SYSX Sysorex Inc (CE)

On September 3, 2021, the board of directors (the “Board”) of Sysorex, Inc. (the “Company”) increased the size of the Board from two (2) to five (5) members and elected William B. Stilley, III to fill one of the resulting vacancies, effective immediately. In addition, Mr. Stilley was appointed to the Audit Committee of the Board. The Board has determined that Mr. Stilley is an independent director and eligible to serve on the Audit Committee in accordance with applicable rules of the U.S. Securities and Exchange Commission and the Nasdaq Stock Market.

In connection with his election to the Board, Mr. Stilley entered into a certain Board of Directors Agreement (the “BOD Agreement”) with the Company on September 3, 2021 (the “Effective Date”), whereby Mr. Stilley shall be awarded 50,000 shares of restricted common stock of the Company within five (5) business days of the Effective Date for the his first, one (1) year of services as a director. Mr. Stilley shall further be entitled to a quarterly cash payment of $20,000, which shall accrue at the end of each calendar quarter beginning in the third (3^rd) quarter of 2021, and each subsequent quarter during the term of the BOD Agreement, contingent on continuing to provide the services as of each date, and shall be prorated based on the Effective Date.

The BOD Agreement contains customary provisions addressing obligations for agreements of this type such as confidentiality, cooperation, dispute resolution, termination, insurance, future lock-up agreements, the Company’s duty to reimburse reasonable expenses, etc. In addition, Mr. Stilley became a party to the Company’s standard form of indemnification agreement (the “Indemnification Agreement”) contemporaneously with his election as a member of the Board, pursuant to which the Company agreed to indemnify him to the fullest extent permitted by applicable law, from and against any and all losses, liabilities, claims, damages, and certain expenses arising out of any event or occurrence related to the fact that he is or was a director of the Company.

There is no understanding or arrangement between Mr. Stilley and any other person or persons with respect to his election as a director. Additionally, there are no transactions involving the Company and Mr. Stilley that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.

The foregoing summary of the BOD Agreement and the Indemnification Agreement does not purport to be complete and is subject to, and qualified in its entirety reference to the BOD Agreement and the form of Indemnification Agreement which are included as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.