Statement of Ownership (sc 13g)
30 Abril 2021 - 5:15PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
SYSOREX,
INC.
(Name
of Issuer)
COMMON
STOCK, $0.00001 par value
(Title
of Class of Securities)
87185L206
(CUSIP
Number)
Andrew
J. Resnick
2700
Bay Avenue
Miami
Beach, FL 33140
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April
29, 2021
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[X]
Rule 13d-1(c)
[ ] Rule 13d-1(d)
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*
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The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures
provided in a prior cover page.
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The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
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1.
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Name:
Ressence LLC
EIN:
46-4189977
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
[ ]
(b)
[ ]
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
Florida
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
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5.
Sole Voting Power
5,123,124
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6.
Shared Voting Power
0
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7.
Sole Dispositive Power
5,123,124
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8.
Shared Dispositive Power
0
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
5,123,124
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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[ ]
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11.
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Percent
of Class Represented by Amount in Row (9)*
3.40%
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12.
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Type
of Reporting Person:
OO
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1.
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Name:
Light Field Realty LLC
EIN:
83-2132204
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
[ ]
(b)
[ ]
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
Delaware
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
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5.
Sole Voting Power
621,092
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6.
Shared Voting Power
0
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7.
Sole Dispositive Power
621,092
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8.
Shared Dispositive Power
0
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
621,092
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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[ ]
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11.
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Percent
of Class Represented by Amount in Row (9)*
0.41%
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12.
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Type
of Reporting Person:
OO
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1.
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Name:
Andrew J. Resnick
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
[ ]
(b)
[ ]
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
U.S.
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
|
5.
Sole Voting Power
11,280,209
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6.
Shared Voting Power
0
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7.
Sole Dispositive Power
11,280,209
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8.
Shared Dispositive Power
0
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
11,280,209
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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[ ]
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11.
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Percent
of Class Represented by Amount in Row (9)*
7.49%
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12.
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Type
of Reporting Person:
IN
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*
The percentage calculation is based on 150,537,427 shares of common stock, par value $0.00001 per share, of Sysorex, Inc., a Nevada
corporation (the “Company”), outstanding as of the close of business on April 14, 2021, as reported in the Current
Report on Form 8-K of the Company dated April 14, 2021.
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ITEM
1.
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(a)
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Name
of Issuer:
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SYSOREX,
INC.
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(b)
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Address
of Issuer’s Principal Executive Offices:
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13880
Dulles Corner Lane,
Suite
175
Herndon,
Virginia 20171.
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ITEM
2.
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(a)
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Name
of Person Filing:
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This
report is filed by Ressence LLC, Light Field Realty LLC and Andrew J. Resnick with respect to 5,123,124 shares owned by Ressence
LLC, 621,092 shares owned by Light Field Realty LLC and 5,535,993 shares owned personally by Andrew J. Resnick for a total
of 11,280,209 shares of the Issuer’s common stock that are directly beneficially owned by and filed by Andrew J. Resnick,
who is the Managing Member of each of the foregoing entities and has dispositive and voting power over the shares held by
the foregoing entities and the shares held in his name.
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(b)
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Address
of Principal Business Office, or if None, Residence:
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2700
Bay Avenue
Miami
Beach, FL 33140
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(c)
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Citizenship:
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U.S.
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(d)
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Title
of Class of Securities:
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Common
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(e)
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CUSIP
Number:
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87185L206
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ITEM
3.
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IF
THIS STATEMENT IS FILED PURSUANT TO SS.240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
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(a)
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[ ]
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Broker
or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
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(b)
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[ ]
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Bank
as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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[ ]
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Insurance
company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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[ ]
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Investment
company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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[ ]
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An
investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E);
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(f)
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[ ]
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An
employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F);
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(g)
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[ ]
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A
parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G);
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(h)
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[ ]
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A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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[ ]
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A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3);
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(j)
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[ ]
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Group,
in accordance with ss.240.13d-1(b)(1)(ii)(J).
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ITEM
4.
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OWNERSHIP.
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Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified
in Item 1.
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(a)
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Amount
beneficially owned:
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11,280,209
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(b)
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Percent
of class:
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7.49%*
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(c)
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Number
of shares as to which such person has:
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(i)
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Sole
power to vote or to direct the vote:
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11,280,209
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(ii)
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Shared
power to vote or to direct the vote:
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0
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(iii)
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Sole
power to dispose or to direct the disposition of:
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11,280,209
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(iv)
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Shared
power to dispose or to direct the disposition of:
0
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*
The percentage calculation is based on 150,537,427 shares of common stock, par value $0.00001 per share, of Sysorex, Inc.,
a Nevada corporation (the “Company”), outstanding as of the close of business on April 14, 2021, as reported in
the Current Report on Form 8-K of the Company dated April 14, 2021.
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ITEM
5.
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OWNERSHIP
OF FIVE PERCENT OR LESS OF A CLASS.
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If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following [ ]
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ITEM
6.
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OWNERSHIP
OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
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N/A
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ITEM
7.
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IDENTIFICATION
AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
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N/A
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ITEM
8.
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IDENTIFICATION
AND CLASSIFICATION OF MEMBERS OF THE GROUP.
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N/A
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ITEM
9.
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NOTICE
OF DISSOLUTION OF GROUP.
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N/A
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ITEM
10.
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CERTIFICATIONS.
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By
signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect
, other than activities solely in connection with a nomination under § 240.14a-11.
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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Ressence
LLC
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Date:
April 30, 2021
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By:
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/s/
Andrew J. Resnick
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Name:
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Andrew
J. Resnick
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Title:
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Managing Member
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Light
Field Realty LLC
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Date:
April 30, 2021
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By:
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/s/
Andrew J. Resnick
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Name:
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Andrew
J. Resnick
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Title:
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Managing Member
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Andrew
J. Resnick
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Date:
April 30, 2021
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By:
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/s/
Andrew J. Resnick
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Name:
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Andrew
J. Resnick
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EXHIBIT
A
to
Schedule
13G
The
group members are as follows:
Ressence
LLC
Light
Field Realty LLC
Andrew
J. Resnick
EXHIBIT
B
to
Schedule
13G
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing
on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to 11,280,209 shares of Common
Stock of SYSOREX, INC. and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.
The
undersigned further agree that each party hereto is responsible for the timely filing of such Schedule 13G and any amendments
thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided, however,
that no party is responsible for the completeness or accuracy of the information concerning any other party making the filing,
unless such party knows or has reason to believe that such information is inaccurate.
IN
WITNESS WHEREOF, the parties have executed this Joint Filing Agreement on April 30, 2021
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Ressence
LLC
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Date:
April 30, 2021
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By:
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/s/
Andrew J. Resnick
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Name:
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Andrew
J. Resnick
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Title:
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Managing Member
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Light
Field Realty LLC
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Date:
April 30, 2021
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By:
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/s/
Andrew J. Resnick
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Name:
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Andrew
J. Resnick
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Title:
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Managing Member
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Andrew
J. Resnick
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Date:
April 30, 2021
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By:
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/s/
Andrew J. Resnick
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Name:
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Andrew
J. Resnick
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