Exhibit
10.1


 


BOARD
OF DIRECTORS AGREEMENT SYSOREX, INC.,


a
Nevada corporation


 


This
Board of Directors Agreement (“Agreement”), dated as of September 3, 2021 (the “Effective Date”), is entered
by and between Sysorex, Inc., a Nevada corporation (the “Company”), having a principal place of business at 13880 Dulles
Corner Lane, STE 175, Herndon, VA 20171, and William Stilley (“Director”), an individual resident of Virginia, with a principal
address provided to the Company in writing contemporaneously with the execution of this Agreement.


 


BACKGROUND


 


The
Company desires to have the benefit of Director’s knowledge and experience, and Director desires to provide services to the Company
as provided in this Agreement.


 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the promises set forth in this Agreement, Company and Director hereby agree as follows:


 


		1.	Term.
                                            This Agreement shall commence on the Effective Date and shall continue thereafter until its
                                            termination on the earlier of the date of the next annual stockholders meeting, if not re-elected
                                            on such meeting, and the earliest of the following to occur: (a) the death of the Director;
                                            (b) the termination of the Director from Director’s membership on the Board of directors
                                            of the Company (the “Board”) by the mutual agreement of the Company and the Director;
                                            (c) the removal of the Director from the Board by the majority stockholders of the Company;
                                            and (d) the resignation by the Director from the Board.



 


		2.	Position
                                            and Responsibilities.



 


(a)   
Position. Company hereby retains Director to serve as an independent non- employee member of the Board qualified to serve on an
audit committee of the Company, as well as the Chairperson of the Audit Committee of the Board. Director shall perform such duties and
responsibilities as are normally related to such position in accordance with Company’s bylaws, as amended, and applicable law (the
“Services”), and Director hereby agrees to use Director’s diligent efforts to provide the Services. Director shall
not allow any other person or entity to perform any of the Services for or instead of Director. Director shall comply with the statutes,
rules, regulations, and orders of any governmental or quasi-governmental authority, which are applicable to the performance of the Services,
including, not limited to, the applicable securities laws and the laws of the State of Nevada, and Company’s rules, regulations,
and practices as they may from time-to-time be adopted or modified.


 


(b)    Other
Activities. Director may be employed by another company, may serve on other boards of directors or advisory boards, and may
engage in any other activity (whether or not pursued for pecuniary advantage), as long as such outside activities do not violate
Director’s obligations under this Agreement, Director’s fiduciary obligations to the shareholders, or Director’s
status as an independent director under applicable law and under the rules of applicable exchange. Except as disclosed in writing by
Director to the Company, Director represents that, to the best of Director’s knowledge, Director has no outstanding agreement
or obligation that is in conflict with any of the provisions of this Agreement, and Director agrees to use Director’s diligent
efforts to avoid or minimize any such conflict and agrees not to enter into any agreement or obligation that could create such a
conflict, without the approval of a majority of the Board of Directors. If, at any time, Director is required to make any disclosure
or take any action that may conflict with any of the provisions of this Agreement, Director will promptly notify the Chief Executive
Officer or the Board of Directors of such obligation, prior to making such disclosure or taking such action. Notwithstanding the
same, the Director will provide the Company with prior written notice of any future commitments to any activities of Director and
use diligent efforts to coordinate Director’s respective commitments so as to fulfill the obligations to the Company and, in
any event, will fulfill Director’s legal obligations as a Director.


 






     


     


    

 


(c)   
No Conflict. Director is not currently engaging in any activity that creates an actual conflict of interest with Company, regardless
of whether such activity is prohibited by Company’s conflict of interest guidelines or this Agreement, and Director agrees to notify
the Board before engaging in any activity that creates a potential conflict of interest with Company. In the event Director engages in
any activity that creates an actual conflict of interest with Company without the prior written consent of the Board, this Agreement
and any obligations of the Company in connection therewith shall be terminated as of the date of such violation.


 


(d)   
Lock-Up. Director agrees that during the term of this Agreement Director is obligated to subject any securities of the Company
to any “lock-up” agreement required to be signed by the Company’s officers and directors in connection with any financing
following the Effective Date, if such financing is approved by the Board.


 


		3.	Compensation
                                            and Benefits.



 


(a)   
Director’s Stock Grant. The Company shall grant Director equity compensation in the form of 50,000 shares of the Company’s
restricted common stock within five (5) business days of the Effective Date of this Agreement for Director’s first, one (1) year
of service as a Director.


 


(b)   
Director Cash Fee. Director shall be entitled to a quarterly cash payment of $20,000, which shall accrue at the end of each calendar
quarter beginning in the third (3rd) quarter of 2021, and each subsequent quarter during the term of this Agreement, contingent on the
Director’s continuing to provide the Services as of each such date, and shall be prorated based on the Director’s start-date.


 


(c)   
Expenses. The Company shall reimburse Director for all reasonable business expenses incurred in the performance of Director’s
duties hereunder in accordance with Company’s expense reimbursement guidelines. Without limitation and barring prior written authorization
for additional expenses, such reimbursement shall include the cost of airfare and hotel up to one thousand dollars ($1,000) in the aggregate
for any Board meeting wherein the Company specifically requests that Director shall attend such meeting in person.


 


(d)   
Records. Director shall have access to books and records of Company, as necessary to enable Director to fulfill Director’s
obligations as a Director of Company as required by applicable law. Director shall give Company reasonable notice for any inspection
of books and records that Director requests.


 


(e)   
Insurance. The Company shall at all times during the term of this Agreement maintain industry standard directors’ and officers’
(D&O) liability insurance from a reputable insurance company which shall cover all members of the Board.


 


		4.	Termination.



 


(a)   
Right to Terminate. At any time, Director may be removed as a director as provided in Company’s Certificate of Incorporation,
as amended, bylaws, as amended, and applicable law. At any time, Director may resign as a director as provided in Company’s Certificate
of Incorporation, as amended, bylaws, as amended, and applicable law. Notwithstanding anything to the contrary contained in or arising
from this Agreement or any statements, policies, or practices of Company, neither Director nor Company shall be required to provide any
advance notice or any reason or cause for termination of Director, except as provided in Company’s Certificate of Incorporation,
as amended, bylaws, as amended, and applicable law.


 


(b)   
Effect of Termination as Director. Upon termination of Director’s status as a Director, this Agreement shall terminate.
Company shall pay to Director all compensation and benefits to which Director is entitled up through the date of termination.


 






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		5.	Termination
                                            Obligations.



 


(a)   
Director agrees that all property, including, without limitation, all equipment, tangible proprietary information, documents, records,
notes, contracts, and computer-generated materials provided to or prepared by Director incident to Director’s services belong to
Company and shall be promptly returned at the request of Company, except that one copy of such documents may be retained by Director
solely for archival purposes.


 


(b)   
Director agrees that following any termination of this Agreement, Director shall Cooperate with Company in the winding up or
transferring to other directors of any pending work and shall also Cooperate with Company (to the extent allowed by law, and at
Company’s expense) in the defense of any action brought by any third party against Company that relates to the
Services.


 


(c)   
The Company and Director agree that their obligations under this Section, as well as Sections 4(b), 5 through 20 shall survive the termination
of this Agreement.




 


		6.	Nondisclosure
                                            Obligations. Director shall maintain in confidence and shall not, directly or indirectly,
                                            disclose or use, either during or after the term of this Agreement, any Proprietary Information
                                            (as defined below), confidential information, or trade secrets belonging to Company, whether
                                            or not it is in written or permanent form, except to the extent necessary to perform the
                                            Services, as required by a lawful government order or subpoena, or as authorized in writing
                                            by Company. These nondisclosure obligations also apply to Proprietary Information belonging
                                            to customers and suppliers of Company, and other third parties, learned by Director as a
                                            result of performing the Services. “Proprietary Information” means all information
                                            pertaining in any manner to the business of Company, unless (i) the information is or becomes
                                            publicly known through lawful means; (ii) the information was part of Director’s general
                                            knowledge prior to Director’s relationship with Company; or (iii) the information is
                                            disclosed to Director without restriction by a third party who rightfully possesses the information
                                            and did not learn of it from Company.



 


		7.	Non-Disparagement.
                                            Director agrees Director shall not knowingly disparage Company, its subsidiaries or its officers,
                                            directors, employees or agents in any manner that could be harmful to it or them or its or
                                            their business, business reputation or personal reputation. Company agrees it shall instruct
                                            its officers, directors, employees, and agents not to knowingly disparage Director in any
                                            manner that could be harmful to Director’s business or personal reputation. This paragraph
                                            will not be violated by statements from either party that are truthful, complete, and made
                                            in good faith in required response to a legal right, legal process, or governmental inquiry.
                                            Nothing in this Agreement is intended to limit in any way Director’s right or ability
                                            to file a claim with the Securities and Exchange Commission (the “SEC”) or comparable
                                            state or local agencies. These agencies have the authority to carry out their statutory duties
                                            by investigating a claim, issuing a determination, filing a lawsuit in federal or state court
                                            in their own name, or taking any other action authorized under these statutes. Director retains
                                            the right to participate in any such action. Director retains the right to communicate with
                                            the SEC and comparable state or local agencies and such communication can be initiated by
                                            Director or in response to the government and is not limited by any non-disparagement obligation
                                            under this Agreement.



 


		8.	Dispute
                                            Resolution. Arbitration is the only and exclusive remedy to the parties for any dispute
                                            arising from this agreement. The Parties hereby expressly waive the right to any jury or
                                            non-jury trial and hereby expressly submit to the exclusive jurisdiction of an arbitration
                                            tribunal under the auspices of the American Arbitration Association in the Commonwealth of
                                            Virginia with such tribunal composed of three arbitrators of which one is selected by each
                                            party and the third one selected by the two arbitrators already selected respectively by
                                            the parties.



 




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		9.	Cooperation.
                                            During the term of this Agreement and subsequent to termination of this Agreement, Director
                                            agrees that, upon written request of Company, Director will make himself reasonably available,
                                            taking into account Director’s other business and personal commitments, to cooperate
                                            with Company, its subsidiaries and affiliates and any of their officers, directors, shareholders,
                                            or employees in connection with any investigation or review by Company or any federal, state
                                            or local regulatory, quasi-regulatory or self- governing authority as any such investigation
                                            or review relates to events or occurrences that transpired while Director was on the Board
                                            and in respect of which Director has knowledge (collectively, “Cooperate” or
                                            “Cooperation”). Director’s Cooperation shall include but not be limited
                                            to being reasonably available to meet with officers or employees of Company and/or Company’s
                                            counsel at mutually convenient times and locations, executing accurate and truthful documents
                                            and taking such other actions as may reasonably be requested by Company and/or Company’s
                                            counsel to effectuate the foregoing.



 


		10.	Indemnification.
                                            The Company agrees to indemnify the Director for Director’s activities as a member
                                            of the Board as set forth in the indemnification addendum attached hereto as Exhibit
                                            A.



 


		11.	Entire
                                            Agreement. This Agreement is intended to be the final, complete, and exclusive statements
                                            of the terms of Director’s position as a member of the Board of the Company. This Agreement
                                            entirely supersedes and may not be contradicted by evidence of any prior or contemporaneous
                                            statements or agreements pertaining to Director’s relationship with Company.



 


		12.	Amendments;
                                            Waivers. This Agreement may not be amended except by a writing signed by Director and
                                            by a duly authorized representative of the Company other than Director. Failure to exercise
                                            any right under this Agreement shall not constitute a waiver of such right.



 


		13.	Assignment.
                                            Director agrees that Director will not assign any rights or obligations under this Agreement.
                                            Nothing in this Agreement shall prevent the consolidation, merger, or sale of Company or
                                            a sale of all or substantially all of its assets.



 


		14.	Severability.
                                            If any provision of this Agreement shall be held by a court or arbitrator to be invalid,
                                            unenforceable, or void, such provision shall be enforced to the fullest extent permitted
                                            by law, and the remainder of this Agreement shall remain in full force and effect. In the
                                            event that the time period or scope of any provision is declared by a court or arbitrator
                                            of competent jurisdiction to exceed the maximum time period or scope that such court or arbitrator
                                            deems enforceable, then such court or arbitrator shall reduce the time period or scope to
                                            the maximum time period or scope permitted by law.



 


		15.	Governing
                                            Law. This Agreement shall be governed by and construed in accordance with the laws of
                                            the State of Nevada.



 


		16.	Interpretation.
                                            This Agreement shall be construed as a whole, according to its fair meaning, and not in favor
                                            of or against any party. Captions are used for reference purposes only and should be ignored
                                            in the interpretation of the Agreement.



 


		17.	Binding
                                            Agreement. Each party represents and warrants to the other that the person(s) signing
                                            this Agreement has the requisite authority. This Agreement will legally bind the Company
                                            and the Director.



 


		18.	Director’s
                                            Acknowledgment. Director acknowledges that Director has had the opportunity to consult
                                            legal counsel concerning this Agreement, that Director has read and understands the Agreement,
                                            that Director is fully aware of its legal effect, and that Director has entered into this
                                            Agreement freely, based on Director’s own judgment and not on any representations or
                                            promises other than those contained in this Agreement.



 


		19.	Notices.
                                            Every notice relating to this Agreement shall be in writing and shall be given by personal
                                            delivery or by registered or certified mail, postage prepaid, return receipt requested, or
                                            via electronic mail to the Parties at their known address and e-mail address.



 


		20.	Counterparts.
                                            This Agreement may be executed in any number of counterparts, each of which shall be deemed
                                            an original, but all of which together shall constitute one and the same instrument.



 


IN
WITNESS WHEREOF, this Board of Directors Agreement is executed as of the date first referenced above.


 


[Signature
page follows]


 




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	SYSOREX,
    INC.	 	DIRECTOR:
	 	 	 	 
	By:	/s/
    Wayne Wasserberg	 	By:	/s/
    William Stilley
	Name:	Wayne
    Wasserberg	 	Name:	William
    Stilley
	Title:	Chief
    Executive Officer	 	 	 


 


 


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