**When was Sysorex, Inc. incorporated?**
A: Sysorex, Inc. was originally incorporated in California under the name Lilien Systems on January 3, 1994. On July 26, 2018, the company was reincorporated in the State of Nevada under the name Sysorex, Inc.
**Where is Sysorex, Inc.’s, corporate headquarters located?**
Through September 30, 2018
2355 Dulles Corner Blvd.
Herndon VA 20171
Starting October 1, 2018:
13880 Dulles Corner Lane
Herndon, VA 20171
**Is Sysorex, Inc., a public company?**
A: Yes. Sysorex, Inc. became a public reporting company on August 14, 2018 and anticipates that “regular way” trading of its common stock on the OTC Markets will begin on September 4, 2018 under the symbol “SYSX”. Sysorex, Inc. has applied to have its common stock quoted on the OTCQB platform of the OTC Markets Group, Inc.
**What is Sysorex’s business?**
A: Sysorex provides third party hardware, software and related maintenance and warranty products and services that are resold to commercial and government customers. This business includes, but is not limited to, products for enterprise computing, storage, virtualization, networking and related products as well as services including custom application/software design, architecture and development, staff augmentation and project management.
**What is Sysorex, Inc.’s Cusip number?**
A: The CUSIP number for Sysorex, Inc. is 87185L107
**How can I buy Sysorex, Inc. common stock?**
Please contact a licensed stockbroker or use an online trading account.
**What is the fiscal year end for Sysorex, Inc.?**
A: Our fiscal year ends on December 31, 2018.
**How many shares of Sysorex, Inc. common stock are outstanding as of August 31, 2018: **
A: The number of shares of Sysorex, Inc. common stock outstanding following the distribution as of August 31, 2018 is 28,208,310.
**How do I contact Sysorex Inc., Investor Relations department?**
Please contact: Please contact Scott Arnold, CORE IR Investor Relations at 516-222-2560 or email@example.com
Following are questions and answers about the separation of Sysorex from Inpixon. These are provided for your convenience only and do not include all of the information that is important to you. Please refer to the Current Report on Form 8-K filed by Sysorex with the Securities and Exchange Commission (the “SEC”) on August 17, 2018, including the Information Statement, dated August 17, 2018, included as an exhibit to such Current Report on Form 8-K as well as the Current Report on Form 8-K filed with the SEC following the distribution on September 4, 2018. The Current Reports on Form 8-K can be found at www.sec.gov.
QUESTIONS AND ANSWERS ABOUT THE SEPARATION FROM INPIXON
**Q: Why is Inpixon separating Sysorex’s business and distributing Sysorex common stock?**
A: The separation of Sysorex from Inpixon and the distribution of Sysorex common stock are intended to, among other things, (i) create two sharper, stronger, more focused companies by enabling the management of each company to concentrate efforts on the unique needs of each business and the pursuit of distinct opportunities for long-term growth and profitability, (ii) allow each business to more effectively pursue its own distinct capital structures and capital allocation strategies and design more effective equity compensation programs, (iii) provide Inpixon stockholders (and holders of certain warrants) with equity ownership in two separate, publicly traded companies and (iv) enable investors to better evaluate the financial performance, strategies, and other characteristics of each business and company, which will permit investors to make investment decisions based on each company’s individual performance and potential, enhancing the likelihood the market will value each company appropriately.
**Q: How was the separation of Sysorex from Inpixon accomplished?**
A: To accomplish the separation, on August 31, 2018, Inpixon distributed 28,208,310 shares of Sysorex common stock to holders of Inpixon common stock, Series 4 Convertible Preferred Stock (“Preferred Stock”) and certain warrants (the “Spin-off Warrants”) on a pro rata basis as determined on a fully diluted basis in a distribution intended to be tax-free to Inpixon security holders for U.S. federal income tax purposes. The holders of Inpixon’s Preferred Stock and Spin-off Warrants were entitled to participate in the spin-off distribution to the same extent that the holder would have participated if such holder had held the number of shares of common stock issuable upon complete conversion of the Preferred Stock or exercise of the Spin-off Warrants immediately before the applicable record taken for such distribution (without regard to any limitations on conversion or exercise thereof, including beneficial ownership limitations) provided, however, that certain holders of Spin-off Warrants will only receive shares of Sysorex common stock upon exercise of the Spin-off Warrants held by such warrant holder. An additional 10,525,923 shares of common stock have been held back in treasury for distribution to holders of Inpixon’s Preferred Stock and Spin-off Warrants who were entitled to participate in the distribution and prevented by contractual restrictions from taking possession of distribution shares in excess of certain beneficial ownership limitations or who hold a warrant issued by Inpixon giving the holder a contractual right to receive shares in the distribution if and when such warrant is exercised.
**Q: Why was the separation of Sysorex structured as a distribution?**
A: Inpixon believes that a distribution of shares of Sysorex common stock to the Inpixon security holders was an efficient way to separate the value added reseller business conducted by Sysorex from the indoor positioning analytics business conducted by Inpixon in a manner that will create long-term value for Inpixon, Sysorex and their respective stockholders.
**Q: What is the record date for the distribution?**
A: The record date for the distribution was August 21, 2018.
**Q: When will the distribution occur?**
A: The distribution will occur at 4:01 p.m. Eastern time on August 31, 2018.
**Q: What is the ex-dividend date**
A: The ex-dividend date, which was established by Nasdaq, is September 4, 2018.
**Q: What do stockholders need to do to participate in the distribution?**
A: Stockholders of Inpixon as of the record date for the distribution will not be required to take any action to receive Sysorex common stock in the distribution. The distribution will not affect the number of outstanding shares of Inpixon common stock or any rights of Inpixon stockholders, although it may affect the market value of each outstanding share of Inpixon common stock.
**Q. How will the shares of Sysorex common stock be issued?**
A. Shares of Sysorex common stock will be issued through the same channels that holders of Inpixon common stock currently use to hold shares of Inpixon common stock.
**Q. How many shares of Sysorex common stock will I receive in the distribution?**
A. Inpixon will distribute one share of Sysorex common stock for every three shares of Inpixon common stock held by you (or into which any participating Preferred Stock is convertible or Spin-off Warrant is exercisable) as of the record date for the distribution.
**Q. Will Inpixon distribute fractional shares of Sysorex common stock in the distribution?**
A. No. Inpixon will not distribute fractional shares of Sysorex common stock in the distribution. Fractional shares will be aggregated and sold in the public marketThe net cash proceeds of these sales will be distributed pro rata to those holders of common stock, Preferred Stock and Spin-off Warrants who would otherwise have been entitled to receive fractional shares. Recipients of cash in lieu of fractional shares will not be entitled to any interest on the amount of payment made in lieu of fractional shares. The receipt of cash in lieu of fractional shares generally will be taxable to the recipient Inpixon stockholders for U.S. federal income tax purposes.
**Q. What if I want to sell my shares of Inpixon common stock or my shares of Sysorex common stock?**
A. You should consult with your advisors, such as your stockbroker, bank, tax or other financial advisor, if you want to sell your shares of Inpixon common stock or your shares of Sysorex common stock.
**Q. What is “regular-way” and “ex-distribution” trading of Inpixon common stock?**
A. Beginning on or shortly before the record date for the distribution and continuing up to the distribution date, two markets may develop in Inpixon common stock: a “regular-way” market and an “ex-distribution” market. Shares of Inpixon common stock that trade in the “regular-way” market would trade with an entitlement to shares of Sysorex common stock distributed pursuant to the distribution. Shares of Inpixon common stock that trade in the “ex-distribution” market would trade without an entitlement to shares of Sysorex common stock distributed pursuant to the distribution.
**Q. Will I be able to trade shares of Sysorex common stock?**
A. Sysorex anticipates that it will begin regular way trading on the OTC Markets under the symbol “SYSX” on September 4, 2018. Sysorex has applied to have its common stock authorized for quotation on the OTCQB market of the OTC Markets Group, Inc. but there are no assurances that Sysorex’s common stock will be quoted on the OTCQB or any other quotation service, exchange or trading facility. Even if Sysorex’s common stock begins trading on the OTCQB, an active public market for the common stock may not develop or be sustained after the distribution.
**Q. What will happen to the listing of Inpixon common stock?**
A. Inpixon common stock will continue to trade on the Nasdaq Capital Market after the distribution under the symbol “INPX.”
**Q. Will the number of shares of Inpixon common stock that I own change as a result of the distribution?**
A. No. The number of shares of Inpixon common stock that you own will not change as a result of the distribution.
**Q. Will the distribution affect the market price of my shares of Inpixon common stock?**
A. Yes. As a result of the distribution, the trading price of Inpixon common stock immediately following the distribution may be lower than the “regular-way” trading price of such stock immediately prior to the distribution because the trading price will no longer reflect the value of the value added reseller business. There can be no assurance that the aggregate market value of the Inpixon common stock and the Sysorex common stock following the distribution will be either higher or lower than the market value of Inpixon common stock prior to the distribution.
**Q. What will Sysorex’s relationship be with Inpixon following the separation?**
A. After the distribution, Inpixon and Sysorex will be separate companies with separate management teams and separate boards of directors, except that Nadir Ali, Chief Executive Officer and director of Inpixon will also serve as a director of Sysorex.
**Q. Who will manage Sysorex after the separation?**
A. Sysorex benefits from having in place a management team with an extensive background in and deep knowledge of the IT solutions and professional services business. Sysorex’s management team will be led by Zaman Khan as its Chief Executive Officer and President and Vincent Loiacono, as its Chief Financial Officer following the separation.
**Q. Are there risks associated with owning Sysorex common stock?**
A. Yes. Ownership of Sysorex common stock is subject to both general and specific risks, including those relating to Sysorex’s business, the industry in which it operates and its status as a separate, publicly traded company. Ownership of Sysorex common stock is also subject to risks relating to the separation. Please see the risk factors included in the Information Statement.
**Q. Does Sysorex plan to pay dividends?**
A. Sysorex does not currently expect to pay dividends on its common stock. The declaration and payment of any dividends in the future by Sysorex will be subject to the sole discretion of its board of directors.
**Q. Who will be the distribution agent, transfer agent, registrar and information agent for the Sysorex common stock?**
A. The distribution agent, transfer agent and registrar for Sysorex common stock is Computershare Trust Company, N.A. If you are a registered stockholder, for questions relating to the transfer or mechanics of the stock distribution, you should contact the designated agent at (877) 373-6374 or at Computershare Trust Company, N.A., Attn: Shareholder Relations, 462 South Fourth Street, Suite 1600, Louisville, KY 40202. If you hold your shares through a bank or brokerage firm, your bank or brokerage firm will credit your account for the shares. Contact your bank or brokerage firm with any questions relating to the distribution.
**Q. Where can I find more information about Inpixon and Sysorex?**
A. After the distribution, Sysorex stockholders who have any questions relating to Sysorex should contact Sysorex at:
2355 Dulles Corner Boulevard, Suite 600
Herndon, Virginia 20171
Attn.: Zaman Khan, Chief Executive Officer
Sysorex’s website is www.sysorexinc.com.
If you have any questions relating to Inpixon you should contact:
2479 E. Bayshore Road, Suite 195
Palo Alto, California 94303
Attn.: Nadir Ali, Chief Executive Officer
Inpixon’s website is https://inpixon.com/.
In addition you may also contact Scott Arnold, CORE IR Investor Relations at 516-222-2560 or firstname.lastname@example.org for any questions about Inpixon or Sysorex.