BIGGER CAPITAL FUND, LP

2250 Red Springs Drive

Las Vegas, NV 89135

May 2, 2022

Bigger Capital Fund, LP and District 2 Capital Fund LP

to Work with Sysorex to Maximize the Present Value

Dear Fellow Shareholders,

Bigger Capital Fund, LP and District 2 Capital Fund LP (together with its affiliates, the
“Funds”), are now among the largest shareholders of Sysorex, Inc. (“Sysorex” or the “Company”),
with ownership of approximately 9.6% of the Company’s outstanding common stock. Bigger
Capital Fund, LP and District 2 Capital Fund LP are research intensive investment funds. The
Funds are led by Michael Bigger, a highly respected value investor who has achieved great success
investing in various companies over more than 30 years. Joining Michael in the District 2 Capital
Fund LP entity is Eric Schlanger, Co-Portfolio Manager and former Head of Equities, Americas
at Barclays.

The Funds believe there is significant untapped value in Sysorex. The Funds do not intend
to advocate for, or otherwise have any plans with respect to any operational or management
changes; instead, the Funds intend to work with Sysorex regarding strategic matters to better
position the Company to recognize this untapped potential.

Specifically, subject to the satisfaction of certain closing conditions, Sysorex intends to

close on or about May 24, 2022, the transaction outlined in a Heads of Terms (the “Heads of
Terms”), dated March 24, 2022, between Sysorex and Ostendo Technologies, Inc. (“Ostendo”).
Upon closing, Sysorex will be the beneficial owner of 7,291,667 shares of Ostendo’s preferred
stock (the “Ostendo Preferred Shares”).

Ostendo is a technology company that designed a Quantum Photonic Imager platform,

purpose-built, to create next-generation, light field semiconductor chips and augmented reality
hardware for consumer, enterprise and defense applications. With the financial backing of industry
heavy-weights such as PayPal co-founder Peter Thiel and funding from government agencies
including DARPA, Ostendo is the creator of what the Funds believe is ground-breaking technology
with a wide array of applicability augmenting reality and enriching the metaverse.

Pursuant to the Heads of Terms, the Ostendo Preferred Shares are valued at $70,000,000.
Mr. Bigger and the Funds strongly believe in the viability of the technology and the growth
potential of Ostendo’s products; Mr. Bigger was further very impressed with a demonstration of
Ostendo’s augmented reality glasses, which he personally experienced. Notwithstanding the
above, neither Mr. Bigger nor the Funds have independently verified this valuation, which is based
on the valuation attributable to Ostendo’s most recent, approximately $40 million, raise (Ostendo
represents it has raised nearly $290 million to date from prominent investors). After the

6269062-3
announcement of the Heads of Terms, the Funds increased their respective position in Sysorex to
become one of the largest shareholders of Sysorex.

In addition to owning an approximate 9.6% interest in the Company’s common stock, the
Funds hold an aggregate of (i) $2,250,000 in 12.5% Original Issue Discount Senior Secured
Convertible Debentures (the “Debentures”) and (ii) warrants to purchase an aggregate of 796,112
shares of Sysorex’s common stock. While the Debentures have a floating conversion price based
on the trading price of Sysorex’s common stock, the Funds have no intention of converting the
Debentures into shares of Sysorex’s common stock for the foreseeable future. As indicated above,
the Funds own common stock of Sysorex and may also engage in future transactions with respect
to Sysorex’s common stock including both purchases and sales.

This letter may contain forward-looking statements, including statements as to anticipated

or expected results, beliefs, opinions, and future financial performance. The forward-looking
statements are based on current expectations and assumptions and involve risks and uncertainties
that may cause the Company’s actual experience to differ materially from that anticipated.

The views contained in this letter represent the opinions of the Funds as of the date hereof
based solely on publicly available information and do not represent investment advice in any way.
In addition, the Ostendo Preferred Shares are only one element that may be used to value the
securities of the Company. Investors and other parties interested in the Company are encouraged
to do their own analysis of the Ostendo Preferred Shares and the Company. The Funds reserve the
right to change any of their opinions expressed herein at any time and for any reason and expressly
disclaim any obligation to correct, update or revise the information contained herein. The
information included in this letter may not contain all of the information required in order to
evaluate the value of the Company, the Ostendo Preferred Shares or its other current or future
securities. Investors should seek independent financial advice regarding the suitability of investing
in any securities or of following any investment strategies; the Funds are not offering or providing
such services in connection with this letter or otherwise making a recommendation to buy or sell
any of the Company’s securities.

Sincerely,
Bigger Capital Fund, LP

6269062-3
 sc13d10022002_05022022.htm 05/02/2022 04:04 PM 1 of 21

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. )1

Sysorex, Inc.
(Name of Issuer)

Common Stock, par value $0.00001 per share

(Title of Class of Securities)

87185L206
(CUSIP Number)

MICHAEL BIGGER
BIGGER CAPITAL FUND, LP
2250 Red Springs Drive
Las Vegas, NV 89135
(631) 987-0235
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

April 22, 2022

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this
Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box .

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all
exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

1 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 disclosures provided in a
prior cover page.

The information required on 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).
 sc13d10022002_05022022.htm 05/02/2022 04:04 PM 2 of 21

CUSIP No. 87185L206

1 NAME OF REPORTING PERSON

Bigger Capital Fund, LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
(b) ☐

3 SEC USE ONLY

4 SOURCE OF FUNDS

WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT ☐
TO ITEM 2(d) OR 2(e)

6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 21,650,000
PERSON WITH 9 SOLE DISPOSITIVE POWER

0
10 SHARED DISPOSITIVE POWER

21,650,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

21,650,000*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN ☐
SHARES

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.4%*
14 TYPE OF REPORTING PERSON

PN

* Does not consist of (i) shares of the Issuer’s Common Stock, par value $0.00001 per share (the “Common Stock”), issuable upon
the conversion of the 12.5% Original Issue Discount Senior Secured Convertible Debentures (the “Debentures”) because the
Debentures are subject to a 4.99% blocker and (ii) shares of Common Stock issuable upon the exercise of warrants (“Warrants”)
because the Warrants are not exercisable within 60 days.
2
 sc13d10022002_05022022.htm 05/02/2022 04:04 PM 3 of 21

CUSIP No. 87185L206

1 NAME OF REPORTING PERSON

Bigger Capital Fund GP, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
(b) ☐

3 SEC USE ONLY

4 SOURCE OF FUNDS

AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT ☐
TO ITEM 2(d) OR 2(e)

6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 21,650,000
PERSON WITH 9 SOLE DISPOSITIVE POWER

0
10 SHARED DISPOSITIVE POWER

21,650,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

21,650,000*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN ☐
SHARES

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.4%*
14 TYPE OF REPORTING PERSON

OO

* Does not consist of (i) shares of Common Stock issuable upon the conversion of the Debentures because the Debentures are
subject to a 4.99% blocker and (ii) shares of Common Stock issuable upon the exercise of Warrants because the Warrants are not
exercisable within 60 days.
3
 sc13d10022002_05022022.htm 05/02/2022 04:04 PM 4 of 21

CUSIP No. 87185L206

1 NAME OF REPORTING PERSON

District 2 Capital Fund LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
(b) ☐

3 SEC USE ONLY

4 SOURCE OF FUNDS

WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT ☐
TO ITEM 2(d) OR 2(e)

6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 7,000,000
PERSON WITH 9 SOLE DISPOSITIVE POWER

0
10 SHARED DISPOSITIVE POWER

7,000,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,000,000*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN ☐
SHARES

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.4%*
14 TYPE OF REPORTING PERSON

PN

* Does not consist of (i) shares of Common Stock issuable upon the conversion of the Debentures because the Debentures are
subject to a 4.99% blocker and (ii) shares of Common Stock issuable upon the exercise of Warrants because the Warrants are not
exercisable within 60 days.
4
 sc13d10022002_05022022.htm 05/02/2022 04:04 PM 5 of 21

CUSIP No. 87185L206

1 NAME OF REPORTING PERSON

District 2 Capital LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
(b) ☐

3 SEC USE ONLY

4 SOURCE OF FUNDS

AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT ☐
TO ITEM 2(d) OR 2(e)

6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 7,000,000
PERSON WITH 9 SOLE DISPOSITIVE POWER

0
10 SHARED DISPOSITIVE POWER

7,000,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,000,000*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN ☐
SHARES

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.4%*
14 TYPE OF REPORTING PERSON

PN

* Does not consist of (i) shares of Common Stock issuable upon the conversion of the Debentures because the Debentures are
subject to a 4.99% blocker and (ii) shares of Common Stock issuable upon the exercise of Warrants because the Warrants are not
exercisable within 60 days.
5
 sc13d10022002_05022022.htm 05/02/2022 04:04 PM 6 of 21

CUSIP No. 87185L206

1 NAME OF REPORTING PERSON

District 2 GP LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
(b) ☐

3 SEC USE ONLY

4 SOURCE OF FUNDS

AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT ☐
TO ITEM 2(d) OR 2(e)

6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 7,000,000
PERSON WITH 9 SOLE DISPOSITIVE POWER

0
10 SHARED DISPOSITIVE POWER

7,000,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,000,000*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN ☐
SHARES

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.4%*
14 TYPE OF REPORTING PERSON

OO

* Does not consist of (i) shares of Common Stock issuable upon the conversion of the Debentures because the Debentures are
subject to a 4.99% blocker and (ii) shares of Common Stock issuable upon the exercise of Warrants because the Warrants are not
exercisable within 60 days.
6
 sc13d10022002_05022022.htm 05/02/2022 04:04 PM 7 of 21

CUSIP No. 87185L206

1 NAME OF REPORTING PERSON

District 2 Holdings LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
(b) ☐

3 SEC USE ONLY

4 SOURCE OF FUNDS

AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT ☐
TO ITEM 2(d) OR 2(e)

6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 7,000,000
PERSON WITH 9 SOLE DISPOSITIVE POWER

0
10 SHARED DISPOSITIVE POWER

7,000,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,000,000*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN ☐
SHARES

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.4%*
14 TYPE OF REPORTING PERSON

OO

* Does not consist of (i) shares of Common Stock issuable upon the conversion of the Debentures because the Debentures are
subject to a 4.99% blocker and (ii) shares of Common Stock issuable upon the exercise of Warrants because the Warrants are not
exercisable within 60 days.
7
 sc13d10022002_05022022.htm 05/02/2022 04:04 PM 8 of 21

CUSIP No. 87185L206

1 NAME OF REPORTING PERSON

Michael Bigger
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
(b) ☐

3 SEC USE ONLY

4 SOURCE OF FUNDS

AF, PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT ☐
TO ITEM 2(d) OR 2(e)

6 CITIZENSHIP OR PLACE OF ORGANIZATION

USA
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 18,303,000
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 28,650,000
PERSON WITH 9 SOLE DISPOSITIVE POWER

18,303,000
10 SHARED DISPOSITIVE POWER

28,650,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

46,953,000*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN ☐
SHARES

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.5%*
14 TYPE OF REPORTING PERSON

IN

* Consists of (i) 21,650,000 shares of Common Stock owned by Bigger Capital, (ii) 7,000,000 shares of Common Stock owned by
District 2 CF and (iii) 18,303,000 shares of Common Stock directly owned by Michael Bigger’s IRA. Does not consist of (i) shares
of Common Stock issuable upon the conversion of the Debentures because the Debentures are subject to a 4.99% blocker and (ii)
shares of Common Stock issuable upon the exercise of Warrants because the Warrants are not exercisable within 60 days.
8
 sc13d10022002_05022022.htm 05/02/2022 04:04 PM 9 of 21

CUSIP No. 87185L206

1 NAME OF REPORTING PERSON

Eric Schlanger
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
(b) ☐

3 SEC USE ONLY

4 SOURCE OF FUNDS

AF, PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT ☐
TO ITEM 2(d) OR 2(e)

6 CITIZENSHIP OR PLACE OF ORGANIZATION

USA
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 500,000
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 7,000,000
PERSON WITH 9 SOLE DISPOSITIVE POWER

500,000
10 SHARED DISPOSITIVE POWER

7,000,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,500,000*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN ☐
SHARES

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.5%*
14 TYPE OF REPORTING PERSON

IN

* Consists of (i) 7,000,000 shares of Common Stock owned by District 2 CF and (ii) 500,000 shares of Common Stock directly
owned by Eric Schlanger. Does not consist of (i) shares of Common Stock issuable upon the conversion of the Debentures because
the Debentures are subject to a 4.99% blocker and (ii) shares of Common Stock issuable upon the exercise of Warrants because the
Warrants are not exercisable within 60 days.
9
 sc13d10022002_05022022.htm 05/02/2022 04:04 PM 10 of 21

CUSIP No. 87185L206

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

Item 1. Security and Issuer.

This statement relates to the shares of common stock, par value $0.00001 per share, (the “Shares”), of Sysorex,
Inc., a Nevada corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 13880 Dulles Corner Lane,
Suite 120, Herndon, Virginia 20171.

Item 2. Identity and Background.

(a) This statement is filed by:

(i) Bigger Capital Fund, LP, a Delaware limited partnership (“Bigger Capital”), with respect to the
Shares directly and beneficially owned by it;

(ii) Bigger Capital Fund GP, LLC, a Delaware limited liability company (“Bigger GP”), as the
general partner of Bigger Capital;

(iii) District 2 Capital Fund LP, a Delaware limited partnership (“District 2 CF”), with respect to the
Shares directly and beneficially owned by it;

(iv) District 2 Capital LP, a Delaware limited partnership (“District 2”), as the investment manager
of District 2 CF;

(v) District 2 GP LLC, a Delaware limited liability company (“District 2 GP”), as the general
partner of District 2 CF;

(vi) District 2 Holdings LLC, a Delaware limited liability company (“District 2 Holdings”), as the
managing member of District 2 GP;

(vii) Michael Bigger (“Mr. Bigger”), in his individual capacity and as a managing member of each
of Bigger GP and District 2 Holdings; and

(viii) Eric Schlanger (“Mr. Schlanger”), in his individual capacity and as a managing member of
District 2 Holdings.

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of
the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting
Persons are hereby filing a joint Schedule 13D.

(b) The business address of each of Bigger Capital, Bigger GP and Mr. Bigger is 2250 Red Springs Drive, Las
Vegas, NV 89135. The business address of each of District 2 CF, District 2, District 2 GP, District 2 Holdings and Mr. Schlanger is
175 W. Carver Street, Huntington, NY 11743.

(c) The principal business of each of Bigger Capital and District 2 CF is investing in securities. The principal
business of Bigger GP is serving as the general partner of Bigger Capital. The principal business of District 2 is serving as the
investment manager of District 2 CF. The principal business of District 2 GP is serving as the general partner of District 2 CF. The
principal business of District 2 Holdings is serving as the managing member of District 2 GP. The principal occupation of Mr.
Bigger is serving as the managing member of Bigger GP and the managing member of District 2 Holdings. The principal
occupation of Mr. Schlanger is serving as a partner of District 2 Holdings.

10
 sc13d10022002_05022022.htm 05/02/2022 04:04 PM 11 of 21

CUSIP No. 87185L206

(d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).

(e) No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.

(f) Each of Bigger Capital, District 2 CF and District 2 are Delaware limited partnerships. Each of Bigger GP,
District 2 GP and District 2 Holdings are Delaware limited liability companies. Mr. Bigger and Mr. Schlanger are citizens of the
United States of America.

Item 3. Source and Amount of Funds or Other Consideration.

The Shares purchased by each of Bigger Capital and District 2 CF were purchased with working capital (which
may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market
purchases. The Shares purchased by each of Mr. Bigger and Mr. Schlanger were purchased with personal funds (which may, at any
given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The
aggregate purchase price of the 21,650,000 Shares beneficially owned by Bigger Capital is approximately $214,784, excluding
brokerage commissions. The aggregate purchase price of the 7,000,000 Shares beneficially owned by District 2 CF is
approximately $48,200, excluding brokerage commissions. The aggregate purchase price of the 18,303,000 Shares beneficially
owned by Mr. Bigger’s IRA is approximately $161,379, excluding brokerage commissions. The aggregate purchase price of the
500,000 Shares beneficially owned by Mr. Schlanger is approximately $4,725, excluding brokerage commissions. The purchase
prices reflected in this Item 3 do not reflect the purchases related to the Debentures nor the Warrants as further described in Item 6.

Item 4. Purpose of Transaction.

The Reporting Persons acquired the securities of the Issuer based on the Reporting Persons’ belief that such
securities, when purchased, were undervalued and represented an attractive investment opportunity. The Reporting Persons believe
that there are numerous operational and strategic opportunities to maximize shareholder value and the Reporting Persons intend to
engage in a dialogue with the Issuer’s management, Board of Directors (the “Board”), the holders of the Debentures and Warrants,
and the Issuer’s shareholders regarding these matters.

The Reporting Persons intend to consider, explore and/or develop plans and/or make proposals (whether
preliminary or final, including with other third parties) with respect to, among other things, the Issuer’s operations, management,
Board structure (including Board composition), capital or corporate structure, capital allocation policies, strategy and plans, and
potential business combinations and strategic alternatives involving the Issuer or certain of the Issuer’s businesses or assets,
including transactions in which the Reporting Persons may seek to participate and potentially engage in (including with other third
parties), or may change their intention with respect to any and all matters referred to in this Item 4. The Reporting Persons intend to
communicate with the Issuer’s management, Board, holders of the Debentures and Warrants, and the shareholders about a broad
range of operational and strategic matters and to communicate with other shareholders or third parties, including potential acquirers
and financing sources, regarding the Issuer and the Reporting Persons’ investment in the Issuer. The Reporting Persons may
exchange information with any such persons pursuant to appropriate confidentiality or similar agreements.

11
 sc13d10022002_05022022.htm 05/02/2022 04:04 PM 12 of 21

CUSIP No. 87185L206

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set
forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection
with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in
the Issuer on a continuing basis and depending upon various factors, including, without limitation, the Issuer’s financial position
and strategic direction, overall market conditions, the outcome of any discussions referenced above, other investment opportunities
available to the Reporting Persons, and the availability of securities of the Issuer at prices that would make the purchase or sale of
such securities desirable, the Reporting Persons may endeavor to purchase additional Shares, sell some or all of their Shares, or
engage in short selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative
instruments. In addition, the Reporting Persons may, at any time and from time to time, (i) review or reconsider their position
and/or change their purpose and/or formulate plans or proposals with respect thereto and (ii) propose or consider one or more of the
actions described in subparagraphs (a) - (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

Items 5(a) – (c) are hereby to read as follows:

The aggregate percentage of Shares reported owned by each Reporting Person is based upon 494,443,611 Shares
outstanding as of April 29, 2022, which is the total number of Shares outstanding as reported on the OTC Markets website.

The ownership of each Reporting Person in this Item 5 does not reflect the Debentures nor the Warrants that are
further described in Item 6. If such Debentures were converted or such Warrants were exercised, the amount of Shares described
below would be higher.

1. Bigger Capital

(a) As of the close of business on the date hereof, Bigger Capital beneficially owned 21,650,000 Shares.

Percentage: Approximately 4.4%

(b) 1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 21,650,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 21,650,000

(c) The transactions in the Shares by Bigger Capital during the past sixty days are set forth on Schedule A and are
incorporated herein by reference.

2. Bigger GP

(a) Bigger GP, as the general partner of Bigger Capital, may be deemed the beneficial owner of the 21,650,000
Shares owned by Bigger Capital.

Percentage: Approximately 4.4%

(b) 1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 21,650,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 21,650,000

(c) Bigger GP has not entered into any transactions in Shares during the past sixty days. The transactions in the
Shares on behalf of each of Bigger Capital, District 2 CF, Mr. Bigger and Mr. Schlanger during the past sixty
days are set forth on Schedule A and are incorporated herein by reference.
12
 sc13d10022002_05022022.htm 05/02/2022 04:04 PM 13 of 21

CUSIP No. 87185L206

3. District 2 CF

(a) As of the close of business on the date hereof, District 2 CF beneficially owned 7,000,000 Shares.

Percentage: Approximately 1.4%

(b) 1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 7,000,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 7,000,000

(c) The transactions in the Shares by District 2 CF during the past sixty days are set forth on Schedule A and are
incorporated herein by reference.

4. District 2

(a) District 2, as the investment manager of District 2 CF, may be deemed the beneficial owner of the 7,000,000
Shares owned by District 2 CF.

Percentage: Approximately 1.4%

(b) 1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 7,000,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 7,000,000

(c) District 2 has not entered into any transactions in Shares during the past sixty days. The transactions in the Shares
on behalf of each of Bigger Capital, District 2 CF, Mr. Bigger and Mr. Schlanger during the past sixty days are set
forth on Schedule A and are incorporated herein by reference.

5. District 2 GP

(a) District 2 GP, as the general partner of District 2 CF, may be deemed the beneficial owner of the 7,000,000
Shares owned by District 2 CF.

Percentage: Approximately 1.4%

(b) 1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 7,000,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 7,000,000

(c) District 2 GP has not entered into any transactions in Shares during the past sixty days. The transactions in the
Shares on behalf of each of Bigger Capital, District 2 CF, Mr. Bigger and Mr. Schlanger during the past sixty
days are set forth on Schedule A and are incorporated herein by reference.
13
 sc13d10022002_05022022.htm 05/02/2022 04:04 PM 14 of 21

CUSIP No. 87185L206

6. District 2 Holdings

(a) District 2 Holdings, as the managing member of District 2 GP, may be deemed the beneficial owner of the
7,000,000 Shares owned by District 2 CF.

Percentage: Approximately 1.4%

(b) 1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 7,000,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 7,000,000

(c) District 2 Holdings has not entered into any transactions in Shares during the past sixty days. The transactions in
the Shares on behalf of each of Bigger Capital, District 2 CF, Mr. Bigger and Mr. Schlanger during the past sixty
days are set forth on Schedule A and are incorporated herein by reference.

7. Mr. Bigger

(a) Mr. Bigger, as the managing member of Bigger GP and the managing member of District 2 Holdings, may be
deemed to beneficially own (i) 21,650,000 Shares owned by Bigger Capital, (ii) 7,000,000 Shares owned by
District 2 CF and (iii) 18,303,000 Shares directly owned by Mr. Bigger’s IRA.

Percentage: Approximately 9.5%

(b) 1. Sole power to vote or direct vote: 18,303,000

2. Shared power to vote or direct vote: 28,650,000
3. Sole power to dispose or direct the disposition: 18,303,000
4. Shared power to dispose or direct the disposition: 28,650,000

(c) The transactions in the Shares by Mr. Bigger during the past sixty days are set forth on Schedule A and are
incorporated herein by reference.

8. Mr. Schlanger

(a) Mr. Schlanger, as the partner of District 2 Holdings, may be deemed to beneficially own (i) 7,000,000 Shares
owned by District 2 CF and (ii) 500,000 Shares directly owned by Mr. Schlanger.

Percentage: Approximately 1.5%

(b) 1. Sole power to vote or direct vote: 500,000

2. Shared power to vote or direct vote: 7,000,000
3. Sole power to dispose or direct the disposition: 500,000
4. Shared power to dispose or direct the disposition: 7,000,000

(c) The transactions in the Shares by Mr. Schlanger during the past sixty days are set forth on Schedule A and are
incorporated herein by reference.

14
 sc13d10022002_05022022.htm 05/02/2022 04:04 PM 15 of 21

CUSIP No. 87185L206

Each Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons for the
purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and, accordingly, may be deemed the beneficial
owner of the Shares directly owned by the other Reporting Persons.

(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the
receipt of dividends from, or proceeds from the sale of, the Shares.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

On July 7, 2021, the Issuer consummated the initial closing of a private placement offering pursuant to the terms
and conditions of that certain Securities Purchase Agreement, dated as of July 7, 2021 (the “Purchase Agreement”), between the
Issuer and forty (40) accredited investors (the “Purchasers”), which included each of Bigger Capital and District 2 CF. At the initial
closing, the Issuer sold the Purchasers (i) the Debentures in an aggregate principal amount of $9,990,000 and (ii) the Warrants to
purchase up to 3,534,751 shares of Common Stock, subject to adjustments provided by the Warrant to Purchase Shares of Common
Stock or Units of Common Stock and Common Stock Purchase Warrants (the “Warrant Agreement”), which represents 100%
warrant coverage. Each of Bigger Capital and District 2 CF subscribed to the Purchase Agreement in the amount of $1,000,000
each. The number of shares of Common Stock issuable to each of Bigger Capital and District 2 CF upon conversion of the
Debentures is dependent on a formula that includes various factors to calculate the amount of shares of Common Stock. The
number of shares of Common Stock issuable to each of Bigger Capital and District 2 CF upon exercise of the Warrants is 398,056.

The Debentures mature on July 7, 2022, subject to a three-month extension upon mutual agreement of the
Company and the holder. The Debentures are convertible into shares of Common Stock at any time following the date of issuance
and prior to Mandatory Conversion (as defined below) at the conversion price equal to the lesser of: (i) $18.00, subject to
adjustment herein and (ii) eighty percent (80%) of the average of the VWAP (as defined in the Debentures) of the Common Stock
during the five Trading Day (as defined in the Debentures) period immediately prior to the applicable Conversion Date (as defined
in the Debentures); provided however, that if at any time after July 7, 2021 there shall be an Event of Default (as defined in the
Debentures), the conversion price in effect on any Conversion Date shall be the lesser of: (i) the $18.00, subject to adjustment
herein, and (ii) fifty percent (50%) of the average of the VWAP of the Common Stock during the five Trading Day period
immediately prior to the applicable Conversion Date. The Debentures are subject to mandatory conversion (“Mandatory
Conversion”) in the event the Issuer closes a registered public offering of its Common Stock and receives gross proceeds of not less
than $40,000,000 and at the completion of which the Issuer’s securities are traded on a national exchange (“Qualified Offering”).
The Debentures contain a beneficial ownership limitation that does not permit a holder of such Debentures to convert any portion
of the Debentures if such holder would beneficially own in excess of 4.99% of the number of shares of Common Stock outstanding
immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of the Debentures. The
Debentures also contain certain price protection provisions providing for adjustment of the number of shares of Common Stock
issuable upon conversion of the Debentures in case of certain future dilutive events or stock-splits and dividends.

15
 sc13d10022002_05022022.htm 05/02/2022 04:04 PM 16 of 21

CUSIP No. 87185L206

The Warrants are exercisable for four years starting on July 7, 2022, at an exercise price equal to (i) in the event
that a Qualified Offering is consummated prior to the exercise of the Warrant, the price per share or unit (if units are offered in the
Qualified Offering) at which the Qualified Offering is made (“Qualified Offering Price”), subject to adjustment thereunder, or (ii)
in the event that no Qualified Offering has been consummated, the lower of: (A) $18.00 and (B) an amount equal to eighty percent
(80%) of the average of VWAP (as defined in the Warrant Agreement when applied to the Warrants) for the Common Stock over
the five Trading Days (as defined in the Purchase Agreement when applied to the Warrants) preceding the date of the delivery of
the applicable exercise notice. Notwithstanding the above, the “Exercise Price” following the occurrence of an event of default
shall mean the lower of: (A) $18.00 and (B) an amount equal to fifty percent (50%) of the average of VWAP for the Common
Stock over the five Trading Days preceding the date of the delivery of the applicable exercise notice or (C) the Qualified Offering
Price. The Warrants have price protection and will be adjusted if the Qualified Offering price is below the exercise price. If there is
no effective registration statement covering the resale of the shares underlying the Warrants within six months following the closing
of the Qualified Offering: (i) exercise may be via cashless exercise, and (ii) five percent (5%) additional Warrants will be issued by
the Issuer to the holders for any portion of each month without such effective registration statement. The Warrants also contain
certain price protection provisions providing for adjustment of the amount of securities issuable upon exercise of the Warrants in
case of certain future dilutive events or stock-splits and dividends.

On May 2, 2022, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons
agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the
extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the
Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7. Material to be Filed as Exhibits.

4.1 Form of 12.5% Original Issue Discount Senior Secured Convertible Debentures (incorporated by
reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Sysorex, Inc. with the U.S.
Securities and Exchange Commission on July 12, 2021).

4.2 Form of Warrant to Purchase Shares of Common Stock or Units of Common Stock and Common Stock
Purchase Warrants (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by
Sysorex, Inc. with the U.S. Securities and Exchange Commission on July 12, 2021).

10.1 Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Current Report
on Form 8-K filed by Sysorex, Inc. with the U.S. Securities and Exchange Commission on July 12,
2021).

99.1 Joint Filing Agreement by and among the Reporting Persons, dated May 2, 2022.

99.2 Open Letter to Shareholders, dated May 2, 2022.

16
 sc13d10022002_05022022.htm 05/02/2022 04:04 PM 17 of 21

CUSIP No. 87185L206

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the
information set forth in this statement is true, complete and correct.

Dated: May 2, 2022

BIGGER CAPITAL FUND, LP DISTRICT 2 CAPITAL LP

By: Bigger Capital Fund GP, LLC, its general partner By: /s/ Michael Bigger
Michael Bigger
By: /s/ Michael Bigger Managing Member
Michael Bigger
Managing Member
DISTRICT 2 HOLDINGS LLC

DISTRICT 2 CAPITAL FUND LP By: /s/ Michael Bigger

Michael Bigger
By: District 2 GP LLC, its general partner Managing Member

By: /s/ Michael Bigger

Michael Bigger /s/ Michael Bigger
Managing Member MICHAEL BIGGER

DISTRICT 2 GP LLC /s/ Eric Schlanger

ERIC SCHLANGER
By: /s/ Michael Bigger
Michael Bigger
Managing Member

BIGGER CAPITAL FUND GP, LLC

By: /s/ Michael Bigger

Michael Bigger
Managing Member

17
 sc13d10022002_05022022.htm 05/02/2022 04:04 PM 18 of 21

CUSIP No. 87185L206

SCHEDULE A

TRANSACTIONS IN SECURITIES OF THE ISSUER DURING THE PAST SIXTY DAYS

Bigger Capital Fund, LP

Shares of Common Stock

Purchased/(Sold) Price Per Share($) Date of Purchase/Sale
50,000 0.018 04/06/2022
50,000 0.0183 04/06/2022
25,000 0.0175 04/07/2022
25,000 0.01735 04/07/2022
25,000 0.01745 04/07/2022
25,000 0.0174 04/07/2022
25,000 0.015 04/13/2022
25,000 0.0143 04/13/2022
25,000 0.014 04/13/2022
25,000 0.01325 04/13/2022
50,000 0.013 04/13/2022
75,000 0.0125 04/13/2022
75,000 0.0123 04/13/2022
50,000 0.01235 04/13/2022
25,000 0.01225 04/13/2022
25,000 0.012 04/13/2022
25,000 0.0119 04/13/2022
75,000 0.0115 04/14/2022
25,000 0.0112 04/14/2022
100,000 0.011 04/21/2022
100,000 0.0105 04/21/2022
50,000 0.01 04/21/2022
25,000 0.01 04/22/2022
100,000 0.0099 04/22/2022
25,000 0.0095 04/22/2022
100,000 0.0097 04/22/2022
50,000 0.009 04/22/2022
25,000 0.0089 04/22/2022
25,000 0.0088 04/22/2022
25,000 0.0087 04/22/2022
25,000 0.0086 04/22/2022
100,000 0.0085 04/22/2022
25,000 0.00834 04/22/2022
25,000 0.0083 04/22/2022
100,000 0.008 04/22/2022
20,000,000 0.00981 04/22/2022
25,000 0.006 04/25/2022
___________
1 This transaction was executed in multiple trades at prices ranging from $0.0095 to $0.01. The price per share reflects the
weighted average price.
 sc13d10022002_05022022.htm 05/02/2022 04:04 PM 19 of 21

CUSIP No. 87185L206

District 2 Capital Fund LP

Shares of Common Stock Purchased/(Sold) Price Per Share($) Date of Purchase/Sale

2,000,000 0.00672 04/25/2022
2,000,000 0.0054 3 04/26/2022
3,000,000 0.0080 4 04/28/2022
___________
2 This transaction was executed in multiple trades. The price per share reflects the weighted average price.
3 This transaction was executed in multiple trades. The price per share reflects the weighted average price.
4 This transaction was executed in multiple trades. The price per share reflects the weighted average price.
 sc13d10022002_05022022.htm 05/02/2022 04:04 PM 20 of 21

CUSIP No. 87185L206

Michael Bigger’s IRA

Shares of Common Stock

Purchased/(Sold) Price Per Share($) Date of Purchase/Sale
110,000 0.0225 04/01/2022
390,000 0.0227 04/01/2022
100,000 0.0234 04/01/2022
300,000 0.0229 04/01/2022
100,000 0.0228 04/01/2022
50,000 0.0184 04/05/2022
50,000 0.0182 04/05/2022
50,000 0.0181 04/05/2022
75,000 0.01836 04/05/2022
300,000 0.019 04/05/2022
8,000 0.0177 04/06/2022
140,000 0.012 04/13/2022
440,000 0.0136 04/13/2022
900,000 0.013 04/13/2022
250,000 0.01 04/22/2022
250,000 0.00990004 04/22/2022
250,000 0.0097 04/22/2022
250,000 0.009 04/22/2022
500,000 0.0089 04/22/2022
250,000 0.0088 04/22/2022
250,000 0.0087 04/22/2022
250,000 0.0077 04/22/2022
250,000 0.0076 04/22/2022
1,250,000 0.0075 04/22/2022
1,250,000 0.007 04/22/2022
500,000 0.0065 04/22/2022
500,000 0.006 04/22/2022
2,000,000 0.008 04/22/2022
9,589 0.007180102 04/25/2022
250,000 0.0064 04/25/2022
250,000 0.0063 04/25/2022
250,000 0.0062 04/25/2022
1,250,000 0.006 04/25/2022
500,000 0.0072 04/25/2022
990,411 0.0073 04/25/2022
250,000 0.0055 04/26/2022
250,000 0.0054 04/26/2022
500,000 0.0052 04/26/2022
250,000 0.0051 04/26/2022
250,000 0.005 04/26/2022
250,000 0.0049 04/26/2022
250,000 0.0048 04/26/2022
250,000 0.0047 04/26/2022
300,000 0.0072 04/28/2022
160,000 0.007 04/28/2022
180,000 0.0073 04/28/2022
500,000 0.008 04/28/2022
400,000 0.0085 04/28/2022
 sc13d10022002_05022022.htm 05/02/2022 04:04 PM 21 of 21

CUSIP No. 87185L206

Eric Schlanger

Shares of Common Stock Purchased/(Sold) Price Per Share($) Date of Purchase/Sale

250,000 0.0094 04/26/2022
250,000 0.0095 04/26/2022
 ex991to13d10022002_05022022.htm 05/02/2022 04:04 PM 1 of 1

Exhibit 99.1

Joint Filing Agreement

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons
named below agree to the joint filing on behalf of each of them of the Schedule 13D (including any amendments thereto) with
respect to the shares of Common Stock, par value $0.00001, of Sysorex, Inc. This Joint Filing Agreement shall be filed as an
Exhibit to such Statement.

Dated: May 2, 2022

BIGGER CAPITAL FUND, LP DISTRICT 2 CAPITAL LP

By: Bigger Capital Fund GP, LLC, its general partner By: /s/ Michael Bigger
Michael Bigger
By: /s/ Michael Bigger Managing Member
Michael Bigger
Managing Member
DISTRICT 2 HOLDINGS LLC

DISTRICT 2 CAPITAL FUND LP By: /s/ Michael Bigger

Michael Bigger
By: District 2 GP LLC, its general partner Managing Member

By: /s/ Michael Bigger

Michael Bigger /s/ Michael Bigger
Managing Member MICHAEL BIGGER

DISTRICT 2 GP LLC /s/ Eric Schlanger

ERIC SCHLANGER
By: /s/ Michael Bigger
Michael Bigger
Managing Member

BIGGER CAPITAL FUND GP, LLC

By: /s/ Michael Bigger

Michael Bigger
Managing Member
 ex992to13d10022002_05022022.htm 05/02/2022 04:04 PM 1 of 2

BIGGER CAPITAL FUND, LP

2250 Red Springs Drive
Las Vegas, NV 89135

May 2, 2022

Bigger Capital Fund, LP and District 2 Capital Fund LP

to Work with Sysorex to Maximize the Present Value

Dear Fellow Shareholders,

Bigger Capital Fund, LP and District 2 Capital Fund LP (together with its affiliates, the “Funds”), are now among the
largest shareholders of Sysorex, Inc. (“Sysorex” or the “Company”), with ownership of approximately 9.6% of the Company’s
outstanding common stock. Bigger Capital Fund, LP and District 2 Capital Fund LP are research intensive investment funds. The
Funds are led by Michael Bigger, a highly respected value investor who has achieved great success investing in various companies
over more than 30 years. Joining Michael in the District 2 Capital Fund LP entity is Eric Schlanger, Co-Portfolio Manager and
former Head of Equities, Americas at Barclays.

The Funds believe there is significant untapped value in Sysorex. The Funds do not intend to advocate for, or otherwise
have any plans with respect to any operational or management changes; instead, the Funds intend to work with Sysorex regarding
strategic matters to better position the Company to recognize this untapped potential.

Specifically, subject to the satisfaction of certain closing conditions, Sysorex intends to close on or about May 24, 2022,
the transaction outlined in a Heads of Terms (the “Heads of Terms”), dated March 24, 2022, between Sysorex and Ostendo
Technologies, Inc. (“Ostendo”). Upon closing, Sysorex will be the beneficial owner of 7,291,667 shares of Ostendo’s preferred
stock (the “Ostendo Preferred Shares”).

Ostendo is a technology company that designed a Quantum Photonic Imager platform, purpose-built, to create next-
generation, light field semiconductor chips and augmented reality hardware for consumer, enterprise and defense applications. With
the financial backing of industry heavy-weights such as PayPal co-founder Peter Thiel and funding from government agencies
including DARPA, Ostendo is the creator of what the Funds believe is ground-breaking technology with a wide array of
applicability augmenting reality and enriching the metaverse.

Pursuant to the Heads of Terms, the Ostendo Preferred Shares are valued at $70,000,000. Mr. Bigger and the Funds
strongly believe in the viability of the technology and the growth potential of Ostendo’s products; Mr. Bigger was further very
impressed with a demonstration of Ostendo’s augmented reality glasses, which he personally experienced. Notwithstanding the
above, neither Mr. Bigger nor the Funds have independently verified this valuation, which is based on the valuation attributable to
Ostendo’s most recent, approximately $40 million, raise (Ostendo represents it has raised nearly $290 million to date from
prominent investors). After the announcement of the Heads of Terms, the Funds increased their respective position in Sysorex to
become one of the largest shareholders of Sysorex.
 ex992to13d10022002_05022022.htm 05/02/2022 04:04 PM 2 of 2

In addition to owning an approximate 9.6% interest in the Company’s common stock, the Funds hold an aggregate of (i)
$2,250,000 in 12.5% Original Issue Discount Senior Secured Convertible Debentures (the “Debentures”) and (ii) warrants to
purchase an aggregate of 796,112 shares of Sysorex’s common stock. While the Debentures have a floating conversion price based
on the trading price of Sysorex’s common stock, the Funds have no intention of converting the Debentures into shares of Sysorex’s
common stock for the foreseeable future. As indicated above, the Funds own common stock of Sysorex and may also engage in
future transactions with respect to Sysorex’s common stock including both purchases and sales.

This letter may contain forward-looking statements, including statements as to anticipated or expected results, beliefs,
opinions, and future financial performance. The forward-looking statements are based on current expectations and assumptions and
involve risks and uncertainties that may cause the Company’s actual experience to differ materially from that anticipated.

The views contained in this letter represent the opinions of the Funds as of the date hereof based solely on publicly
available information and do not represent investment advice in any way. In addition, the Ostendo Preferred Shares are only one
element that may be used to value the securities of the Company. Investors and other parties interested in the Company are
encouraged to do their own analysis of the Ostendo Preferred Shares and the Company. The Funds reserve the right to change any
of their opinions expressed herein at any time and for any reason and expressly disclaim any obligation to correct, update or revise
the information contained herein. The information included in this letter may not contain all of the information required in order to
evaluate the value of the Company, the Ostendo Preferred Shares or its other current or future securities. Investors should seek
independent financial advice regarding the suitability of investing in any securities or of following any investment strategies; the
Funds are not offering or providing such services in connection with this letter or otherwise making a recommendation to buy or
sell any of the Company’s securities.

Sincerely,
Bigger Capital Fund, LP