Exhibit 10.1


 


SETTLEMENT AGREEMENT


 


This Settlement Agreement (“Agreement”),
made as of April 6, 2021 (the “Effective Date”), is entered into by and between VMS Software, Inc. (“VMS”) and
Sysorex, Inc. (“Sysorex”). VMS and Sysorex are each referred to as a “Party” and are referred to collectively
as the “Parties.”


 


WHEREAS, the Parties entered
into a valid and binding Agreement as of August 12, 2019 (the “August 2019 Agreement”), requiring Sysorex to pay to VMS six
hundred fifty-two thousand, two hundred and fifty-five dollars ($652,255.00) in satisfaction of an outstanding business debt;


 


WHEREAS, Sysorex failed
to make any payments pursuant to the August 2019 Agreement;


 


WHEREAS, on October 20,
2020, VMS filed the litigation captioned, VMS Software, Inc. v. Sysorex, Inc., U.S. District Court for the District of Massachusetts,
Case No. 1:20-cv- 11895-WGY (the “Litigation”);


 


WHEREAS, on January 25,
2021, VMS filed a Motion for Judgment on the Pleadings in the Litigation;


 


WHEREAS, the Court held
a hearing on VMS’s Motion for Judgment on the Pleadings on March 30, 2021;


 


WHEREAS, at such hearing,
the Court allowed VMS’s Motion for Judgment on the Pleadings and indicated that Judgment would enter in the Litigation in the full
amount sought by VMS;


 


WHEREAS, the Parties anticipate
that Judgment will enter in the Litigation in the amount of seven-hundred thirty-five thousand, two-hundred seventy-three dollars and
ninety- seven cents ($735,273.97); and


 






     


     


    

 


WHEREAS, the Parties desire
to resolve their dispute by this Agreement in order to avoid the expense and other effects of continued litigation.


 


NOW, THEREFORE,
for and in consideration of the mutual covenants and conditions set forth herein, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties agree as follows:


 


1.
Sysorex acknowledges, confirms and does not contest or otherwise dispute that it is indebted to VMS in the full judgment amount
of seven hundred thirty-five thousand, two hundred seventy-three dollars and ninety-seven cents ($735,273.97) inclusive of all interest,
and costs, and agrees to pay that amount to VMS, as qualified by subsections of this Paragraph 1 below, according to the payment terms
that follow:


 


		a.	Sysorex shall pay to VMS seventy-five thousand dollars ($75,000.00)
within twenty-four (24) hours of the Effective Date. Such payment shall be made by wire per the instructions below and must be received
by VMS’s bank by 6:00 PM on the first business day following the Effective Date.



 


		b.	Sysorex shall make four (4) additional periodic payments to VMS,
every thirty (30)  days, in the amount of one hundred sixty-five
thousand sixty-eight dollars and fifty cents ($165,068.50), with the first such periodic payment due thirty (30) days after the Effective
Date. Each such payment shall be made by wire per the instructions below and must be received by VMS’s bank by 6:00PM EDT on the
date it is due.



 




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		c.	There shall be no penalty for prepayment.



 


		d.	If VMS receives from Sysorex payments totaling six hundred twenty-five thousand dollars ($625,000.00)
within forty-five (45) days from the Effective Date, VMS will accept such six hundred twenty-five thousand dollars ($625,000.00) as full
satisfaction of Sysorex’s payment obligations under this Paragraph 1.



 


		e.	If VMS receives from Sysorex payments totaling six hundred fifty thousand dollars ($650,000.00) within
sixty (60) days from the Effective Date, VMS will accept such six hundred fifty thousand dollars ($650,000.00) as full satisfaction of
Sysorex’s payment obligations under this Paragraph 1.



 


		f.	All payments pursuant to this Paragraph 1 shall be sent by wire, using the instructions provided to
Sysorex or its attorneys by VMS or its attorneys.



 


2. Upon receipt in full
of an amount constituting full satisfaction of Sysorex’s payment obligations pursuant to Paragraph 1 of this Agreement, VMS on
behalf of itself and its successors, assigns, parents, subsidiaries, related and/or affiliated persons or entities attorneys,
agents, members, managers, owners, shareholders, officers, directors, and other representatives (the “VMS Releasors”),
releases Sysorex and its successors, assigns, parents, subsidiaries, related and/or affiliated persons and/or entities, attorneys,
agents, members, managers, owners, shareholders, officers, directors, and other representatives (the “Sysorex
Releasees”) of any and all claims and causes of action the VMS Releasors have, had, or may have, whether known or unknown,
against the Sysorex Releasees, in contract, tort, equity or in any other form, arising from the beginning of time through and
including the Effective Date; provided, however, that nothing in this release shall be construed as a waiver or release of those
claims which may arise under this Agreement.


 






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3.
If, within ninety-one (91) days of VMS’s receipt of any of Sysorex’s payments pursuant to its obligations in Paragraph
1 of this Agreement, Sysorex commences, or a third party commences against Sysorex, any case, proceeding, or other action under the United
States Bankruptcy Code, 11 U.S.C. § 101 et seq, which is not dismissed within thirty (30) days, then VMS’s release of
Sysorex contained in Paragraph 2 shall be null, void, and of no force or effect, and the Parties shall be returned to the position they
were in prior to execution of this Agreement, except that VMS may retain any payment to it by Sysorex that is not repaid or returned,
crediting same against those sums claimed by VMS.


 


4.
Sysorex, on behalf of itself and its predecessors, successors, assigns, parents, subsidiaries, related and/or affiliated persons
and/or entities attorneys, agents, members, managers, owners, shareholders, officers, directors, and other representatives (the “Sysorex
Releasors”), hereby releases VMS and its successors, assigns, parents, related and/or affiliated persons and/or entities subsidiaries,
attorneys, agents, members, managers, owners, shareholders, officers, directors, and other representatives (the “VMS Releasees”)
of any and all claims and causes of action the Sysorex Releasors have, had, or may have, whether known or unknown, against the VMS Releasees,
in contract, tort, equity or in any other form, arising from the beginning of time through and including the Effective Date; provided,
however, that nothing in this release shall be construed as a waiver or release of those claims which may arise under this Agreement.


 


5. Simultaneously with
their execution of this Agreement, the Parties shall execute the Joint Request to Administratively Close Case During Performance of
Settlement Agreement’s Terms attached hereto as Exhibit 1 (the “Joint Request to Administratively Close”).
Upon VMS’s receipt of Sysorex’s first payment pursuant to Paragraph 1(a) above, VMS shall file the Joint Request to
Administratively Close in the Litigation and advise the Court that the parties have reached a settlement. To the extent that the
Court requires the Parties’ filing to be in a form different from Exhibit 1, the Parties agree to work together in good faith
to effectuate the goal that the Court keep the Litigation in such a status that the Agreement for Judgment described in Paragraph 6
below and attached as Exhibit 2 may be filed in the Litigation, if necessary.


 






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6. Simultaneously with
their execution of this Agreement, the Parties shall execute the Agreement for Judgment in the amount of seven hundred thirty-five
thousand, two hundred seventy-three dollars and ninety-seven cents ($735,273.97) inclusive of all interest attached hereto as Exhibit
2 (the “Agreement for Judgment”). The executed Agreement for Judgment shall be held in escrow by VMS’s
counsel. VMS or its counsel may file the Agreement for Judgment in the Litigation or, if necessary, in a separate court case or
proceeding, if Sysorex fails to make any required payment pursuant to Paragraph 1 when required, or if Sysorex fails to otherwise
satisfy any of its obligations pursuant to this Agreement and such failure is not cured within five (5) calendar days. Upon
VMS’s receipt of payments constituting full satisfaction of Sysorex’s payment obligations pursuant to Paragraph 1 of
this Agreement, VMS or its counsel shall destroy the Agreement for Judgment, and VMS’s counsel shall represent in writing that
it has been destroyed.


 


7. Simultaneously with
their execution of this Agreement, the Parties shall execute the Stipulation of Dismissal With Prejudice attached hereto as Exhibit
3 (the “Stipulation of Dismissal”). The executed Stipulation of Dismissal shall be held in escrow by VMS’s
counsel. Upon VMS’s receipt of payments constituting full satisfaction of Sysorex’s payment obligations pursuant to
Paragraph 1 of this Agreement, VMS shall file the Stipulation of Dismissal With Prejudice in the Litigation.


 






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8.
This Agreement shall be binding upon the Parties’ predecessors, successors, assigns, and beneficiaries.


 


9.
Each Party represents and warrants that it has entered into this Agreement knowingly and willingly, and had the opportunity to
be advised, and was advised, by its own legal counsel prior to entering into this Agreement. By executing this Agreement, each Party represents
and warrants that it does not rely upon any representations, promises, or inducements made by any other Party or Party representatives,
with the sole exception of the promises and provisions set forth herein.


 


10.
Each Party represents and warrants that the individual(s) executing this Agreement on such Party’s behalf is fully authorized
to do so, is executing the Agreement willingly and knowingly, and, further, that such individual is fully authorized to bind the Party
on whose behalf he or she is executing this Agreement to the terms of all releases of claims, undertakings and obligations of that Party
as set forth in this Agreement.


 


11.
This Agreement constitutes the entire agreement of the Parties and supersedes any prior or contemporaneous agreements, contracts,
or understandings between them.


 


12.
This Agreement may only be modified, amended, or supplemented by a written instrument which specifically references this Agreement
and is signed by all Parties.


 


13. Each Party has cooperated
in the drafting and preparation of this Agreement, and consulted with an attorney of his/her/its own choosing prior to execution of this
Agreement. Thus, this Agreement shall not be construed
against any Party on the basis that such Party was the drafter.


 






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14.
This Agreement may be executed in counterparts, which together shall comprise the executed Agreement. Any copy, facsimile or electronic
copy (.pdf) bearing the signature of the Party to be charged shall be deemed an original.


 


15.
If any provision of this Agreement is for any reason held invalid or unenforceable, such invalidity or unenforceability shall not
affect any other provision hereof, but this Agreement shall, in such event, be construed as if such invalid and/or unenforceable provision
had never been contained herein.


 


16.
This Agreement shall be construed, interpreted, and enforced in accordance with, and governed by, the laws of the Commonwealth
of Massachusetts without regard to conflict of law rules. Any action to enforce any provision of this Agreement shall be brought in the
United States District Court for the District of Massachusetts, in the Court where the Litigation was brought. The Parties consent to
the Court’s jurisdiction over any such enforcement action and agree that venue in such Court is proper.


 





	/s/ Danielle Dickie  	 	/s/ Zaman Kahn  
	VMS SOFTWARE INC.  	 	SYSOREX, INC.  
	By: Danielle Dickie  	 	By: Zaman Kahn  
	Position: CFO  	 	Position: CEO  
	Dated: April 6, 2021  	 	Dated: April 6, 2021  




 




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EXHIBIT
1


 




     


     


    

 


UNITED STATES DISTRICT
COURT

 FOR THE DISTRICT OF MASSACHUSETTS




EASTERN DIVISION


 


	
     


    VMS SOFTWARE, INC.


 

    Plaintiff,


 

    v.


 

    SYSOREX, INC.


 

    Defendant.

     
	 	
     

     

     

     

     

     

     

     

     

    Case No.: 1:20-cv-11895-WGY

     



 


JOINT REQUEST TO ADMINISTRATIVELY
CLOSE CASE DURING 

PERFORMANCE OF SETTLEMENT AGREEMENT’S TERMS


  


Plaintiff VMS Software,
Inc. (“VMS”) and Defendant Sysorex, Inc. (“Sysorex”) hereby jointly request that this Court administratively
close the above-captioned case during Sysorex’s performance of the terms of the Parties’ Settlement Agreement, reserving
to each Party the right to re-open the case if necessary. The Parties state that they have entered into a Settlement Agreement dated
April 6, 2021, which requires that a separate Agreement for Judgment and Stipulation of Dismissal be held in escrow pending the
Defendant’s performance of the settlement terms over the next five months. The Settlement Agreement allows VMS to file the
Agreement for Judgment if Sysorex defaults and requires VMS to file the Stipulation of Dismissal and destroy the Agreement for
Judgment if Sysorex fully satisfies all of its obligations.


 


WHEREFORE, the Parties respectfully
request that this Court administratively close the case during the five-month term of the Parties’ agreement, reserving to each
Party the right to re- open the case if necessary, and grant the Parties any further or different relief this Court deems equitable and
just.


 




     


     


    

 


Respectfully submitted,


 


	
    VMS SOFTWARE, INC.

     


By its attorneys,


 

    SHEEHAN PHINNEY BASS & GREEN PA


 

    /s/ Aaron D. Rosenberg


    Aaron D. Rosenberg (BBO# 684826)

 Michael R. Stanley (BBO#
    680957) 

SHEEHAN PHINNEY BASS & GREEN, PA


    28 State Street

 22nd Floor

 Boston, MA 02109


    (617) 897-5600


    arosenberg@sheehan.com

    mstanley@sheehan.com

    	 	
    SYSOREX, INC.


 

    By its attorneys,


 

    LAW OFFICES OF ALAN M. COHEN LLC

     

/s/ Glenn Wegrzyn


    Alan M. Cohen (BBO # 088375) 

Glenn Wegrzyn (BBO # 676398)
    

Law Offices of Alan M. Cohen LLC

 550 Worcester Road


    Framingham, MA 01702 (508) 620-6900


    gwegrzyn@collections-law.com

 acohen@collections-law.com

    


 


Dated:


 


CERTIFICATE OF SERVICE


 


I certify that a copy of the foregoing was filed
electronically today via the Court’s CM/ECF Electronic Filing System. A Notice of Electronic Filing will be sent by e-mail to all
parties via operation of the Court’s CM/ECF Electronic Filing System or by mail to anyone unable to accept electronic filing as
indicated on the Notice. Parties may access this filing through the Court’s CM/ECF System.


 


	Dated:	/s/ Aaron D. Rosenberg



 




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EXHIBIT
2


 




     


     


    

 


UNITED STATES DISTRICT
COURT

 FOR THE DISTRICT OF MASSACHUSETTS




EASTERN DIVISION


 





	
     


    VMS SOFTWARE, INC.


 

    Plaintiff,

     


v.


 

    SYSOREX, INC.

     

    Defendant.

     

    
	 	
     

     

     

     

     

     

     

     

     

    Case No.:

    


 


 


AGREEMENT FOR JUDGMENT


 


Plaintiff VMS Software, Inc. and
Defendant Sysorex, Inc. hereby stipulate and agree pursuant to the terms of a Settlement Agreement dated April 6, 2021 which is incorporated
by reference herein as follows:


 


It is hereby AGREED that JUDGMENT
enter for Plaintiff VMS Software, Inc. and against Defendant Sysorex, Inc. in the amount of $735,273.97, with postjudgment interest as
provided by law under 28 U.S.C. § 1961. Each party shall bear their own costs and attorneys’ fees.


 




     


     


    

 


Respectfully submitted,


 


	
    VMS SOFTWARE, INC.

     


By its attorneys,


 

    SHEEHAN PHINNEY BASS & GREEN PA


 

    /s/ Aaron D. Rosenberg

     

    Aaron D. Rosenberg (BBO# 684826) 

Michael R. Stanley (BBO#
    680957) 

SHEEHAN PHINNEY BASS & GREEN, PA


    28 State Street 

22nd Floor

 Boston, MA 02109


    (617) 897-5600


    arosenberg@sheehan.com

 mstanley@sheehan.com

    	 	
    SYSOREX, INC.


 

    By its attorneys,


 

    LAW OFFICES OF ALAN M. COHEN LLC


 

    /s/ Glenn Wegrzyn

     

    Alan M. Cohen (BBO # 088375) 

Glenn Wegrzyn (BBO # 676398)


    Law Offices of Alan M. Cohen LLC

 550 Worcester Road


    Framingham, MA 01702 (508) 620-6900


gwegrzyn@collections-law.com

 acohen@collections-law.com

    


 


Dated:


 


CERTIFICATE OF SERVICE


 


I certify that a copy of
the foregoing was filed electronically today via the Court’s CM/ECF Electronic Filing System. A Notice of Electronic Filing will
be sent by e-mail to all parties via operation of the Court’s CM/ECF Electronic Filing System or by mail to anyone unable to accept
electronic filing as indicated on the Notice. Parties may access this filing through the Court’s CM/ECF System.


 


	Dated:	/s/ Aaron D. Rosenberg



 




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EXHIBIT
3


 




     


     


    

 


UNITED STATES DISTRICT
COURT

 FOR THE DISTRICT OF MASSACHUSETTS




EASTERN DIVISION


 


	
     


VMS SOFTWARE, INC.


 

    Plaintiff,

     


v.

     

    SYSOREX, INC.

     


Defendant.

 


	 	
     

     

     

     

     

     

     

     

    Case No.: 1:20-cv-11895-WGY

     



 


STIPULATION OF DISMISSAL


 


Pursuant to Fed. R. Civ.
P. 41(a)(1)(ii), Plaintiff VMS Software, Inc. and Defendant Sysorex, Inc. hereby stipulate to the dismissal of this action with prejudice,
each party bearing their own costs and attorneys’ fees.


 




     


     


    

 


Respectfully submitted,


 


	
    VMS SOFTWARE, INC.

     


By its attorneys,


 

    SHEEHAN PHINNEY BASS & GREEN PA


 

    /s/ Aaron D. Rosenberg

     

    Aaron D. Rosenberg (BBO# 684826) 

Michael R. Stanley (BBO#
    680957)

    SHEEHAN PHINNEY BASS & GREEN, PA

    28 State Street

    22nd Floor

    Boston, MA 02109

    (617) 897-5600


arosenberg@sheehan.com

mstanley@sheehan.com

    	 	
    SYSOREX, INC.


 

    By its attorneys,


 

    LAW OFFICES OF ALAN M. COHEN LLC


 

    /s/ Glenn Wegrzyn

     

    Alan M. Cohen (BBO # 088375)

    Glenn Wegrzyn (BBO # 676398)

    Law Offices of Alan M. Cohen LLC

    550 Worcester Road


    Framingham, MA 01702 (508) 620-6900


gwegrzyn@collections-law.com

    acohen@collections-law.com

    


 


Dated:


 


CERTIFICATE OF SERVICE


 


I certify that a copy of the foregoing was filed
electronically today via the Court’s CM/ECF Electronic Filing System. A Notice of Electronic Filing will be sent by e-mail to all
parties via operation of the Court’s CM/ECF Electronic Filing System or by mail to anyone unable to accept electronic filing as
indicated on the Notice. Parties may access this filing through the Court’s CM/ECF System.


 


	Dated:	/s/ Aaron D. Rosenberg



 


 


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