to be represented by counsel
and having participated in the drafting of this Warrant. This Warrant creates no fiduciary or other special relationship between the Parties,
and no such relationship otherwise exists. No presumption in favor of or against any Party in the construction or interpretation of this
Warrant or any provision hereof shall be made based upon which Person might have drafted this Warrant or such provision.


 


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


 


(r)  Construction.
The headings contained in this Warrant are for reference purposes only and will not affect in any way the meaning or interpretation
of this Warrant.


 


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


 


[Signature page follows]


 






    14


     


    

 


IN WITNESS WHEREOF, the Company has caused this
Warrant to be executed by its officer thereunto duly authorized as of the Issue Date.




 


	 	Sysorex, Inc.
	 	 	 
	 	By:	       
	 	Name: 	Wayne Wasserberg
	 	Title:	Chief Executive Officer



 


Agreed and accepted:


 


	Holder name: 		



 


	By:	                     	 
	Name: 		
	Title:		 



 






    15


     


    

 


NOTICE
OF EXERCISE


 


TO: Sysorex, Inc.


 


(1) The undersigned hereby
elects to purchase          Warrant Shares of the Company pursuant to the terms of the
attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable
transfer taxes, if any.


 


(2)
Payment shall take the form of (check applicable box):


 


☐ in lawful money of the
United States; or


 


☐ if permitted the
cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in Section 2(c) of the
attached Warrant, to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless
exercise procedure set forth in such in Section 2(c).


 


(3)
Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:


 





 



 


The Warrant Shares shall be
delivered to the following DWAC Account Number:


 





 



 





 



 





 



 


(4) Accredited
Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of
1933, as amended.


 


[SIGNATURE OF HOLDER]


 


Name of Investing Entity:                                                                                                   


 


Signature of Authorized Signatory
of Investing Entity:                                                     


 


Name of Authorized Signatory:                                                                                          


 


Title of Authorized Signatory:                                                                                            


 


Date:                                                                                                                                   


                                                                                                                                            


 









    16


     


    

 


ASSIGNMENT
FORM


 


FOR VALUE RECEIVED, the foregoing
Warrant and all rights evidenced thereby are hereby assigned to:


 


 


	Name:	                        
		(Please Print)
	 	 
	Address:	                        
	 	(Please Print)
	 	 
	Phone Number:	
	 	 
	Email Address:	



 


Dated:_________________, __________________


 


	Holder’s

Signature: 	                  	 



 


Holder’s Address:


 


                                                            


                                                            


                                                            


                                                            


 


 


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