Exhibit 4.2


 


SYSOREX, INC. 


WARRANT TO PURCHASE SHARES OF COMMON STOCK
OR UNITS OF COMMON STOCK AND COMMON STOCK PURCHASE WARRANTS


 


THIS WARRANT AND THE SECURITIES ISSUABLE UPON
EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED
OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE SECURITIES ACT AND IS QUALIFIED UNDER APPLICABLE
STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE SECURITIES
ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE CORPORATION REQUESTS, AN OPINION SATISFACTORY
TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.


 


Warrant Certificate No.: [NUMBER]


Original Issue Date: [DATE]


Expiration Date: [DATE], 20261


 


FOR VALUE RECEIVED, Sysorex,
Inc., a Nevada corporation (the “Company”), hereby certifies that [NAME], or its registered assigns (the “Holder”)
is entitled to purchase from the Company a number of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock
or units consisting of shares of Common Stock and warrants to purchase Common Stock subject to the terms, conditions and adjustments set
forth below in this Warrant.


 


Capitalized terms used and
not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement (the “Purchase Agreement”),
dated as of June [_], 2021, by and among the Company and the Purchasers (as defined in the Purchase Agreement) signatory thereto.


 


1. Definitions.
As used in this Warrant, the following terms have the respective meanings set forth below:


 


“Aggregate
Exercise Price” means an amount equal to the product of (a) the number of Warrant Shares in respect of which this Warrant is
then being exercised pursuant to Section 3 hereof, multiplied by (b) the Exercise Price in effect as of the Exercise Date in accordance
with the terms of this Warrant.


 


 








		1	Insert the date that is the fifth-year anniversary of the date
of the initial Closing, provided that, if such date is not a Trading Day, insert the immediately following Trading Day.




 




    


     


    

 


“Board”
means the board of directors of the Company.


 


“Business
Day” means any day, except a Saturday, Sunday or legal holiday, on which banking institutions in the city of New York, New York
are authorized or obligated by law or executive order to close.


 


“Commission”
means the U. S. Securities and Exchange Commission or any other applicable federal agency at the time administering the Securities Act.


 


“Common Stock”
means the common stock, par value $0.00001 per share, of the Company, and any capital stock into which such Common Stock shall have been
converted, exchanged or reclassified following the date hereof.


 


“Conversion
Price of the Debenture shall mean the conversion price of the Debentures as defined therein.


 


“Convertible
Securities” means any securities (directly or indirectly) convertible into or exchangeable for Common Stock, but excluding Options.


 


“Debentures”
means 12.5% Original Issue Discount Senior Secured Convertible Debentures being issued pursuant to the Purchase Agreement.


 


“Exercise
Date” means, for any given exercise of this Warrant, the date on which the conditions to such exercise as set forth in Section
3 shall have been satisfied at or prior to 5:00 p.m., New York, New York time, on a Business Day, including, without limitation, the receipt
by the Company of the Exercise Agreement, the Warrant and the Aggregate Exercise Price.


 


“Exercise Agreement”
has the meaning set forth in Section 3(a)(i).


 


“Exercise Period” has
the meaning set forth in Section 2.


 


“Exercise
Price” means (i) in the event that a Qualified Offering is consummated prior to the exercise hereof, the Qualified Offering
Price, subject to adjustment hereunder, or (ii) in the event that no Qualified Offering has been consummated, the lower of: (A) $18.00
and (B) an amount equal to eighty percent (80%) of the average of VWAP for the Common Stock over the five (5) Trading Days preceding the
date of the delivery of the applicable exercise notice. Notwithstanding the above, the “Exercise Price” following the occurrence
of an Event of Default shall mean the lower of: (A) $18.00 and (B) an amount equal to fifty percent (50%) of the average of VWAP for the
Common Stock over the five (5) Trading Days preceding the date of the delivery of the applicable exercise notice or (C) the Qualified
Offering Price.


 


“Holder” has the meaning
set forth in the preamble.


 


“Options” means any
warrants or other rights or options to subscribe for or purchase Common Stock or Convertible Securities.


 




    2


     


    

 


“Original
Issue Date” means [DATE].


 


“Person”
means any individual, sole proprietorship, partnership, limited liability company, corporation, joint venture, trust, incorporated organization
or government or department or agency thereof.


 


“Qualified
Offering Price” shall mean the price per share or unit (if units are offered in the Qualified Offering) at which the Qualified
Offering is made. For the avoidance of doubt, if a unit includes more than one (1) share of Common Stock, “Qualified Offering
Price” shall mean the unit price divided by the number of shares of Common Stock contained in a unit.


 


“Rule 144”
means Rule 144 promulgated by the Commission under the Securities Act.


 


“Securities
Act” means the Securities Act of 1933, as amended, or any similar federal statute promulgated in replacement thereof, and the
rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.


 


“Warrant”
means this Warrant and all warrants issued upon division or combination of, or in substitution for, this Warrant.


 


“Warrant
Shares” means the shares of Common Stock or other capital stock of the Company then issuable or purchasable upon exercise of
this Warrant in accordance with the terms of this Warrant. Specifically, the number of Warrant Shares issuable upon exercise of this Warrant
shall equal _________2. All of the foregoing
is subject to adjustment on the terms contained herein. Notwithstanding anything contained herein, in the event the securities sold to
investors in a Qualified Offering are units consisting of both Common Stock and warrants to purchase Common Stock, this Warrant shall
be exercisable into such number of units sold in such Qualified Offering as is equal to the quotient obtained by dividing (i) $___________
[the Principal Amount of Debenture purchased by the Holder] by (ii) the Conversion Price of the Debentures. In such event, the
Company will issue a new warrant to the Holder evidencing the rights of the Holder to purchase the specific number of warrant shares and
attendant exercise prices applicable with respect to this Warrant.


 


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or
quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)
on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (“Bloomberg”)
(based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) 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 on the Pink Open Market (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, or (d)
in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith
by the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the fees and
expenses of which shall be paid by the Company.


 


 






		2	100% of the conversion shares issuable at closing without any
regard for beneficial ownership limitations.



 




    3


     


    

 


2.
Term of Warrant. Subject to the terms and conditions hereof, at any time or from time-to-time after the date that
is one calendar year from the Original Issue Date and prior to 5:00 p.m., New York, New York time, on [DATE], 20263
or, if such day is not a Business Day, on the next preceding Business Day (the “Exercise Period”), the
Holder of this Warrant may exercise this Warrant for all or any part of the Warrant Shares purchasable hereunder (subject to adjustment
as provided herein).


 


3.
Exercise of Warrant. 


 


(a) Exercise
Procedure. This Warrant may be exercised from time-to-time on any Business Day during the Exercise Period, for all or any part of
the unexercised Warrant Shares, upon:


 


(i) surrender
of this Warrant to the Company at its then principal executive offices (or an indemnification undertaking with respect to this Warrant
in the case of its loss, theft or destruction), together with an Exercise Agreement in the form attached hereto as Exhibit A (each,
an “Exercise Agreement”), duly completed (including specifying the number of Warrant Shares to be purchased) and executed;
and


 


(ii) payment
to the Company of the Aggregate Exercise Price in accordance with Section 3(b).


 


(b) Payment
of the Aggregate Exercise Price. Payment of the Aggregate Exercise Price shall be made, at the option of the Holder as expressed in
the Exercise Agreement, by the following methods:


 


(i) by
delivery to the Company of a certified or official bank check payable to the order of the Company or by wire transfer of immediately available
funds to an account designated in writing by the Company, in the amount of such Aggregate Exercise Price; or


 





 






		3	Insert the date that is the fifth-year anniversary of the date
of the initial Closing, provided that, if such date is not a Trading Day, insert the immediately following Trading Day.



 




    4


     


    

 


(ii) only
in the event that a Registration Statement covering the resale of the Warrant Shares by Holder is not effective with the Commission as
of a date that is within six (6) months after the Original Issue Date, then this Warrant 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
equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:




 


(A) = as applicable:
(i) the VWAP on the Trading Day immediately preceding the date of the applicable Exercise Agreement if such Exercise Agreement is (1)
both executed and delivered pursuant to Section 3(a) hereof on a day that is not a Trading Day, or (2) both executed and delivered
pursuant to Section 3(a) on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule
600(b)(68) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either:
(y) the VWAP on the Trading Day immediately preceding the date of the applicable Exercise Agreement, or (z) the Bid Price of the Common
Stock on the principal Trading Market as reported by Bloomberg as of the time of the Holder’s execution of the applicable Notice
of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered
within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading
Day) pursuant to Section 3(a) hereof, or (iii) the VWAP on the date of the applicable Exercise Agreement if the date of such Notice
of Exercise is a Trading Day and such Exercise Agreement is both executed and delivered pursuant to Section 3(a) hereof after the close
of “regular trading hours” on such Trading Day;


 


(B) = the Exercise
Price of this Warrant, as adjusted hereunder; and


 


(X) = the number of
Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were
by means of a cash exercise rather than a cashless exercise.


 


; or


 


(iii) any
combination of the foregoing.


 


If at any time after
the six (6) month anniversary of the Closing Date, there is no effective registration statement registering the resale of the Warrant
Shares by the Holder, then, for each thirty (30) days following the six (6) month anniversary of the Closing Date or portion of any thirty
(30) day period thereafter in which no effective registration statement is available, the amount of Warrant Shares shall be automatically
increased by five percent (5%) over the Warrant Shares available on such dates.


 




    5


     


    

 


(c) Delivery
of Stock Certificates. Upon receipt by the Company of the Exercise Agreement, surrender of this Warrant and payment of the Aggregate
Exercise Price (in accordance with Section 3 hereof), the Company shall, as promptly as practicable, and in any event within ten (10)
Business Days thereafter, execute (or cause to be executed) and deliver (or cause to be delivered) to the Holder a certificate or certificates
(which, for all purposes in this Warrant, may be book-entry security entitlements) representing the Warrant Shares issuable upon such
exercise, together with cash in lieu of any fraction of a share, as provided in Section 3(d) hereof. The stock certificate or certificates
so delivered so delivered shall be, to the extent possible, in such denomination or denominations as the exercising Holder shall reasonably
request in the Exercise Agreement and shall be registered in the name of the Holder or, subject to compliance with Section 5 below, such
other Person’s name as shall be designated in the Exercise Agreement. This Warrant shall be deemed to have been exercised and such
certificate or certificates of Warrant Shares shall be deemed to have been issued, and the Holder or any other Person so designated to
be named therein shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as of the Exercise Date.


 


(d) Fractional
Shares. The Company shall not be required to issue a fractional Warrant Share upon exercise of any Warrant. As to any fraction of
a Warrant Share that the Holder would otherwise be entitled to purchase upon such exercise, the Company shall pay to such Holder an amount
in cash (by delivery of a certified or official bank check or by wire transfer of immediately available funds) equal to the product of
(i) such fraction multiplied by (ii) the Exercise Price of one Warrant Share.


 


(e) Delivery
of New Warrant. Unless the purchase rights represented by this Warrant shall have expired or shall have been fully exercised, the
Company shall, at the time of delivery of the Warrant Shares being issued in accordance with Section 3(c) hereof, deliver to the Holder
a new Warrant evidencing the rights of the Holder to purchase the unexpired and unexercised Warrant Shares called for by this Warrant.
Such new Warrant shall in all other respects be identical to this Warrant.


 


(f) Valid
Issuance of Warrant and Warrant Shares; Payment of Taxes. With respect to the exercise of this Warrant, the Company hereby represents,
covenants and agrees:


 


(i) This
Warrant is, and any Warrant issued in substitution for or replacement of this Warrant shall be, upon issuance, duly authorized and validly
issued.


 


(ii) All
Warrant Shares issuable upon the exercise of this Warrant pursuant to the terms hereof shall be, upon issuance, and the Company shall
take all such actions as may be necessary or appropriate in order that such Warrant Shares are, validly issued, fully paid and non-assessable,
issued without violation of any preemptive or similar rights of any stockholder of the Company and free and clear of all taxes, liens
and charges.


 


(iii) The
Company shall take all such actions as may be necessary to ensure that all such Warrant Shares are issued without violation by the Company
of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which shares of Common Stock
or other securities constituting Warrant Shares may be listed at the time of such exercise (except for official notice of issuance which
shall be immediately delivered by the Company upon each such issuance).


 




    6


     


    

 


(iv) The
Company shall use its best efforts to cause the Warrant Shares, immediately upon such exercise, to be listed on any domestic securities
exchange upon which shares of Common Stock or other securities constituting Warrant Shares are listed at the time of such exercise.


 


(v) The
Company shall pay all expenses in connection with, and all taxes and other governmental charges that may be imposed with respect to, the
issuance or delivery of Warrant Shares upon exercise of this Warrant; provided, that the Company shall not be required to pay any
tax or governmental charge that may be imposed with respect to any applicable withholding or the issuance or delivery of the Warrant Shares
to any Person other than the Holder, and no such issuance or delivery shall be made unless and until the Person requesting such issuance
has paid to the Company the amount of any such tax, or has established to the satisfaction of the Company that such tax has been paid.


 


(g) Conditional
Exercise. Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with
a public offering or a sale of the Company (pursuant to a merger, sale of stock, or otherwise), such exercise may at the election of the
Holder be conditioned upon the consummation of such transaction, in which case such exercise shall not be deemed to be effective until
immediately prior to the consummation of such transaction.


 


(h) Reservation
of Shares. During the Exercise Period, the Company shall at all times reserve and keep available out of its authorized but unissued
Common Stock or other securities constituting Warrant Shares, solely for the purpose of issuance upon the exercise of this Warrant, the
maximum number of Warrant Shares issuable upon the exercise of this Warrant.


 


4. Adjustment
to Exercise Price and Number of Warrant Shares.


 


(a) Price
Protection. In the case of an event described in either Section 4(d) or Section 4(e), if the Company shall, at any time during a portion
of the Exercise Period in which any or all Warrant Shares may not be resold without restriction pursuant to Rule 144, issue or sell, or
in accordance with Section 4(d) is deemed to have issued or sold, any shares of Common Stock without consideration or for consideration
per share less than the Exercise Price in effect immediately prior to such issuance or sale (or deemed issuance or sale), then immediately
upon such issuance or sale (or deemed issuance or sale), the Exercise Price in effect immediately prior to such issuance or sale (or deemed
issuance or sale) shall be reduced (and in no event increased) to an Exercise Price equal to the lowest price per share at which any such
share of Common Stock has been issued or sold (or is deemed to have been issued or sold); provided, that if such issuance or sale
(or deemed issuance or sale) was without consideration, then the Company shall be deemed to have received an aggregate of $0.0001 of consideration
for all such shares so issued or deemed to be issued.


 




    7


     


    

 


(b) Adjustment
to Number of Warrant Shares Upon Adjustment to Exercise Price. Upon any and each adjustment of the Exercise Price as provided in Section
4(a), the number of Warrant Shares issuable upon the exercise of this Warrant immediately prior to any such adjustment shall be increased
to a number of Warrant Shares equal to the quotient obtained by dividing:


 


(i) the product of (A)
the Exercise Price in effect immediately prior to any such adjustment multiplied by (B) the number of Warrant Shares issuable upon exercise
of this Warrant immediately prior to any such adjustment; by


 


(ii) the Exercise Price resulting from such
adjustment.


 


(c) Exceptions
to Adjustment Upon Issuance of Common Stock. Anything herein to the contrary notwithstanding, there shall be no adjustment to the
Exercise Price with respect to any Exempt Issuance or the Qualified Offering.


 


(d) Adjustment
to Exercise Price and Warrant Shares upon Dividend, Subdivision or Combination of Common Stock. If the Company shall, at any time
or from time-to-time after the Original Issue Date, (i) pay a dividend or make any other distribution upon the Common Stock or any other
capital stock of the Company payable in shares of Common Stock or in Options or Convertible Securities (which, for avoidance of doubt,
shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), or (ii) subdivide (by any stock split,
recapitalization or otherwise) its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately
prior to any such dividend, distribution or subdivision shall be proportionately reduced and the number of Warrant Shares issuable upon
exercise of this Warrant shall be proportionately increased. If the Company at any time combines (by combination, reverse stock split
or otherwise) its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior to
such combination shall be proportionately increased and the number of Warrant Shares issuable upon exercise of this Warrant shall be proportionately
decreased. Any adjustment under this Section 4(a) shall become effective at the close of business on the date the dividend, subdivision
or combination becomes effective.


 




    8


     


    

 


(e) Adjustment
to Exercise Price and Warrant Shares Upon Reorganization, Reclassification, Consolidation or Merger. In the event of any (i) capital
reorganization of the Company, (ii) reclassification of the stock of the Company (other than a change in par value or from par value to
no par value or from no par value to par value or as a result of a stock dividend or subdivision, split-up or combination of shares),
(iii) consolidation or merger of the Company with or into another Person, (iv) sale of all or substantially all of the Company’s
assets to another Person, or (v) other similar transaction (other than any such transaction covered by Section 4(a)), in each case which
entitles the holders of Common Stock to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect
to or in exchange for Common Stock, each Warrant shall, immediately after such reorganization, reclassification, consolidation, merger,
sale or similar transaction, remain outstanding and shall thereafter, in lieu of or in addition to (as the case may be) the number of
Warrant Shares then exercisable under this Warrant, be exercisable for the kind and number of shares of stock or other securities or assets
of the Company or of the successor Person resulting from such transaction to which the Holder would have been entitled upon such reorganization,
reclassification, consolidation, merger, sale or similar transaction if the Holder had exercised this Warrant in full immediately prior
to the time of such reorganization, reclassification, consolidation, merger, sale or similar transaction and acquired the applicable number
of Warrant Shares then issuable hereunder as a result of such exercise (without taking into account any limitations or restrictions on
the exercisability of this Warrant); and, in such case, appropriate adjustment (in form and substance satisfactory to the Holder) shall
be made with respect to the Holder’s rights under this Warrant to insure that the provisions of this Section 4 hereof shall thereafter
be applicable, as nearly as possible, to this Warrant in relation to any shares of stock, securities or assets thereafter acquirable upon
exercise of this Warrant (including, in the case of any consolidation, merger, sale or similar transaction in which the successor or purchasing
Person is other than the Company, an immediate adjustment in the Exercise Price to the value per share for the Common Stock reflected
by the terms of such consolidation, merger, sale or similar transaction, and a corresponding immediate adjustment to the number of Warrant
Shares acquirable upon exercise of this Warrant without regard to any limitations or restrictions on exercise, if the value so reflected
is less than the Exercise Price in effect immediately prior to such consolidation, merger, sale or similar transaction). The provisions
of this Section 4(e) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales or similar
transactions. The Company shall not effect any such reorganization, reclassification, consolidation, merger, sale or similar transaction
unless, prior to the consummation thereof, the successor Person (if other than the Company) resulting from such reorganization, reclassification,
consolidation, merger, sale or similar transaction, shall assume, by written instrument substantially similar in form and substance to
this Warrant and satisfactory to the Holder, the obligation to deliver to the Holder such shares of stock, securities or assets which,
in accordance with the foregoing provisions, such Holder shall be entitled to receive upon exercise of this Warrant.


 


(f) Certificate
as to Adjustment.


 


(i) As
promptly as reasonably practicable following any adjustment of the Exercise Price, but in any event not later than ten (10) Business Days
thereafter, the Company shall furnish to the Holder a certificate of an executive officer setting forth in reasonable detail such adjustment
and the facts upon which it is based and certifying the calculation thereof.


 


(ii) As
promptly as reasonably practicable following the receipt by the Company of a written request by the Holder, but in any event not later
than ten (10) Business Days thereafter, the Company shall furnish to the Holder a certificate of an executive officer certifying the Exercise
Price then in effect and the number of Warrant Shares or the amount, if any, of other shares of stock, securities or assets then issuable
upon exercise of the Warrant.


  




    9


     


    

 


(g) Notices.
In the event:


 


(i) that
the Company shall take a record of the holders of its Common Stock (or other capital stock or securities at the time issuable upon exercise
of the Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, to vote at a meeting (or
by written consent), to receive any right to subscribe for or purchase any shares of capital stock of any class or any other securities,
or to receive any other security; or


 


(ii) of
any capital reorganization of the Company, any reclassification of the Common Stock of the Company, any consolidation or merger of the
Company with or into another Person, or sale of all or substantially all of the Company’s assets to another Person; or


 


(iii) of
the voluntary or involuntary dissolution, liquidation or winding-up of the Company;


 


then, and in each
such case, the Company shall send or cause to be sent to the Holder at least ten (10) days prior to the applicable record date or the
applicable expected effective date, as the case may be, for the event, a written notice specifying, as the case may be, (A) the record
date for such dividend, distribution, meeting or consent or other right or action, and a description of such dividend, distribution or
other right or action to be taken at such meeting or by written consent, or (B) the effective date on which such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation or winding-up is proposed to take place, and the date, if any is to be fixed, as
of which the books of the Company shall close or a record shall be taken with respect to which the holders of record of Common Stock (or
such other capital stock or securities at the time issuable upon exercise of the Warrant) shall be entitled to exchange their shares of
Common Stock (or such other capital stock or securities) for securities or other property deliverable upon such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation or winding-up, and the amount per share and character of such exchange applicable
to the Warrant and the Warrant Shares.


 


5.
Transfer of Warrant. Subject to the transfer conditions referred to in the legend endorsed hereon and the terms
and conditions of the Stockholders Agreement, this Warrant and all rights hereunder are transferable, in whole or in part, by the Holder
without charge to the Holder, upon surrender of this Warrant to the Company at its then principal executive offices with a properly completed
and duly executed Assignment in the form attached hereto as Exhibit B, together with funds sufficient to pay any transfer taxes
described in Section 3(f)(v) in connection with the making of such transfer. Upon such compliance, surrender and delivery and, if required,
such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denominations
specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant, if
any, not so assigned and this Warrant shall promptly be cancelled.


 




    10


     


    

 


6.
Holder Not Deemed a Stockholder; Limitations on Liability. Except as otherwise specifically provided herein, prior
to the issuance to the Holder of the Warrant Shares to which the Holder is then entitled to receive upon the due exercise of this Warrant,
the Holder shall not be entitled to vote or receive dividends or be deemed the holder of shares of capital stock of the Company for any
purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, as such, any of the rights of a stockholder
of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification
of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise.
In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities
(upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company
or by creditors of the Company.


 


7.
Replacement on Loss; Division and Combination.


 


(a) Replacement
of Warrant on Loss. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation
of this Warrant and upon delivery of an indemnity reasonably satisfactory to it (it being understood that a written indemnification agreement
or affidavit of loss of the Holder shall be a sufficient indemnity) and, in case of mutilation, upon surrender of such Warrant for cancellation
to the Company, the Company at its own expense shall execute and deliver to the Holder, in lieu hereof, a new Warrant of like tenor and
exercisable for an equivalent number of Warrant Shares as the Warrant so lost, stolen, mutilated or destroyed; provided, that,
in the case of mutilation, no indemnity shall be required if this Warrant in identifiable form is surrendered to the Company for cancellation.


 


(b) Division
and Combination of Warrant. Subject to compliance with the applicable provisions of this Warrant and the Stockholders Agreement as
to any transfer or other assignment which may be involved in such division or combination, this Warrant may be divided or, following any
such division of this Warrant, subsequently combined with other Warrants, upon the surrender of this Warrant or Warrants to the Company
at its then principal executive offices, together with a written notice specifying the names and denominations in which new Warrants are
to be issued, signed by the respective Holders or their agents or attorneys. Subject to compliance with the applicable provisions of this
Warrant and the Stockholders Agreement as to any transfer or assignment which may be involved in such division or combination, the Company
shall at its own expense execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants so surrendered in accordance
with such notice. Such new Warrant or Warrants shall be of like tenor to the surrendered Warrant or Warrants and shall be exercisable
in the aggregate for an equivalent number of Warrant Shares as the Warrant or Warrants so surrendered in accordance with such notice.


 


8.
Compliance with the Securities Act.


 


(a) Agreement
to Comply with the Securities Act; Legend. The Holder, by acceptance of this Warrant, agrees to comply in all respects with the provisions
of this Section 8 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall
not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances
that will not result in a violation of the Securities Act of 1933, as amended (the “Securities Act”). This Warrant
and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Securities Act) shall be stamped or imprinted
with a legend in substantially the following form:


 




    11


     


    

 


“THIS WARRANT AND THE SECURITIES
ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED
OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE
STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE
QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE CORPORATION REQUESTS, AN OPINION SATISFACTORY TO THE CORPORATION
TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.”


 


(b) Representations
of the Holder. In connection with the issuance of this Warrant, the Holder specifically represents, as of the date hereof, to the
Company by acceptance of this Warrant as follows:


 


(i) The
Holder is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. The Holder
is acquiring this Warrant and the Warrant Shares to be issued upon exercise hereof for investment for its own account and not with a view
towards, or for resale in connection with, the public sale or distribution of this Warrant or the Warrant Shares, except pursuant to sales
registered or exempted under the Securities Act.


 


(ii) The
Holder understands and acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are “restricted securities”
under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering
and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only
in certain limited circumstances. In addition, the Holder represents that it is familiar with Rule 144 under the Securities Act, as presently
in effect, and understands the resale limitations imposed thereby and by the Securities Act.


 


(iii) The
Holder acknowledges that it can bear the economic and financial risk of its investment for an indefinite period, and has such knowledge
and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant
and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and
conditions of the offering of the Warrant and the business, properties, prospects and financial condition of the Company.


 




    12


     


    

 


9.
Warrant Register. The Company shall keep and properly maintain at its principal executive offices books for the
registration of the Warrant and any transfers thereof. The Company may deem and treat the Person in whose name the Warrant is registered
on such register as the Holder thereof for all purposes, and the Company shall not be affected by any notice to the contrary, except
any assignment, division, combination or other transfer of the Warrant effected in accordance with the provisions of this Warrant.


 


10.
Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in
writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received
by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail
of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business
Day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail,
return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses indicated below
(or at such other address for a party as shall be specified in a notice given in accordance with this Section 10).


 


	
    If to the Company:
	
    Sysorex, Inc.

    13880 Dulles Corner Lane

    Suite 175 Herndon, VA 20171

     

    E-mail: wayne@ttmdigitalassets.com

    Attention: Wayne Wasserberg, Chief Executive Officer

     

	If to the Holder:	At Address set forth in the Purchase Agreement


 


11.
Cumulative Remedies. Except to the extent expressly provided in Section 6 to the contrary, the rights and remedies
provided in this Warrant are cumulative and are not exclusive of, and are in addition to and not in substitution for, any other rights
or remedies available at law, in equity or otherwise.


 


12.
Equitable Relief. Each of the Company and the Holder acknowledges that a breach or threatened breach by such party
of any of its obligations under this Warrant would give rise to irreparable harm to the other party hereto for which monetary damages
would not be an adequate remedy and hereby agrees that in the event of a breach or a threatened breach by such party of any such obligations,
the other party hereto shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach,
be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be
available from a court of competent jurisdiction.


 




    13


     


    

 


13.
Entire Agreement. This Warrant, together with the Purchase Agreement, constitutes the sole and entire agreement
of the parties to this Warrant with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings
and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements
in the body of this Warrant and the Purchase Agreement, the statements in the body of this Warrant shall control.


 


14.
Successor and Assigns. This Warrant and the rights evidenced hereby shall be binding upon and shall inure to the
benefit of the parties hereto and the successors of the Company and the successors and permitted assigns of the Holder. Such successors
and/or permitted assigns of the Holder shall be deemed to be a Holder for all purposes hereunder.


 


15.
No Third-Party Beneficiaries. This Warrant is for the sole benefit of the Company and the Holder and their respective successors
and, in the case of the Holder, permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other
Person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Warrant.


 


16.
Headings. The headings in this Warrant are for reference only and shall not affect the interpretation of this Warrant.


 


17.
Amendment and Modification; Waiver. Except as otherwise provided herein, this Warrant may only be amended, modified or
supplemented by an agreement in writing signed by each party hereto. No waiver by the Company or the Holder of any of the provisions
hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate
or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of
a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising,
any rights, remedy, power or privilege arising from this Warrant shall operate or be construed as a waiver thereof; nor shall any single
or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise
of any other right, remedy, power or privilege.


 


18.
Severability. If any term or provision of this Warrant is invalid, illegal or unenforceable in any jurisdiction,
such invalidity, illegality or unenforceability shall not affect any other term or provision of this Warrant or invalidate or render
unenforceable such term or provision in any other jurisdiction.


 


19.
Governing Law; Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this
Warrant shall be determined in accordance with the provisions of the Purchase Agreement.


 


20.
Waiver of Jury Trial. Each party acknowledges and agrees that any controversy which may arise under this Warrant is likely
to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have
to a trial by jury in respect of any legal action arising out of or relating to this Warrant or the transactions contemplated hereby.


 


21.
Counterparts. This Warrant may be executed in counterparts, each of which shall be deemed an original, but all of
which together shall be deemed to be one and the same agreement. A signed copy of this Warrant delivered by facsimile, e-mail or other
means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Warrant.


 


[signature page follows]


 




    14


     


    

 


IN WITNESS WHEREOF, the Company
has duly executed this Warrant on the Original Issue Date.


 


	 	SYSOREX, INC.
	 	 	 
	 	By:	     
	 	Name:	 
	 	Title:	 



 


[Signature Page to Sysorex, Inc. Warrant to
Purchase Common Stock]