UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): December 18, 2015 (December 14, 2015)
SYSOREX GLOBAL HOLDINGS CORP.
(Exact name
of registrant as specified in its charter)
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Nevada
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001-36404
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88-0434915
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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2479 E. Bayshore Road, Suite 195
Palo Alto, CA
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94303
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number,
including area code:
(408) 702-2167
(Former name or former address, if changed
since last report)
Check the appropriate box below if the
Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement.
On December 4, 2015, the board of directors
of Sysorex Global Holdings Corp. (“we” or the “Company”) resolved by unanimous written consent to carry
out a series of reorganization transactions (the “Reorganization Transactions”), as more fully described below, to
streamline the organizational structure of the Company and its direct and indirect subsidiaries. The following material definitive
agreements were entered into as part of the Reorganization Transactions.
Sysorex Government Stock Assignment
Agreement
On December 14,
2015, in connection with the Reorganization Transactions, we entered into a Stock Assignment Agreement with our wholly owned subsidiaries
Sysorex Federal, Inc. (“Sysorex Federal”) and Lilien Systems (“Lilien”), pursuant to which Sysorex Federal
assigned to the Company all of the issued and outstanding shares of capital stock of Sysorex Government Services, Inc. (“Sysorex
Government”) and immediately thereafter, the Company assigned all of those shares to Lilien. As a result of the consecutive
assignments, effective as of December 16, 2015, Sysorex Government became a wholly owned subsidiary of Lilien.
The preceding description of the Stock
Assignment Agreement is a summary and is qualified in its entirety by the full text of the agreement, which is attached to this
Current Report as Exhibit 10.1 and incorporated by reference herein.
AirPatrol Research Stock Assignment
Agreement
On December 14,
2015, in connection with the Reorganization Transactions, we entered into a Stock Assignment Agreement with AirPatrol Corp., our
wholly owned subsidiary (“AirPatrol”), pursuant to which AirPatrol assigned to the Company all of the issued and outstanding
shares of capital stock of AirPatrol Research Corp., a wholly owned subsidiary of AirPatrol (“AirPatrol Research”),
effective as of December 16, 2015. As a result of the assignment, AirPatrol Research became a direct wholly-owned subsidiary of
the Company.
The preceding description of the Stock
Assignment Agreement is a summary and is qualified in its entirety by the full text of the agreement, which is attached to this
Current Report as Exhibit 10.2 and incorporated by reference herein.
Sysorex Global Merger Agreement
On December 14,
2015, in connection with the Reorganization Transactions, we entered into an Agreement and Plan of Merger (the “Merger Agreement”)
with Sysorex Global, our wholly-owned Nevada subsidiary formed solely for the purpose of changing our corporate name from Sysorex
Global Holdings Corp. to Sysorex Global. The subsidiary will be merged with and into us and we will be the surviving company, effective
as of January 1, 2016. In accordance with Section 92A.180 of the Nevada Revised Statutes, stockholder approval of the short-form
merger was not required.
The merger and resulting
name change do not affect the rights of our security holders. Our securities will continue to trade on The NASDAQ Capital Market
under the trading symbol “SYRX.” Following the name change, the stock certificates, which reflect our prior corporate
name, will continue to be valid. Certificates reflecting the new corporate name will be issued in due course as old stock certificates
are tendered for exchange or transfer to our transfer agent.
The description
of the Merger Agreement is a summary and is qualified in its entirety by the full text of the agreement, which is attached to this
Current Report as Exhibit 10.3 and incorporated by reference herein.
Item 5.03 Amendments to
Articles of Incorporation or Bylaws; Change in Fiscal Year.
To effectuate the
short-form merger, we filed Articles of Merger with the Secretary of State of the State of Nevada which provide that our Articles
of Incorporation will be amended to change the Company’s name to “Sysorex Global”, effective as of January 1,
2016. A copy of the Articles of Merger is attached as Exhibit 3.1 hereto and is incorporated herein by reference.
2
Item 8.01 Other Events.
On December 4, 2015,
the Company’s board of directors resolved by unanimous written consent to carry out the Reorganization Transactions, which
include: (1) statutory mergers (the “Mergers”) of AirPatrol, and Shoom Inc., our wholly owned subsidiary (“Shoom”),
with and into Lilien, pursuant to which Lilien will be the surviving corporation and will change its name to “Sysorex USA”;
(2) immediately prior to the consummation of the Mergers, an assignment from AirPatrol to the Company of all shares of capital
stock of AirPatrol Research, pursuant to which AirPatrol Research will become a direct subsidiary of the Company; (3) the amendment
of AirPatrol Research’s Notice of Articles to change its name to “Sysorex Canada Corp.” (“AirPatrol Research
Name Change”); (4) the dissolution and winding up of Sysorex Federal, in which Sysorex Federal will assign and transfer all
of its assets, including all outstanding shares of capital stock of Sysorex Government, to the Company, and the Company will assume
Sysorex Federal’s debts and liabilities; (5) an assignment from the Company to Lilien of all outstanding shares of capital
stock of Sysorex Government, pursuant to which Sysorex Government will become a direct subsidiary of Lilien; and (6) a short-form
statutory merger of the Company with a newly-formed wholly-owned Nevada corporation, pursuant to which the Company will change
its name to “Sysorex Global” (collectively, the “Reorganization Transactions”). Below are two charts showing
the organizational structure of the Company and its subsidiaries before and after the Reorganization Transactions.
Pre-Reorganization
Chart
3
Post-Reorganization Chart
In furtherance of the Reorganization
Transactions, Sysorex Federal filed a Certificate of Dissolution with the Secretary of State of the State of Delaware on December
8, 2015. Lilien, AirPatrol and Shoom entered into an Agreement of Merger and filed the Agreement of Merger with the Secretary of
State of the State of California and the Articles of Merger with the Secretary of State of the State of Nevada on December 14,
2015. The Mergers and Lilien’s name change to “Sysorex USA” will take effect on January 1, 2016. The AirPatrol
Research Name Change will take effect on January 1, 2016.
Item 9.01 Financial Statements and Exhibits
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Exhibit No.
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Description
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3.1
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Articles of Merger
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10.1
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Sysorex Government Stock Assignment Agreement
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10.2
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AirPatrol Research Stock Assignment Agreement
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10.3
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Sysorex Global Merger Agreement
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4
SIGNATURE
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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SYSOREX GLOBAL HOLDINGS CORP.
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Date: December 18, 2015
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By:
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/s/ Nadir Ali
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Name: Nadir Ali
Title: Chief Executive Officer
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5
Exhibit Index
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Exhibit No.
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Description
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3.1
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Articles of Merger
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10.1
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Sysorex Government Stock Assignment Agreement
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10.2
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AirPatrol Research Stock Assignment Agreement
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10.3
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Sysorex Global Merger Agreement
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Exhibit 3.1
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BARBARA
K. CEGAVSKE
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684-5708
Website: www.nvsos.gov
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Articles
of Merger
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(PURSUANT
TO NRS 92A.200)
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Page
1
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USE
BLACK INK ONLY - DO NOT HIGHLIGHT
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ABOVE
SPACE IS FOR OFFICE USE ONLY
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Articles
of Merger
(Pursuant
to NRS Chapter 92A)
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1)
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Name and jurisdiction
of organization of each constituent entity (NRS 92A.200):
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☐
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If there are
more than four merging entities, check box and attach an 8 1/2" x 11" blank sheet containing the required information
for each additional entity from article one.
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Sysorex Global
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Name of
merging
entity
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Nevada
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Corporation
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Jurisdiction
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Entity type
*
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Name of
merging
entity
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Jurisdiction
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Entity type *
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Name of
merging
entity
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Jurisdiction
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Entity type *
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Name of
merging
entity
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Jurisdiction
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Entity type *
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and,
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Sysorex Global Holdings Corp.
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Name
of
surviving
entity
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Nevada
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Corporation
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Jurisdiction
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Entity type *
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* Corporation,
non-profit corporation, limited partnership, limited-liability company or business trust.
Filing
Fee: $350.00
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This form must
be accompanied by appropriate fees.
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Nevada
Secretary of State 92A Merger Page 1
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Revised:
1-5-15
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BARBARA
K. CEGAVSKE
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684-5708
Website: www.nvsos.gov
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Articles
of Merger
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(PURSUANT
TO NRS 92A.200)
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Page
2
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USE
BLACK INK ONLY - DO NOT HIGHLIGHT
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ABOVE
SPACE IS FOR OFFICE USE ONLY
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2)
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Forwarding address where copies of process may be sent by the Secretary of State of Nevada (if a foreign entity is the survivor
in the merger - NRS 92A.190):
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☐
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The undersigned declares that a plan of merger has been adopted by each constituent entity (NRS 92A.200).
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☒
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The undersigned declares that a plan of merger has been adopted by the parent domestic entity (NRS 92A.180).
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4)
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Owner's
approval (NRS 92A.200) (options a, b, or c must be used, as applicable, for each entity):
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☐
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If
there are more than four merging entities, check box and attach an 8 1/2" x 11" blank sheet containing the required
information for each additional entity from the appropriate section of article four.
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(a)
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Owner's approval was not required from
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Sysorex Global
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Name
of
merging
entity, if applicable
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Name
of
merging
entity, if applicable
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Name
of
merging
entity, if applicable
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Name
of
merging
entity, if applicable
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and, or;
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Sysorex Global Holdings Corp.
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Name
of
surviving
entity, if applicable
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This form must
be accompanied by appropriate fees.
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Nevada
Secretary of State 92A Merger Page 2
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Revised:
1-5-15
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BARBARA
K. CEGAVSKE
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684-5708
Website: www.nvsos.gov
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Articles
of Merger
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(PURSUANT
TO NRS 92A.200)
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Page
3
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USE
BLACK INK ONLY - DO NOT HIGHLIGHT
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ABOVE
SPACE IS FOR OFFICE USE ONLY
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(b)
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The
plan was approved by the required consent of the owners of *;
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Name
of
merging
entity, if applicable
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Name
of
merging
entity, if applicable
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Name
of
merging
entity, if applicable
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Name
of
merging
entity, if applicable
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and, or;
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Name
of
surviving
entity, if applicable
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*
Unless otherwise provided in the certificate
of trust or governing instrument of a business trust, a merger must be approved by all the trustees and beneficial owners of each
business trust that is a constituent entity in the merger.
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This form must
be accompanied by appropriate fees.
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Nevada
Secretary of State 92A Merger Page 3
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Revised:
1-5-15
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BARBARA
K. CEGAVSKE
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684-5708
Website: www.nvsos.gov
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Articles
of Merger
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(PURSUANT
TO NRS 92A.200)
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Page
4
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USE
BLACK INK ONLY - DO NOT HIGHLIGHT
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ABOVE
SPACE IS FOR OFFICE USE ONLY
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(c)
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Approval
of plan of merger for Nevada non-profit corporation (NRS 92A.160):
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The
plan of merger has been approved by the directors of the corporation and by each public officer or other person whose approval
of the plan of merger is required by the articles of incorporation of the domestic corporation.
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Name
of
merging
entity, if applicable
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Name
of
merging
entity, if applicable
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Name
of
merging
entity, if applicable
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Name
of
merging
entity, if applicable
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and, or;
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Name
of
surviving
entity, if applicable
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This form must
be accompanied by appropriate fees.
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Nevada
Secretary of State 92A Merger Page 4
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Revised:
1-5-15
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BARBARA
K. CEGAVSKE
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684-5708
Website: www.nvsos.gov
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Articles
of Merger
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(PURSUANT
TO NRS 92A.200)
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Page
5
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USE
BLACK INK ONLY - DO NOT HIGHLIGHT
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ABOVE
SPACE IS FOR OFFICE USE ONLY
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5)
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Amendments, if any, to the articles or certificate of the surviving entity. Provide article numbers, if available. (NRS 92A.200)*:
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Article
I of the Restated Articles of Incorporation of the surviving entity is amended to read
as follows:
"ARTICLE I. NAME
The
name of the corporation is SYSOREX GLOBAL (the “Corporation”)."
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6)
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Location
of Plan of Merger (check a or b):
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☐
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(a)
The entire plan of merger is attached;
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or,
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☒
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(b)The
entire plan of merger is on file at the registered office of the surviving corporation, limited-liability company or business
trust, or at the records office address if a limited partnership, or other place of business of the surviving entity (NRS
92A.200).
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7)
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Effective
date and time of filing: (optional) (must not be later than 90 days after the certificate is filed)
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Date:
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January 1, 2016
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Time:
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12:01 am
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* Amended and restated articles
may be attached as an exhibit or integrated into the articles of merger. Please entitle them "Restated" or "Amended
and Restated," accordingly. The form to accompany restated articles prescribed by the secretary of state must accompany the
amended and/or restated articles. Pursuant to NRS 92A.180 (merger of subsidiary into parent - Nevada parent owning 90% or more
of subsidiary), the articles of merger may not contain amendments to the constituent documents of the surviving entity except that
the name of the surviving entity may be changed.
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This form must
be accompanied by appropriate fees.
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Nevada
Secretary of State 92A Merger Page 5
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Revised:
1-5-15
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BARBARA
K. CEGAVSKE
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684-5708
Website: www.nvsos.gov
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Articles
of Merger
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(PURSUANT
TO NRS 92A.200)
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Page
6
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USE
BLACK INK ONLY - DO NOT HIGHLIGHT
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ABOVE
SPACE IS FOR OFFICE USE ONLY
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8)
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Signatures - Must be signed by: An officer of each Nevada corporation; All general partners of each Nevada limited partnership; All general partners of each Nevada limited-liability limited partnership; A manager of each Nevada limited-liability company with managers or one member if there are no managers; A trustee of each Nevada business trust (NRS 92A.230)*
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☐
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if
there are more than four merging entitles, check box and attach an 8 1/2" x 11" blank sheet containing the required
information for each additional entity entity from article eight.
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Sysorex Global
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Name
of
merging
entity
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X
/s/ Nadir Ali
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President
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12/14/2015
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Signature
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Title
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Date
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Name
of
merging
entity
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X
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Signature
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Title
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Date
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Name
of
merging
entity
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X
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Signature
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Title
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Date
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Name
of
merging
entity
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X
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Signature
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Title
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Date
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and,
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Sysorex
Global Holdings Corp.
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Name
of
surviving
entity
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X
/s/ Nadir Ali
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Chief
Executive Officer
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12/14/2015
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Signature
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Title
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Date
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* The articles of merger must be signed by each foreign constituent entity in the manner provided by the law governing it (NRS 92A.230). Additional signature blocks may be added to this page or as an attachment, as needed.
IMPORTANT:
Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.
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This form must
be accompanied by appropriate fees.
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Nevada
Secretary of State 92A Merger Page 6
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Revised:
1-5-15
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Exhibit 10.1
STOCK
ASSIGNMENT AGREEMENT
This STOCK ASSIGNMENT AGREEMENT (this “
Agreement
”), dated as of December
14, 2015, is made and entered into by and among Sysorex Federal, Inc., a Delaware corporation
(“
Sysorex Federal
”),
Sysorex Global Holdings Corp., a Nevada corporation (“
Sysorex Holdings
”), and Lilien Systems, a California
corporation (“
Lilien
”, and collectively with Sysorex Federal and Sysorex Holdings, the “
Parties
”).
RECITALS
WHEREAS,
Sysorex Federal owns 1,000 issued and outstanding shares of common stock, $3 par value per share (the “
Stock
”),
of Sysorex Government Services, Inc., a Virginia corporation;
WHEREAS,
in connection with its dissolution, Sysorex Federal wishes to transfer, assign, and convey to Sysorex Holdings all of Sysorex
Federal’s right, title and interest in and to the Stock, and Sysorex Holdings desires to acquire the Stock (the “
First
Assignment
”); and
WHEREAS,
immediately following the completion of the First Assignment, in connection with its reorganization, Sysorex Holdings wishes to
transfer, assign, and convey to Lilien all of Sysorex Holdings’s right, title and interest in and to the Stock, and Lilien
desires to acquire the Stock (the “
Second Assignment
”);
NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby
agree as follows:
AGREEMENT
1.
First
Assignment of Stock; Effectiveness
. Sysorex Federal hereby transfers, assigns, and conveys to Sysorex Holdings, and Sysorex
Holdings hereby accepts and acquires from Sysorex Federal, the Stock, to be effective on December 16, 2015 (the “
Effective
Date
”).
2.
Second
Assignment of Stock; Effectiveness
. Immediately following the completion of the First Assignment, Sysorex Holdings hereby
transfers, assigns, and conveys to Lilien, and Lilien hereby accepts and acquires from Sysorex Holdings, the Stock, to be effective
on the Effective Date.
3.
Assignment
Steps
. On or prior to the Effective Date, Sysorex Federal and Sysorex Holdings will execute and deliver the stock powers attached
hereto, and deliver the share certificates representing the Stock to Lilien. All other necessary actions have been taken to ensure
that the execution, delivery, and performance by the Parties of the transactions evidenced by this Agreement have been duly authorized.
4.
Further
Assurances
. The Parties agree to cooperate at all times from and after the date hereof with respect to any of the matters
described herein, and to execute any further deeds, bills of sale, assignments, releases, assumptions, notifications, or other
documents as may be reasonably requested by the other parties hereto for the purpose of giving effect to, evidencing, or giving
notice of the transactions evidenced by this Agreement.
5.
Counterparts
.
This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same Agreement.
Electronic copies of executed signature pages (whether in .pdf or facsimile format or otherwise) to this Agreement shall have
the same effect as original signature pages.
6.
Governing
Law
. This Agreement shall be governed by the substantive laws of the State of Nevada, without regard to conflict of laws rules
thereof.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.
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Sysorex Federal,
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a Delaware corporation
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By:
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/s/
Nadir Ali
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Name:
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Nadir
Ali
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Title:
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President
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Sysorex Global Holdings Corp.,
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a Nevada corporation
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By:
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/s/
Nadir Ali
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Name:
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Nadir
Ali
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Title:
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Chief
Executive Officer
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Lilien Systems,
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a California corporation
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By:
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/s/
Nadir Ali
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Name:
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Nadir
Ali
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Title:
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Chief
Executive Officer
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[
Signature
Page
]
STOCK
POWER
December
16, 2015
For
value received, the undersigned does hereby sell, assign, and transfer unto Sysorex Global Holdings Corp., a Nevada corporation,
1,000 shares of common stock of Sysorex Government Services, Inc., a Virginia corporation
(the “
Corporation
”),
$3 par value per share, as represented by Certificates Nos. 6 and 7, attached hereto, which represent one hundred percent (100%)
of the undersigned’s right, title, and interest to common shares of the Corporation standing in the name of the undersigned
on the books of the Corporation, and does hereby irrevocably constitute and appoint the Secretary of the Corporation as attorney-in-fact
of the undersigned to transfer the said stock on the books of the Corporation with full power of substitution in the premises.
IN
WITNESS WHEREOF, the undersigned has executed this stock power as of the day and year first written above.
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Sysorex Federal, Inc.,
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a Delaware corporation
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By:
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/s/
Nadir Ali
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Name:
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Nadir
Ali
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Title:
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President
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STOCK
POWER
December
16, 2015
For
value received, the undersigned does hereby sell, assign, and transfer unto Lilien Systems, a California corporation, 1,000 shares
of common stock of Sysorex Government Services, Inc., a Virginia corporation
(the “
Corporation
”),
$3 par value, as represented by Certificates Nos. 6 and 7, attached hereto, which represent one hundred percent (100%) of the
undersigned’s right, title, and interest to common shares of the Corporation standing in the name of the undersigned on
the books of the Corporation, and does hereby irrevocably constitute and appoint the Secretary of the Corporation as attorney-in-fact
of the undersigned to transfer the said stock on the books of the Corporation with full power of substitution in the premises.
IN
WITNESS WHEREOF, the undersigned has executed this stock power as of the day and year first written above.
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Sysorex Global Holdings Corp.,
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a Nevada corporation
|
|
|
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|
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By:
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/s/
Nadir Ali
|
|
|
Name:
|
Nadir
Ali
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|
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Title:
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Chief
Executive Officer
|
Exhibit 10.2
STOCK
ASSIGNMENT AGREEMENT
This
STOCK ASSIGNMENT AGREEMENT (this “
Agreement
”), dated as of December 14, 2015, is made and entered into
by and between AirPatrol Corp., a Nevada corporation (the “
Assigner
”), and Sysorex Global Holdings Corp.,
a Nevada corporation (the “
Assignee
”).
RECITALS
WHEREAS,
the Assigner owns 100 issued and outstanding shares of common stock, no par value (the “
Stock
”) of AirPatrol
Research Corp., a Canadian corporation; and
WHEREAS,
Assigner wishes to transfer, assign, and convey to Assignee the Stock, and all of Assigner’s right, title and interest in
the Stock, and Assignee desires to accept and receive the Stock and to be bound by the terms and conditions set forth in this
Agreement.
NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assigner and Assignee
hereby agree as follows:
AGREEMENT
1.
Assignment
of Stock; Effectiveness
. Assigner hereby transfers, assigns, and conveys to Assignee, and Assignee hereby accepts and receives
from Assigner, the Stock, to be effective on December 16, 2015 (the “
Effective Date
”).
2.
Assignment
Steps
. On or prior to the Effective Date, Assigner will execute and deliver the stock power attached hereto, and deliver the
share certificates representing the Stock to Assignee. All other necessary actions have been taken to ensure that the execution,
delivery, and performance by Assigner of the transaction evidenced by this Agreement have been duly authorized.
3.
Further
Assurances
. Assigner and Assignee mutually agree to cooperate at all times from and after the date hereof with respect to
any of the matters described herein, and to execute any further deeds, bills of sale, assignments, releases, assumptions, notifications,
or other documents as may be reasonably requested by the other party hereto for the purpose of giving effect to, evidencing, or
giving notice of the transaction evidenced by this Agreement.
4.
Counterparts
.
This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same Agreement.
Electronic copies of executed signature pages (whether in .pdf or facsimile format or otherwise) to this Agreement shall have
the same effect as original signature pages.
5.
Governing
Law
. This Agreement shall be governed by the substantive laws of the State of Nevada, without regard to conflict of laws rules
thereof.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.
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ASSIGNER:
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AirPatrol
Corp.,
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a
Nevada corporation
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By:
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/s/
Nadir Ali
|
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Name:
|
Nadir
Ali
|
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Title:
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President
|
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ASSIGNEE:
|
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Sysorex
Global Holdings Corp.,
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a
Nevada corporation
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By:
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/s/
Nadir Ali
|
|
|
Name:
|
Nadir
Ali
|
|
|
Title:
|
Chief
Executive Officer
|
[
Signature
Page
]
STOCK
POWER
December
16, 2015
For
value received, the undersigned does hereby sell, assign, and transfer unto Sysorex Global Holdings Corp., a Nevada corporation,
100 shares of common stock of AirPatrol Research Corp., a Canadian corporation (the “
Corporation
”),
no par value, as represented by Certificate No. 1, attached hereto, which represent one hundred percent (100%) of the undersigned’s
right, title, and interest to common shares of the Corporation standing in the name of the undersigned on the books of the Corporation,
and does hereby irrevocably constitute and appoint the Secretary of the Corporation as attorney-in-fact of the undersigned to
transfer the said stock on the books of the Corporation with full power of substitution in the premises.
IN
WITNESS WHEREOF, the undersigned has executed this stock power as of the day and year first written above.
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AirPatrol
Corp.,
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a
Nevada corporation
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By:
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/s/
Nadir Ali
|
|
|
Name:
|
Nadir
Ali
|
|
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Title:
|
President
|
Exhibit 10.3
AGREEMENT AND PLAN OF MERGER
BY AND BETWEEN
SYSOREX GLOBAL HOLDINGS CORP., A NEVADA CORPORATION
AND
SYSOREX GLOBAL, A NEVADA CORPORATION
THIS AGREEMENT AND PLAN OF MERGER
(“Agreement”)
is entered into this 14th day of December, 2015, by and between Sysorex Global Holdings Corp., a Nevada corporation (the “Parent
Company”), and Sysorex Global, a Nevada corporation (the “Subsidiary Company”). In consideration of the covenants
and conditions set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged
hereby, the parties agree as follows:
1.
Background
. Parent Company holds all of the issued and
outstanding shares of stock of Subsidiary Company. The parties have deemed it advisable and in the best interests of each party
and their respective shareholders to merge the Subsidiary Company with and into the Parent Company (the “Merger”) as
authorized by the laws of the State of Nevada.
2.
Merger; Effectiveness
. The Subsidiary Company shall be
merged with and into the Parent Company pursuant to the applicable provisions of Chapter 78 and Section 92A.180 of the Nevada Revised
Statutes, as amended (the “NRS”), and in accordance with the terms of this Agreement. The Articles of Merger shall
be executed by the Parent Company and the Subsidiary Company, filed with the Secretary of State of Nevada, and provide for the
Merger to become effective at 12:01 a.m. on January 1, 2016 (the “Effective Time of the Merger”) with the Parent Company
being the surviving company of the Merger (the “Surviving Company”).
3.
Conversion of Shares
. At the Effective Time of the Merger,
by virtue of the Merger, every share of the common stock of the Subsidiary Company shall be retired and the certificates shall
be deemed cancelled.
4.
Governing Documents; Bylaws; Board of Directors
. The Articles
of Incorporation of the Parent Company in effect immediately prior to the Effective Time of the Merger shall be the Articles of
Incorporation of the Surviving Company,
provided
,
however
, that the Articles of Merger filed with the Secretary of
State of the State of Nevada shall provide that the Articles of Incorporation shall be amended to change the name of the Parent
Company to be “
Sysorex Global
”. The Bylaws of the Parent Company in effect immediately prior to the Effective
Time of the Merger shall be the Bylaws of the Surviving Company. The Board of Directors and officers of the Parent Company shall
be the Board of Directors and officers of the Surviving Company.
5.
Waiver
. Pursuant to NRS 92A.180, the Parent Company, the
sole shareholder of the Subsidiary Company, waives the requirement that a copy of the plan of merger be mailed to each owner of
the Subsidiary Company.
6.
Termination
. This Agreement may be terminated for any
reason at any time before the filing of the Articles of Merger with the Secretary of State of the State of Nevada (whether before
or after approval by the shareholders of the Subsidiary Company and the Parent Company, or either of them) by resolution of the
Board of Directors of the Parent Company.
7.
Amendment
. This Agreement may, to the extent permitted
by law, be amended, supplemented or interpreted at any time by action taken by the Board of Directors of each of the parties.
8.
Governing Law
. This Agreement and all matters relating
to this Agreement shall be governed by, construed and interpreted in accordance with the laws of the State of Nevada, without giving
effect to principles of conflicts of laws.
9.
Counterpart and Facsimile Signatures
. This Agreement may
be signed in counterparts, each of which shall be an original, but all of which shall constitute one and the same document. Signatures
transmitted by facsimile shall be deemed valid execution of this Agreement binding on the parties.
IN WITNESS WHEREOF
, the parties hereto
have duly executed and delivered this
AGREEMENT AND PLAN OF MERGER
as of the date first set forth above.
|
SYSOREX GLOBAL HOLDINGS CORP.
|
|
SYSOREX GLOBAL
|
|
|
|
|
|
By:
|
/s/ Nadir Ali
|
|
By:
|
/s/ Nadir Ali
|
|
Name:
|
Nadir Ali
|
|
Name:
|
Nadir Ali
|
|
Title:
|
Chief Executive Officer
|
|
Title:
|
President
|
2