SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 12th, 2021 • Sysorex, Inc. • Services-computer programming services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July ___, 2021, between Sysorex, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SECURITY AGREEMENTSecurity Agreement • July 12th, 2021 • Sysorex, Inc. • Services-computer programming services • New York
This SECURITY AGREEMENT, dated as of July __, 2021 (this “Agreement”), is among Sysorex, Inc., a Nevada corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and 1 together with the Company, the “Debtors”) and the holders of the Company’s 12.5% Senior Secured Original Issue Discount Convertible Debentures due July __, 2022, unless extended pursuant to the terms therein (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • July 12th, 2021 • Sysorex, Inc. • Services-computer programming services • New York
SUBSIDIARY GUARANTEE, dated as of July __, 2021 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”), to that certain Securities Purchase Agreement, dated as of the date hereof, by and among Sysorex, Inc., a Nevada corporation (the “Company”), and the Purchasers (the “Purchase Agreement”).
JOSEPH GUNNAR & CO., LLCPlacement Agent Agreement • July 12th, 2021 • Sysorex, Inc. • Services-computer programming services • New York
This will confirm our agreement that Sysorex, Inc. (the “Company”) has engaged Joseph Gunnar & Co., LLC (“Placement Agent”) to act as the Company’s exclusive Placement Agent with respect effectuating an Offering of its securities for a twelve-month term (the “Term”). For purposes of this agreement, the term “Offering” means a private placement pursuant to which the Company will be offering a minimum of $9,000,000 (“Minimum Amount”) and up to a maximum of $13,500,000 and an over-allotment option of $1,687,500 (together $15,187,500, the “Maximum Amount”) of Debentures and Warrants. Based on the 12.5% Original Issue Discount on the Debentures, gross proceeds in cash payments from investors shall be $8,000,000 on the Minimum Amount and $12,000,000 on the Maximum Amount ($13,500,000 including the over-allotment option of $1,500,000). Placement of the Debentures and Warrants will be made on a “commercially reasonable efforts,” “all-or-none” basis with respect to the Minimum Amount and on a “
