Exhibit 10.3


 


RIGHT TO SHARES LETTER AGREEMENT


 


This Right to Shares Letter
Agreement, dated as of April 14, 2021 (this “Agreement”) constitutes an agreement between Sysorex, Inc., a Nevada corporation
(the “Company”) and Inpixon, a Nevada corporation (“Inpixon”). Any capitalized terms not defined
herein shall have the meaning set forth for such term in the Settlement Agreement (defined below).


 


WHEREAS, the Company
and Inpixon entered into that certain Securities Settlement Agreement, dated as of the date of this Agreement (the “Settlement
Agreement”), pursuant to which the Company agreed to issue an aggregate of Shares of the Company’s Common Stock, in exchange
for the satisfaction of the Indebtedness, including 12,972,190 Shares representing the Closing Shares and an additional 3,000,000 Shares
(the “Rights Shares”) underlying the Rights described in this Agreement; and


 


WHEREAS, subject
to the terms and conditions set forth herein, from time to time, the Company shall be obligated to issue and Inpixon shall have the right
to the issuance of the Rights Shares, subject to adjustment hereunder (such right of Inpixon, the “Right”).


 


NOW, THEREFORE,
in consideration of the mutual covenants contained herein, and intending to be legally bound, the parties hereto agree as follows:


 


Section 1. Definitions.
Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Settlement Agreement, as amended, modified
or supplemented from time to time in accordance with its terms.


 


Section 2. Issuance
of Rights Shares.


 


Section 2.1 Issuance
of Right in Lieu of Share Issuance. In lieu of issuing the Rights Shares to Inpixon at the Closing, the Company hereby grants
the Right to Inpixon. The Company and Inpixon hereby agree that no additional consideration is payable in connection with the issuance
of the Rights Shares. Inpixon acknowledges and agrees that the Company has no obligation to repay the Indebtedness to Inpixon, or any
assignee or successor to Inpixon.


 


Section 2.2 Right
of Issuance of Shares. Subject to the terms hereof, the exercise of the Right may be made, in whole or in part, at any time or
times on or after the date hereof by delivery to the Company (or such other office or agency of the Company as it may designate by notice
in writing to the registered Purchaser at the address of Inpixon appearing on the books of the Company) of a duly executed facsimile copy
of the Notice of Issuance Form annexed hereto requesting the issuance of Rights Shares. Partial exercises of the Right resulting in issuances
of a portion of the total number of Rights Shares available hereunder shall have the effect of lowering the outstanding number of Rights
Shares purchasable hereunder in an amount equal to the applicable number of Rights Shares issued. Inpixon and the Company shall maintain
records showing the number of Rights Shares issued and the date of such issuances. The Company shall deliver any objection to any Notice
of Issuance Form within two (2) Business Days of receipt of such notice. Inpixon and any assignee, by assignment of this Agreement,
acknowledge and agree that, by reason of the provisions of this paragraph, following the issuance of a portion of the Rights Shares hereunder,
the number of Rights Shares available for issuance hereunder at any given time may be less than the amount stated in Section 2 hereof.


 






     


     


    

 


Section 2.3 Delivery
of Certificates. Certificates for the Rights Shares issued hereunder shall be transmitted by the Transfer Agent to Inpixon by
crediting the account of Inpixon’s prime broker 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 Rights Shares to or resale of the Rights Shares by Inpixon or (B) the Rights Shares are eligible
for resale by Inpixon without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by book entry (which may include
direct registration (DRS), or physical delivery to the address specified by Inpixon in the Notice of Issuance by the date that is two
(2) Trading Days after the delivery to the Company of the Notice of Issuance (such date, the “Share Delivery Date”).
The Rights Shares shall be deemed to have been issued, and Inpixon or any other person so designated to be named therein shall be deemed
to have become a holder of record of such shares for all purposes, as of the date the Right has been exercised.


 


Section 2.4 Compensation
for Buy-In on Failure to Timely Deliver Certificates. In addition to any other rights available to Inpixon, if the Company fails
to cause the Transfer Agent to transmit to Inpixon a certificate or the certificates representing the Rights Shares pursuant to an exercise
on or before the Share Delivery Date, and if after such date and prior to the delivery of such certificate or certificates Inpixon is
required by its broker to purchase (in an open market transaction or otherwise) or Inpixon’s brokerage firm otherwise purchases,
shares of Common Stock to deliver in satisfaction of a sale by Inpixon of the Rights Shares which Inpixon anticipated receiving upon such
exercise (a “Buy-In”), then the Company shall (A) pay in cash to Inpixon the amount, if any, by which (x) Inpixon’s
total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained
by multiplying (1) the number of Rights Shares that the Company was required to deliver to Inpixon in connection with the exercise at
issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of Inpixon,
either reinstate the portion of the Right and equivalent number of Rights Shares for which such exercise was not honored (in which case
such exercise shall be deemed rescinded, and Inpixon shall promptly return to the Company the certificates issued to such Purchaser pursuant
to the rescinded Notice of Issuance) or deliver to Inpixon the number of shares of Common Stock that would have been issued had the Company
timely complied with its exercise and delivery obligations hereunder. For example, if Inpixon purchases Common Stock having a total purchase
price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving
rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay
Inpixon $1,000. Inpixon shall provide the Company written notice indicating the amounts payable to Inpixon in respect of the Buy-In and,
upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit Inpixon’s right to pursue any other
remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive
relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of
the Right as required pursuant to the terms hereof.


 


Section 2.5 Charges,
Taxes and Expenses. Issuance of certificates for Rights Shares shall be made without charge to Inpixon for any issue or transfer
tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company,
and such certificates shall be issued in the name of Inpixon or in such name or names as may be directed by Inpixon; provided,
however, that in the event certificates for Rights Shares are to be issued in a name other than the name of Inpixon, Inpixon shall
deliver the Assignment Form attached hereto duly executed by Inpixon 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
the processing of any Notice of Issuance.


 


Section 2.6 Closing
of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of the
Right, pursuant to the terms hereof.


 






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Section 2.7 Limitations.
Inpixon shall not have the right to exercise any portion of the Right, 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 Issuance, Inpixon (together with Inpixon’s affiliates,
and any other persons acting as a group together with Inpixon or any of Inpixon’s affiliates), 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 Inpixon and its affiliates shall include the number of shares of Common Stock issuable upon exercise of the Right
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 the Right beneficially owned by Inpixon or any of its Affiliates and (ii)
exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation,
any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially
owned by Inpixon or any of its Affiliates. The Company shall not be liable for any instruction received by Inpixon. Except as set forth
in the preceding sentence, for purposes of this Section 2.7, 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 Inpixon that the Company is not representing
to Inpixon that such calculation is in compliance with Section 13(d) of the Exchange Act and Inpixon is solely responsible for any schedules
required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2.7 applies, the determination
of whether the Right is exercisable (in relation to other securities owned by Inpixon together with any affiliates) and of which portion
of the Right is exercisable shall be in the sole discretion of Inpixon, and the submission of a Notice of Issuance shall be deemed to
be Inpixon’s determination of whether the Right is exercisable (in relation to other securities owned by Inpixon together with any
affiliates) and of which portion of the Right 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 2.7, in determining the number of outstanding shares of Common Stock, Inpixon 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 Inpixon, the
Company shall within two Trading Days confirm orally and in writing to Inpixon 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 the Right, by Inpixon or its affiliates since the date as of which such number of outstanding shares
of Common Stock was reported. The “Beneficial Ownership Limitation” shall be up to 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 the Right.
Inpixon, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions
of this Section 2.7, provided, however, in no event shall the Beneficial Ownership exceed 9.99%. Any such increase or decrease will not
be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and
implemented in a manner otherwise than in strict conformity with the terms of this Section 2.7 to correct this paragraph (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 paragraph shall apply
to a successor assignee of this Agreement.


 






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Section 3. Certain
Adjustments.


 


Section 3.1. Stock
Dividends and Splits. If the Company, at any time while the Right exists: (i) pays a stock dividend or otherwise makes a distribution
or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock;
(ii) subdivides outstanding shares of Common Stock into a larger number of shares; (iii) combines (including by way of reverse stock split)
outstanding shares of Common Stock into a smaller number of shares; or (iv) issues by reclassification of shares of the Common Stock any
shares of capital stock of the Company, then in each case the number of Rights Shares issuable upon exercise of the Right shall be proportionately
adjusted. Any adjustment made pursuant to this Section 3.1 shall become effective immediately after the record date for the determination
of stockholders entitled to receive such dividend or distribution (provided that if the declaration of such dividend or distribution is
rescinded or otherwise cancelled, then such adjustment shall be reversed upon notice to Inpixon of the termination of such proposed declaration
or distribution as to any unexercised portion of the Right at the time of such rescission or cancellation) and shall become effective
immediately after the effective date in the case of a subdivision, combination or re-classification.


 


Section 3.2 Benefit
of Contractual Rights. All contractual rights granted to Inpixon under the Settlement Agreement are hereby granted to Inpixon
with respect to the Rights Shares, including, without limitation, the registration rights described in Section 4(d) of the Settlement
Agreement.


 


Section 3.3 Subsequent
Rights Offerings. If Section 3.1 above does not apply, if at any time the Company grants, issues or sells any Common Stock Equivalents
or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock
(the “Purchase Rights”), then Inpixon will be entitled to acquire, upon the terms applicable to such Purchase Rights,
the aggregate Purchase Rights which Inpixon could have acquired if Inpixon had held the number of shares of Common Stock acquirable upon
complete exercise of the Right (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership
Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no
such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale
of such Purchase Rights (provided, however, to the extent that Inpixon’s right to participate in any such Purchase Right would result
in Inpixon exceeding the Beneficial Ownership Limitation, then Inpixon shall not be entitled to participate in such Purchase Right to
such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase
Right to such extent shall be held in abeyance for Inpixon until such time, if ever, as its right thereto would not result in Inpixon
exceeding the Beneficial Ownership Limitation).


 


Section 3.4 Fundamental
Transaction. If, at any time while the Right remains 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, 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 transaction; (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 Settlement Agreement
or other business combination (including, without limitation, a reorganization, recapitalization, spin-off 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 Settlement Agreement or other business combination) (each a “Fundamental
Transaction”), then, upon any subsequent exercise of the Right, Inpixon shall have the right to receive, for each Reserved Share
that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of
Inpixon (without regard to any limitation in Section 2.7 on the exercise of the Right), 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 one share of Common Stock. Upon the occurrence
of any such Fundamental Transaction, the successor entity in a Fundamental Transaction in which the Company is not the survivor (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 Agreement and the other Transaction Documents 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 Agreement and
the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein.


 






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Section 3.5 Notice
to Allow Exercise of Right. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common
Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall
authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock
of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification
of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of
the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property,
or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company,
then, in each case, the Company shall cause to be mailed to Inpixon at its address on the signature page to the Settlement Agreement,
at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date
on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not
to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption,
rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share
exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record
shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification,
consolidation, merger, sale, transfer or share exchange; provided that the failure to mail such notice or any defect therein or in the
mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any
notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of its subsidiaries,
the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. Inpixon shall remain entitled
to exercise the Right during the period commencing on the date of such notice to the effective date of the event triggering such notice
except as may otherwise be expressly set forth herein.


 


Section 4. Transfer
of Right. 


 


Section 4.1 Transferability.
Subject to compliance with any applicable securities laws of the United States or any state thereof and to the applicable provisions of
the Settlement Agreement, the Right and all rights hereunder (including, without limitation, any registration rights) are transferable,
in whole or in part, upon written assignment substantially in the form attached hereto duly executed by Inpixon or its agent or attorney
and funds sufficient to pay any transfer taxes payable upon the making of such transfer of this Agreement delivered to the principal office
of the Company or its designated agent. Upon such assignment and, if required, such payment, the Company shall enter into a new agreement
with the assignee or assignees, as applicable, and this Agreement shall promptly be cancelled. The Right, if properly assigned in accordance
herewith, may be exercised by a new holder for the issue of Rights Shares without having a new agreement executed.


 






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Section 4.2 Division
of Rights. The Rights may be divided or combined with other rights upon presentation hereof at the aforesaid office of the Company,
together with a written notice specifying the names and denominations in which such Rights are to be granted, signed by Inpixon or its
agent or attorney.


 


Section 5. Reserved.


 


Section 6. Effect
on Transaction Documents. This Agreement shall be deemed for all purposes as a Transaction Document (as defined in the Settlement
Agreement) and all representations and warranties made by the Company and Inpixon shall apply with respect to this Agreement.


 


Section 7. Miscellaneous.



 


Section 7.1 No Rights
as Stockholder Until Exercise. This Agreement does not entitle Inpixon 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.


 


Section 7.2 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.


 


Section 7.3 Authorized
Shares. The Company covenants that, during the period the Right is outstanding, it will reserve from its authorized and unissued
Common Stock a sufficient number of shares to provide for the issuance of the Rights Shares upon the exercise of the Right. The Company
further covenants that its issuance of the Right shall constitute full authority to its officers who are charged with the duty of executing
stock certificates to execute and issue the necessary certificates for the Rights Shares upon the due exercise of the Right. The Company
will take all such reasonable action as may be necessary to assure that such Rights 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 or quoted.
The Company covenants that all Rights Shares which may be issued upon the exercise of the Right represented by this Agreement will, upon
exercise of the Right, 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).
Except and to the extent as waived or consented to by Inpixon, the Company shall not by any action, including, without limitation, amending
its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale
of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Agreement,
but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary
or appropriate to protect the rights of Inpixon as set forth in this Agreement against impairment. Without limiting the generality of
the foregoing, the Company will (i) not increase the par value of any Rights Shares above the amount payable therefor upon such exercise
immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company
may validly and legally issue fully paid and nonassessable Rights Shares upon the exercise of the Right, and (iii) use commercially reasonable
efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may
be, necessary to enable the Company to perform its obligations under this Agreement.


 






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Before taking any action
which would result in an adjustment in the number of Rights Shares for which the Right provides for, the Company shall obtain all such
authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction
thereof.


 


Section 7.4 Jurisdiction.
All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined in accordance
with the provisions of the Settlement Agreement.


 


Section 7.5 Nonwaiver
and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Purchaser shall operate
as a waiver of such right or otherwise prejudice Inpixon’s rights, powers or remedies. Without limiting any other provision of this
Agreement or the Settlement Agreement, if the Company willfully and knowingly fails to comply with any provision of this Agreement, which
results in any material damages to Inpixon, the Company shall pay to Inpixon such amounts as shall be sufficient to cover any costs and
expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by Inpixon
in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.


 


Section 7.6 Notices.
Any notice, request or other document required or permitted to be given or delivered to Inpixon by the Company shall be delivered in accordance
with the notice provisions of the Settlement Agreement.


 


Section 7.7 Execution.
This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that
both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery
of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose
behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original
thereof.


 


[SIGNATURE PAGE FOLLOWS]


 




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IN WITNESS WHEREOF, the
parties hereto have caused this Right to Shares Letter Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.


 


	SYSOREX, INC. 	 	Address for Notice:
	 	 	 	 
	 	 	 	13880 Dulles Corner Lane, Suite 175
	 	 	 	Herndon, VA 20171
	 	 	 	E-Mail: ZamanKhan@sysorexinc.com
	 	 	 	Attn: Zaman Khan
	By:	/s/ Zaman Khan	 	 
	Name:	Zaman Khan	 	
	Title:	Chief Executive Officer	 	 



 


	Inpixon	 	Address for Notice:
	 	 	 	 
	 	 	 	2479 E. Bayshore Road, Suite 195
	 	 	 	Palo Alto, CA 94303
	By:	/s/ Nadir Ali	 	Email:Nadir.Ali@Inpixon.com;
	Name:	Nadir Ali	 	Melanie.Figueroa@Inpixon.com
	Title:	Chief Executive Officer	 	Attn: Nadir Ali, Melanie
    Figueroa






 




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NOTICE OF ISSUANCE


 


To: SYSOREX, INC. 


 


(1) The undersigned hereby
elects in accordance with the terms and conditions of the Right to Shares Letter Agreement, dated as of April 14, 2021 (the “Letter
Agreement”), to exercise its Right to the issuance of ________ Rights Shares of Sysorex, Inc., a Nevada corporation (the “Company”)
pursuant to the terms of the Letter Agreement, and tenders all applicable transfer taxes, if any.


 


(2) Please issue a certificate
or certificates representing ___________ of the Shares, comprising said Rights Shares in the name of the undersigned registered holder
or in such other name as is specified below:


_______________________________


 


The Rights Shares shall be delivered to the following DWAC Account
Number or by book entry or physical delivery of a certificate to:


_______________________________


_______________________________


_______________________________


 


(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 Registered Holder: _________________________________________________________________________


 


Signature of Authorized Signatory of Registered Holder:
__________________________________________________


 


Name of Authorized Signatory: ______________________________________________________________________


 


Title of Authorized Signatory: _______________________________________________________________________


 


Date: __________________________________________________________________________________________


 




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ASSIGNMENT FORM


(To assign the foregoing Right, execute

this form and supply required information.

Do not use this form to exercise the Right.)


 


SYSOREX,
INC. 


 


FOR VALUE RECEIVED, the undersigned,
Inpixon hereby assigns in accordance with the terms and conditions of the Right to Shares Letter Agreement, dated as of April 14, 2021
(the “Letter Agreement”) [____] all of or [_______] shares of the Right (as defined in the Letter Agreement) and all
rights evidenced thereby to _______________________________________________ whose address is


 


_______________________________________________________________.


_______________________________________________________________


Dated: ______________, _______


 


Signature: ______________________________


Address: _______________________________


_______________________________


 


Signature Guaranteed: ____________________________________________________


 


 


NOTE: The signature to this Assignment Form
must correspond with the name as it appears on purchaser signature page the Letter Agreement, without alteration or enlargement or any
change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or other
representative capacity should file proper evidence of authority to assign the foregoing Right.


 


 


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