Exhibit 10.7


 


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. (the “Company”) and First Choice International Company, Inc. (the “First Choice”). 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 First Choice 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 grant a right to an aggregate of 5,272,4071 shares of Company
common stock (“Common Stock”) (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 First Choice shall
have the right to the issuance of the Rights Shares, subject to adjustment hereunder (such right of First Choice, 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 Reserved Shares.


 


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


 


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 First Choice at the address of First Choice appearing on the books of the Company) of a duly executed facsimile or .PDF 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. First Choice 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. First
Choice 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.


 


 


 






		1	Number of shares shall not exceed 9.99% of the total issued and
outstanding shares of Common Stock of the Company.



 






     


     


    

 


Section
2.3 Delivery of Certificates. Certificates or Direct Registration System (“DRS”) book entry statements for
the Rights Shares issued hereunder shall be transmitted by the Transfer Agent to First Choice by crediting the account of First Choice’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 (or a similar system such as DRS) and either (A) there is an effective registration statement
permitting the issuance of the Rights Shares to or resale of the Rights Shares by First Choice or (B) the Rights Shares are eligible for
resale by First Choice without volume or manner- of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address
specified by First Choice 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
First Choice or any other person so designated to be named therein shall be deemed to have become a beneficial 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 First Choice,
if the Company fails to cause the Transfer Agent to transmit to First Choice 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 First Choice is required by its broker to purchase (in an open market transaction or otherwise) or First Choice’s
brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by First Choice of the Rights Shares which
First Choice anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to First
Choice the amount, if any, by which (x) First Choice’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 First Choice 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 First Choice, 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 First Choice shall promptly
return to the Company the certificates issued to First Choice pursuant to the rescinded Notice of Issuance) or deliver to First Choice
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 First Choice 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 First Choice $1,000. First Choice shall provide
the Company written notice indicating the amounts payable to First Choice in respect of the Buy-In and, upon request of the Company, evidence
of the amount of such loss. Nothing herein shall limit First Choice’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 First Choice 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 First Choice or in such name or names as may be directed
by First Choice; provided, however, that in the event certificates for Rights Shares are to be issued in a name other than
the name of First Choice, First Choice shall deliver the Assignment Form attached hereto duly executed by First Choice 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.


 




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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.


 


Section 2.7 Limitations.
First Choice 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, First Choice (together with
First Choice’s affiliates, and any other persons acting as a group together with First Choice or any of First Choice’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 First Choice 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 First Choice 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 First Choice or
any of its Affiliates. The Company shall not be liable for any instruction received by First Choice. 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 First Choice that the Company is not
representing to First Choice that such calculation is in compliance with Section 13(d) of the Exchange Act and First Choice 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 First
Choice together with any affiliates) and of which portion of the Right is exercisable shall be in the sole discretion of First
Choice, and the submission of a Notice of Issuance shall be deemed to be First Choice’s determination of whether the Right is
exercisable (in relation to other securities owned by First Choice 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, First Choice 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
First Choice, the Company shall within two (2) Trading Days confirm orally and in writing to First Choice 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 First Choice 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. First Choice, 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 First Choice 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 First Choice under the Settlement Agreement are hereby
granted to First Choice 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 First Choice will be entitled to acquire, upon the terms applicable
to such Purchase Rights, the aggregate Purchase Rights which First Choice could have acquired if First Choice 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 First Choice’s right to participate
in any such Purchase Right would result in First Choice exceeding the Beneficial Ownership Limitation, then First Choice 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 First Choice until such time, if ever,
as its right thereto would not result in First Choice exceeding the Beneficial Ownership Limitation).


 






    4


     


    

 


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 transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer
(whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or
exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding
Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification,
reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is
effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one
or more related transactions consummates a stock or share 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, First Choice shall have the right to receive, for each
Rights Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction,
at the option of First Choice (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.


 


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 First Choice at its address on
the signature page to the Purchase 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 the Subsidiaries, the Company shall
simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. First Choice 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.


 






    5


     


    

 


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 First
Choice 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.


 


Section
4.2 Division of Rights. The Right 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
First Choice 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 First Choice shall apply with respect to this
Agreement.


 


Section 7. Miscellaneous.


 


Section
7.1 No Rights as Stockholder Until Exercise. This Agreement does not entitle First Choice 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 First
Choice, 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 First Choice 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 that 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 First
Choice shall operate as a waiver of such right or otherwise prejudice First Choice’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 First Choice, the Company shall pay to First Choice 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 First Choice 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 First Choice 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 are an original thereof.


 


[SIGNATURE PAGE FOLLOWS]


 




    7


     


    


 


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 
	 	 	Attn: Zaman Khan, CEO
	By:	/s/ Zaman Khan	 	Zaman.Khan@sysorexinc.com
	Name: 	 Zaman Khan	 	 
	Title:	Chief Executive Officer	 	 



 





	FIRST CHOICE INTERNATIONAL COMPANY, INC.	Address for Notice:

	 	 	First Choice International Company, Inc.

	 	 	21399 Marina Cove Circle, Unit M14

	 	 	Aventura, FL 33180

	By:	/s/ Mark H. Peikin	 	Attn: Mark H. Peikin, CEO

	Name: 	 Mark H. Peikin
	 	1stchoiceintlco@gmail.com
	Title:	Chief Executive Officer	 	 


 





[REMAINDER OF PAGE INTENTIONALLY
LEFT BLANK


SIGNATURE PAGE FOR FIRST CHOICE FOLLOWS]


 




     


     


    


 


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 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: _________________________________________________________________________________________


 




     


     


    


 


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, First Choice
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 First Choice’s signature page of 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.