Exhibit 10.4

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (“Agreement”) effective [_], 2018 (the “Effective Date”), is entered into by and among Sysorex, Inc., a Nevada corporation (“Sysorex”), Sysorex Government Services, Inc., a Virginia corporation (“SGS”), and Asaduz Zaman Khan, an individual currently residing in Virginia (the “Employee”).

WITNESSETH:

WHEREAS , Sysorex desires to employ Employee to serve as its Chief Executive Officer and as President of its wholly-owned subsidiary, SGS, and Employee desires to be employed in such capacity pursuant to the terms and conditions hereinafter set forth.

WHEREAS , this Agreement amends and restates that certain Employment Agreement dated January 15, 2017 between Employee and SGS (the “Original EA”).

WHEREAS , in accordance with Section 18 of the Original EA, the parties hereto desire to amend and restate the Original EA as set forth herein.

NOW THEREFORE , in consideration of the foregoing and the mutual promises and covenants herein contained, it is agreed as follows:

Sysorex hereby employs Employee as Chief Executive Officer of Sysorex, and SGS hereby employs Employee as President of SGS. Subject at all times to the direction of the respective Board of Directors of Sysorex or SGS, as applicable, Employee shall perform those duties and hold those responsibilities that are usual and customary for holders of such roles to perform and hold. Employee shall primarily perform his job duties in Herndon, VA unless the location is changed by mutual agreement.

Employee hereby accepts employment by Sysorex and SGS, upon the terms and conditions contained herein, and agrees that during the term of this Agreement the Employee shall devote substantially all of his business time, attention, and energies to the business of Sysorex and SGS. Employee, during the term of this Agreement, will not perform any services for any other business entity, whether such entity conducts a business which is competitive with the business of Sysorex or SGS or is engaged in any other business activity; provided, however, that nothing herein contained shall be construed as (a) preventing Employee from investing his personal assets in any business or businesses which do not compete directly or indirectly with Sysorex or SGS, provided such investment or investments do not require any services on his part in the operation of the affairs of the entity in which such investment is made and in which his participation is solely that of an investor, (b) preventing Employee from purchasing securities in any corporation whose securities are regularly traded, if such purchases shall not result in his owning beneficially, at any time, more than 5% of the equity securities of any corporation engaged in a business which is competitive, directly or indirectly, to that of Sysorex or SGS, or (c) preventing Employee from engaging in any other activities, if he receives the prior written approval of the Board of Directors of Sysorex with respect to his engaging in such activities.

In connection with his engagement hereunder, Employee shall accurately maintain and preserve all notes and records generated by Sysorex or SGS which relate to Sysorex or SGS and its businesses and shall make all such reports, written if required, as Sysorex or SGS may reasonably require.

Employee’s employment with SGS commenced January 15, 2017 (the “Start Date”) and has continued uninterrupted through the date of this Agreement. The term of this Agreement shall begin on the Effective Date and shall continue for a period of 24 months from the Effective Date, unless otherwise terminated pursuant to Section 14 hereof.

As full compensation for the performance of his duties on behalf of Sysorex and SGS, Employee shall be compensated as follows:

(i) Base Salary . Employer shall pay Employee a base salary at the rate of Three Hundred Thousand Dollars ($300,000 per annum, payable semi-monthly) (“Base Salary”).

(ii) Bonuses . In addition to Base Salary, the Company shall provide Employee with quarterly incentive payments of Fifty Thousand Dollars ($50,000) per quarter, which shall be paid to Employee within forty-five (45) days of the close of each calendar quarter. Employee shall also be eligible for inclusion in any executive bonus pools, discretionary performance bonuses (based on targets in Exhibit A or other performance objectives) or deferred compensation plans that the Company may establish in its sole discretion provided however, that any bonuses, shall be subject to Section 14(a) hereof, no bonus shall be paid if Employee is no longer employed by the Company on the date of payment.

(i) Stock Option Grant . Employee acknowledges receipt of the stock option grant described at Paragraph 6(i) of the Original EA (the “Option”). Employee acknowledges and agrees that as a result the distribution of Inpixon’s common stock in Sysorex to holders of Inpixon’s securities (the “Spin-Off”), the Option will be modified in accordance with the provisions of the agreements governing the Spin-Off. Employee shall also be eligible to participate in the equity based incentive plans of Sysorex and may receive awards thereunder, as determined by the Compensation Committee of Sysorex from time to time and subject to the terms and conditions of such plans and any award agreement between Sysorex and Employee evidencing such awards. Notwithstanding the foregoing, nothing in this Paragraph 6(i) shall be construed to extend the duration of this Agreement or Employee’s employment by Sysorex or SGS beyond the expiration or termination of the Term.

(ii) Change of Control . In the event of a Change of Control (as hereinafter defined), the vesting of each outstanding stock option shall automatically be accelerated so that 100% of the unvested shares covered by such award shall be fully vested upon the consummation of the Change of Control.

A “ Change of Control ” as used in this Section 6 shall mean any of the following:

(i) the consummation of any reorganization, consolidation, merger or sale of Sysorex in which Sysorex is not the continuing or surviving corporation or pursuant to which shares of Sysorex’s stock would be converted into cash, securities or other property; or

(ii) the stockholders of Sysorex approve an agreement for the sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of Sysorex; or

(iii) the acquisition of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of an aggregate of 30% or more of the voting power of Sysorex’s outstanding voting securities by any single person or group (as such term is used in Rule 13d-5 under the Exchange Act), unless such acquisition was approved by the Board of Directors of Sysorex prior to the consummation thereof).

Sysorex and SGS, as applicable, shall pay or reimburse the Employee for all reasonable business expenses incurred by Employee in the performance of his duties hereunder including, but not limited to, lodging and travel expenses relating to Sysorex or SGS business, mobile phone and data usage, customer entertainment and certain pre-approved home office expenses not paid directly by Sysorex or SGS. Reimbursement for the foregoing expenses will be made in accordance with regular Sysorex or SGS policy, as applicable, and within a reasonable period following Employee’s presentation of the details of, and proof of, such expenses.

(i) During the term of this Agreement, Sysorex shall provide medical, dental, and vision insurance coverage to Employee, his spouse and his children, to the same extent, and on the same terms and conditions, it shall provide such coverage to other senior management employees of Sysorex.

(ii) During the term of this Agreement, Employee shall be permitted to participate in Sysorex’s 401K Plan, to the same extent, and on the same terms and conditions, as other senior management employees of the Company shall be permitted to participate.

(iii) During the term of this Agreement, Sysorex shall provide to Employee three (3) weeks paid vacation days per year, provided that paid vacation days have accrued with SGS monthly from the Start Date, less any paid vacation days taken since the Start Date, will determine the number of available paid vacation days at the time of effectiveness of this Agreement, and, provided further, that once the total number of accrued and unused vacation days reaches 15 days paid vacation days shall no longer continue to accrue until the number of unused vacation days falls below 15.

(iv) During the term of this Agreement, Sysorex shall provide paid sick days to Employee, to the same extent, and on the same terms and conditions, it shall provide such paid time off to other senior management employees of the Company.

For the purposes of this Agreement all references to business products, services and sales of Sysorex shall include those of Sysorex’s subsidiaries and/ or affiliates including SGS.

All systems, inventions, discoveries, apparatus, techniques, methods, know-how, formulae or improvements made, developed or conceived by Employee during Employee’s employment by Sysorex or SGS, whenever or wherever made, developed or conceived, and whether or not during business hours, which constitute an improvement, on those heretofore, now or at any time during Employee’s employment, developed, manufactured or used by Sysorex or SGS in connection with the manufacture, process or marketing of any product heretofore or now or hereafter developed or distributed by Sysorex or SGS, or any services to be performed by Sysorex or SGS or of any product which shall or could reasonably be manufactured or developed or marketed in the reasonable expansion of Sysorex or SGS’s business, shall be and continue to remain Sysorex or SGS’s exclusive property, without any added compensation to Employee, and upon the conception of any and every such invention, process, discovery or improvement and without waiting to perfect or complete it, Employee promises and agrees that Employee will immediately disclose it to Sysorex or SGS, as applicable, and to no one else and thenceforth will treat it as the property and secret of Sysorex or SGS.

Employee will also execute any instruments requested from time to time by Sysorex or SGS to vest in it complete title and ownership to such invention, discovery or improvement and will, at the request of Sysorex or SGS, do such acts and execute such instruments as Sysorex or SGS may require, but at Sysorex or SGS’s expense to obtain Letters of Patent, trademarks or copyrights in the United States and foreign countries, for such invention, discovery or improvement and for the purpose of vesting title thereto in Sysorex or SGS, all without any additional compensation of any kind to Employee. Sysorex or SGS hereby notifies Employee that the provisions of this Section 10 do not apply to any inventions for which no equipment, supplies, facilities or trade secret information of Sysorex or SGS was used and which was developed entirely on the Employee’s own time, unless (x) such invention relates to the past, actual or planned business or activities of Sysorex or SGS, including, without limitation, research and development or (y) such invention results in any way from any work performed by the Employee for Sysorex or SGS.

(i) All Confidential Information shall be the sole property of Sysorex or SGS. Employee will not, during the period of his employment for any reason, disclose to any person or entity or use or otherwise exploit for Employee’s own benefit or for the benefit of any other person or entity any Confidential Information which is disclosed to Employee or which becomes known to Employee in the course of his employment with Sysorex or SGS without the prior written consent of another officer of Sysorex or SGS except as may be necessary and appropriate, in Employee’s reasonable judgment, in the ordinary course of performing his duties to Sysorex or SGS during the period of his employment with Sysorex or SGS or as may be required by law, legal process, or lawful exercise of authority. For purposes of this Section 11(i), “Confidential Information” shall mean any data or information belonging to Sysorex or SGS, other than Trade Secrets, that is of value to Sysorex or SGS and is not generally known to competitors of Sysorex or SGS or to the public, and is maintained as confidential by Sysorex or SGS, including but not limited to non-public information about Sysorex or SGS’s clients, executives, key contractors and other contractors and information with respect to its products, designs, services, strategies, pricing, processes, procedures, research, development, inventions, improvements, purchasing, accounting, engineering and marketing (including any discussions or negotiations with any third parties). Notwithstanding the foregoing, no information will he deemed to be Confidential Information unless such information is treated by Sysorex or SGS as confidential and shall not include any data or information of Sysorex or SGS that has been voluntarily disclosed to the public by Sysorex or SGS (except where such public disclosure has been made without the authorization of Sysorex or SGS), or that has been independently developed and disclosed by others, or that otherwise enters the public domain through lawful means.

(ii) All Trade Secrets shall be the sole property of Sysorex or SGS. Employee agrees that during his employment with Sysorex or SGS and forever after his termination, Employee will keep in confidence and trust and will not use or disclose any Trade Secret or anything relating to any Trade Secret, or deliver any Trade Secret, to any person or entity outside Sysorex or SGS without the prior written consent of the Board of Directors of Sysorex or SGS, as applicable. For purposes of this Section 11(i), “Trade Secrets” shall mean any scientific, technical and non-technical data, information, formula, pattern, compilation, program, device, method, technique, drawing, process, financial data, financial plan, product plan or list of actual or potential customers or vendors and suppliers of Sysorex or SGS or any portion or part thereof, whether or not copyrightable or patentable, that is of value to Sysorex or SGS and is not generally known to competitors of Sysorex or SGS or to the public, and whose confidentiality is maintained, including unpatented and un-copyrighted information relating to Sysorex or SGS’s products, information concerning proposed new products or services, market feasibility studies, proposed or existing marketing techniques or plans and customer consumption data, usage or load data, and any other information that constitutes a trade secret as defined in the Virginia Uniform Trade Secrets Act that appears at Chapter 26 of Title 59.1 of the Virginia Code, in each case to the extent that Sysorex or SGS, as the context requires, derives economic value, actual or potential, from such information not being generally known to, and not being readily ascertainable by proper means by, other persons or entities who can obtain economic value from its disclosure or use. This Section 11(ii) is subject to the limited qualification that in accordance with the Defend Trade Secrets Act of 2016, an individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made either: (1) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

(iii) Notwithstanding anything else set forth herein, nothing in this Employment Agreement shall be construed to prohibit Employee from reporting, without first notifying the Company or otherwise, possible violations of law or regulation to any governmental agency or entity.

During the term of Employee’s employment and for one year thereafter, Employee will not cause or attempt to cause any employee of Sysorex or SGS to cease working for Sysorex or SGS. However, this obligation shall not affect any responsibility Employee may have as an employee of Sysorex or SGS with respect to the bona fide hiring and firing of Sysorex or SGS’s personnel.

Employee will not, during the period of his employment for any reason, directly or indirectly, solicit the business of any customer of Sysorex or SGS for the purpose of, or with the intention of, selling or providing to such customer any product or service in competition with any product or service sold or provided by Sysorex or SGS. For a period of one year after the termination of Employee’s employment, Employee will not, directly or indirectly, use any of Sysorex or SGS’s Trade Secrets in order to induce any of Sysorex or SGS’s customers to cease doing business with Sysorex or SGS or to induce them to become the customer of any other person or entity.

Employee’s employment with Sysorex and/or SGS may be terminated as follows:

(i) Sysorex, in its sole discretion, may terminate Employee’s employment hereunder for any reason without Just Cause (as defined below) at any time, by notifying Employee in writing of its decision.

(ii) If (a) Sysorex terminates Employee’s employment hereunder with both Sysorex and SGS without Just Cause or (b) within the twenty four (24) month period following a Change of Control, Employee resigns from employment with both Sysorex and SGS as a result of and upon a material diminution of Employee’s duties, responsibilities, authority, and position with both Sysorex and SGS, or a material reduction of Employee’s compensation and benefits herein, or if Employee ceases to hold the position of Chief Executive Officer at Sysorex after a Change of Control, Sysorex shall: (l) subject to and conditioned upon Employee signing a full general release of any and all known and unknown claims against Sysorex, SGS and their related parties in a form acceptable to Sysorex and SGS and its sole and absolute discretion, continue to pay to Employee his Base Salary subject to customary payroll practices and withholdings, for six (6) months or for twelve (12) months if Employee was employed by Sysorex (or SGS) for more than twenty-four (24) months from the Effective Date as of the date of resignation or termination; (2) within 45 days of termination or resignation, pay to Employee 100% of the value of any accrued but unpaid bonus that Employee otherwise would have received pursuant to Section 5 hereof through the date of termination; (3) upon termination or resignation, pay to Employee the value of any accrued but unpaid vacation time; and (4) upon termination or resignation, pay to Employee any unreimbursed business expenses and travel expenses that are reimbursable under this Agreement that have been incurred by Employee, subject to the submission of any required documentation; (5) an amount equal to Sysorex’s monthly COBRA premium in effect on the date of termination under Sysorex’s group health plan for the type of coverage in effect under such plan for the Employee (i.e., family coverage) for the number of months applicable to Employee per subparagraph (1) above; and (6) to the extent required under the terms of any benefit plan or this Agreement, the vested portion of any benefit under such plan.

(i) Sysorex may immediately terminate Employee’s employment hereunder for Just Cause (as, defined below) at any time upon delivery of written notice to Employee.

(ii) For purposes of this Agreement, the phrase ’‘Just Cause” means: (A) Employee’s fraud; gross malfeasance, gross negligence, or willful misconduct, with respect to Sysorex or SGS’s business affairs; (B) Employee’s refusal or repeated failure to follow Sysorex or SGS’s established reasonable and lawful policies; (C) Employee’s material breach of this Agreement; or (D) Employee’s conviction of a felony or crime involving moral turpitude. A termination of Employee for Just Cause based on clause (A), (B) or (C) of the preceding sentence will take effect three (3) days after Sysorex gives written notice of its intent to terminate Employee’s employment and Sysorex’s description of the alleged cause, unless (x) Employee, in the good-faith opinion of Sysorex, during such three (3)-day period, remedies the events or circumstances constituting Just Cause or (y) Sysorex determines in good faith that such events or circumstances constituting Just Cause are not susceptible to remediation.

(iii) If Employee’s employment hereunder is terminated by Sysorex for Just Cause, Sysorex will be required to pay to Employee only that portion of his Base Salary, accrued but unused vacation pay, and unreimbursed business expenses, that has been earned or have been incurred through the date of termination and to the extent required under the terms of any benefit plan or this Agreement, and the vested portion of any benefit under such plan.

Employee’s employment ·hereunder will be terminated immediately upon (i) Employee’s “Disability” for a period exceeding three (3) months in any twelve (12) month period, or (ii) Employee’s death. For purposes of this Agreement, “Disability” means Employee’s incapacity due to any physical or mental illness or injury, as determined by a licensed health care provider, which renders Employee unable to perform the essential functions of his position, even with reasonable accommodation(s). Employee warrants, represents and agrees that holding open his position for a period in excess of those provided in this paragraph would not be a reasonable accommodation and would impose an undue hardship on Employer. If Employee’s employment is terminated due to such Disability or death, Employer will be required to pay to Employee or Employee’s estate, as the case may be, unrelated to any amounts that Employee may receive pursuant to any short-term and long-term disability plans or life insurance plans (as applicable), only his Base Salary and accrued but unpaid vacation pay earned through the date of termination, unreimbursed business expenses and to the extent required under the terms of any benefit plan or this Agreement, the vested portion of any benefit under such plan. Employee or Employee’s estate, as the case may be, will not by operation of this provision forfeit any rights in which Employee is vested at the time of Employee’s Disability or death. Notwithstanding any other provision of this Agreement, the Company shall comply with all requirements of the Americans with Disabilities Act.

(i) Should Employee at any time reveal, or threaten to reveal, any Confidential Information or Trade Secret of Employer, or in any way violate, or threaten to violate, Paragraph 12 or 13 of this Agreement, Employer shall be entitled to seek an injunction restraining Employee from doing, or continuing to do so, or performing any such acts; and Employee hereby consents to the issuance of such an injunction without any requirement that Employer post a bond.

(ii) In the event that a proceeding is brought in equity to enforce the provisions of this Paragraph, Employee shall not argue as a defense that there is an adequate remedy at law, nor shall Employer be prevented from seeking any other remedies which may be available.

(iii) The existence of any claim or cause of action by Employer against Employee, or by Employee against Employer, whether predicated upon this Agreement or otherwise, shall not constitute a defense to the enforcement by Employer of the foregoing restrictive covenants but shall be litigated separately.

(i) In the event that there shall be a dispute among the parties arising out of or relating to this Agreement, or the breach thereof (a “‘Dispute’’), the parties agree that such Dispute shall be resolved by final and binding arbitration before a single arbitrator in Herndon, Virginia (or within 25 miles thereof), administered by the American Arbitration Association (the “AAA’’), in accordance with AAA’s Employment ADR Rules then in effect. The arbitrator’s decision shall be final and binding upon the parties, and may be entered and enforced in any court of competent jurisdiction by either of the parties. The arbitrator shall have the power to grant temporary, preliminary and permanent relief, including without limitation, injunctive relief and specific performance.

(ii) The Company and Employee shall each pay half of the direct costs and expenses of the arbitration, including arbitration and arbitrator fees. Except as otherwise provided by statute, Employee and the Company are responsible for their respective attorneys’ fees incurred in connection with enforcing this Agreement. Employee and the Company agree that, to the extent permitted by law, the arbitrator may, in his or her discretion, award reasonable attorneys’ fees to the prevailing party.

(i) Corporate Acts . In his capacity as Sysorex’s Chief Executive Officer and SGS’s President, the Employee shall be indemnified and held harmless by Sysorex and SGS to the fullest extent allowed by law, Sysorex’s and SGS’s charter and by-laws, from and against any and all losses, claims, damages, liabilities, expenses (including legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Employee may be involved, or threatened to be involved, as a party or otherwise by reason of the Employee’s status, which relate to or arise out of Sysorex and SGS, their assets, business or affairs, if in each of the foregoing cases, (1) the Employee acted in good faith and in a manner the Employee believed to be in, or not opposed to, the best interests of Sysorex and SGS, and, with respect to any criminal proceeding, had no reasonable cause to believe the Employee’s conduct was unlawful, and (2) the Employee’s conduct did not constitute gross negligence or willful or wanton misconduct (and Sysorex and SGS shall also advance expenses as incurred to the fullest extent permitted under applicable law, provided the Employee provides an undertaking to repay advances if it is ultimately determined that Employee is not entitled to indemnification). Sysorex and SGS shall advance all expenses incurred by the Employee in connection with the investigation, defense, settlement or appeal of any civil or criminal action or proceeding referenced in this Section 17, including but not necessarily limited to legal counsel, expert witnesses or other litigation-related expenses. The Employee shall be entitled to coverage under Sysorex’s and SGS’s directors and officers liability insurance policy in effect at any time in the future to no lesser extent than any other officers or directors of the Company. After the Employee is no longer employed by Sysorex or SGS, Sysorex shall keep in effect the provisions of this Section 17, which provision shall not be amended except as required by applicable law or except to make changes permitted by law that would enlarge the right of indemnification of the Employee. Notwithstanding anything herein to the contrary, the provisions of this Section 17 shall survive the termination of this Agreement and the termination of the Term for any reason.

(ii) Personal Guarantees . Sysorex shall indemnify and hold harmless the Employee for any liability incurred by him by reason of his execution of any personal guarantee for the benefit of Sysorex or SGS (including but not limited to personal guarantees in connection with office or equipment leases, commercial loans or promissory notes).

(iii) The indemnification provision of this Section 17 shall be in addition to any other liability the Company otherwise may have to the Employee to indemnify him for his conduct in connection with his efforts on the Company’s behalf.

(i) This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and regulations promulgated thereunder (“Section 409A”). To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that no payments due under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(l)(B) of the Code. For purposes of Section 409A, each payment made under this Agreement shall be treated as a separate payment. In no event may Employee, directly or indirectly, designate the calendar year of payment. Notwithstanding anything contained herein to the contrary, Employee shall not be considered to have terminated employment with Employer unless he would be considered to have incurred a “separation of employment” from Employer as the term is defined in Treasury Regulation §1.409A-1(h)(1)(i).

(ii) Notwithstanding the foregoing, if necessary to comply with the restriction in Section 409A(a)(2)(B) of the Code concerning payments to “specified employees,” any payment on account of Employee’s separation from service that would otherwise be due hereunder within six months after such separation shall nonetheless be delayed until the first business day of the seventh month following Employee’s date of termination and the first such payment shall include the cumulative amount of any payments that would have been paid prior to such date if not for such restriction, together with interest on such cumulative amount during the period of such restriction at a rate, per annum, equal to the applicable federal short-term rate (compounded monthly) in effect under Section 1274(d) of the Code on the date of termination. For purposes of Section 17 hereof, Employee shall be a “specified employee” for the 12-month period beginning on the first day of the fourth month following each “Identification Date” if he is a “key employee” (as defined in Section 416(i) of the Code without regard to Section 416(i)(5) thereof) of Employer at any time during the 12-month period ending on the ’“Identification Date.” For purposes of the foregoing, the Identification Date shall be December 31.”

(iii) All reimbursements provided under this Agreement shall be. made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Employee’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement is not subject to liquidation or exchange for another benefit.

If any provision of this Agreement shall be declared, by a court of competent jurisdiction or arbitrator, to be invalid, illegal or incapable of being enforced in whole or in part, the remaining conditions and provisions or portions thereof shall nevertheless remain in full force and effect and enforceable to the extent they are valid, legal and enforceable, and no provision shall be deemed dependent upon any covenant or provision so expressed herein.

The parties hereto have made no agreements, representations or warranties relating to the subject matter of this Agreement which are not set forth herein. The provisions of this Agreement may not be amended, supplemented, waived, or changed orally, but only in writing and signed by Employee and a duly authorized officer of the Company.

The rights, benefits, duties and obligations under this Agreement shall inure to, and be binding upon, the Employer, its successors and assigns, and upon the Employee and his legal representatives, heirs and legatees. This Agreement constitutes a personal service agreement, and the performance of the Employee’s obligations hereunder may not be transferred or assigned by the Employee.

The failure of either party to insist upon the strict performance of any of the terms, conditions and provisions of this Agreement shall not be construed as a waiver or relinquishment of future compliance therewith, and said terms, conditions and provisions shall remain in full force and effect. No waiver of any term or condition of this Agreement, on the part of either party, shall be effective for any purpose whatsoever unless such waiver is in writing and signed by such party.

Execution; Governing Law. This Amendment may be executed and delivered in counterpart signature pages executed and delivered via facsimile transmission or via email with scan or email attachment, and any such counterpart executed and delivered via facsimile transmission or via email with scan or email attachment will be deemed an original for all intents and purposes. This Amendment shall be construed and enforced under and be governed in all respects by the laws of the Commonwealth of Virginia, without regard to the conflict of laws principles thereof, and, for the avoidance of doubt, shall include both the statutory and common law of Virginia, except to the extent preempted by federal law.

All written notices required by this Agreement shall be deemed given when delivered personally, deemed given when delivered by registered or certified mail, return receipt requested, or when delivered by email (unless delivered after hours in which case notice shall be deemed given the next business day) to the parties at their addresses set forth below their respective signatures on this Agreement or to such other address as a party may designate from time to time.

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IN WITNESS WHEREOF , this Amended and Restated Employment Agreement is dated as of the ___ day of _____, 2018.

Exhibit 10.5

EMPLOYMENT AGREEMENT

This Employment Agreement ("Agreement") effective [_], 2018 (the "Effective Date"), is entered into by and among Sysorex, Inc., a Nevada corporation (“Sysorex”), Sysorex Government Services, Inc., a Virginia corporation (“SGS”), and Vincent Loiacono, an individual currently residing in Maryland (the "Employee").

WITNESSETH:

WHEREAS , Sysorex desires to employ Employee to serve as its Chief Financial Officer and as Chief Financial Officer of its wholly-owned subsidiary, SGS, and Employee desires to be employed in such capacity pursuant to the terms and conditions hereinafter set forth.

NOW THEREFORE , in consideration of the foregoing and the mutual promises and covenants herein contained, it is agreed as follows:

Sysorex hereby employs Employee as Chief Financial Officer of Sysorex, and SGS hereby employs Employee as Chief Financial Officer of SGS. Subject at all times to the direction of the respective Board of Directors of Sysorex or SGS, as applicable, Employee shall perform those duties and hold those responsibilities that are usual and customary for holders of such roles to perform and hold. Employee shall primarily perform his job duties in Herndon, VA unless the location is changed by mutual agreement.

Employee hereby accepts employment by Sysorex and SGS, upon the terms and conditions contained herein, and agrees that during the term of this Agreement the Employee shall devote substantially all of his business time, attention, and energies to the business of Sysorex and SGS. Employee, during the term of this Agreement, will not perform any services for any other business entity, whether such entity conducts a business which is competitive with the business of Sysorex or SGS or is engaged in any other business activity; provided, however, that nothing herein contained shall be construed as (a) preventing Employee from investing his personal assets in any business or businesses which do not compete directly or indirectly with Sysorex or SGS, provided such investment or investments do not require any services on his part in the operation of the affairs of the entity in which such investment is made and in which his participation is solely that of an investor, (b) preventing Employee from purchasing securities in any corporation whose securities are regularly traded, if such purchases shall not result in his owning beneficially, at any time, more than 5% of the equity securities of any corporation engaged in a business which is competitive, directly or indirectly, to that of Sysorex or SGS, or (c) preventing Employee from engaging in any other activities, if he receives the prior written approval of the Board of Directors of Sysorex with respect to his engaging in such activities.

In connection with his engagement hereunder, Employee shall accurately maintain and preserve all notes and records generated by Sysorex or SGS which relate to Sysorex or SGS and its businesses and shall make all such reports, written if required, as Sysorex or SGS may reasonably require.

Employee’s employment with SGS commenced on March 12, 2018 (the “Start Date”) and has continued uninterrupted through the date of this Agreement. Pursuant to this Agreement, the term of Employee’s at-will employment shall continue until terminated pursuant to Section 14 hereof.

As full compensation for the performance of his duties on behalf of Sysorex and SGS, Employee shall be compensated as follows:

(i) Base Salary . Employer shall pay Employee a base salary at the rate of One Hundred Seventy-Five Thousand Dollars ($175,000) per annum, payable semi-monthly ("Base Salary").

(ii) Bonuses . In addition to Base Salary, the Company shall provide Employee with quarterly incentive payments of Fifteen Thousand Dollars ($15,000) per quarter, which shall be paid to Employee within forty-five (45) days of the close of each calendar quarter. Employee shall also be eligible for inclusion in any executive bonus pools, discretionary performance bonuses (based on targets in Exhibit A or other performance objectives) or deferred compensation plans that the Company may establish in its sole discretion provided however, that any bonuses shall be subject to Section 14(a) hereof and no bonus shall be paid if Employee is no longer employed by the Company on the date of payment.

Sysorex and SGS, as applicable, shall pay or reimburse the Employee for all reasonable business expenses incurred by Employee in the performance of his duties hereunder including, but not limited to, lodging and travel expenses relating to Sysorex or SGS business, mobile phone and data usage, customer entertainment and certain pre-approved home office expenses not paid directly by Sysorex or SGS. Reimbursement for the foregoing expenses will be made in accordance with regular Sysorex or SGS policy, as applicable, and within a reasonable period following Employee's presentation of the details of, and proof of, such expenses.

(i) During the term of this Agreement, Sysorex shall provide medical, dental, and vision insurance coverage to Employee, his spouse and his children, to the same extent, and on the same terms and conditions, it shall provide such coverage to other senior management employees of Sysorex.

(ii) During the term of this Agreement, Employee shall be permitted to participate in Sysorex’s 401K Plan, to the same extent, and on the same terms and conditions, as other senior management employees of the Company shall be permitted to participate.

(iii) During the term of this Agreement, Sysorex shall provide to Employee three (3) weeks paid vacation days per year, provided that paid vacation days have accrued with SGS monthly from the Start Date, less any paid vacation days taken since the Start Date, will determine the number of available paid vacation days at the time of effectiveness of this Agreement, and, provided further, that once the total number of accrued and unused vacation days reaches 15 days paid vacation days shall no longer continue to accrue until the number of unused vacation days falls below 15.

(iv) During the term of this Agreement, Sysorex shall provide paid sick days to Employee, to the same extent, and on the same terms and conditions, it shall provide such paid time off to other senior management employees of the Company.

For the purposes of this Agreement all references to business products, services and sales of Sysorex shall include those of Sysorex's subsidiaries and/ or affiliates including SGS.

All systems, inventions, discoveries, apparatus, techniques, methods, know-how, formulae or improvements made, developed or conceived by Employee during Employee's employment by Sysorex or SGS, whenever or wherever made, developed or conceived, and whether or not during business hours, which constitute an improvement, on those heretofore, now or at any time during Employee's employment, developed, manufactured or used by Sysorex or SGS in connection with the manufacture, process or marketing of any product heretofore or now or hereafter developed or distributed by Sysorex or SGS, or any services to be performed by Sysorex or SGS or of any product which shall or could reasonably be manufactured or developed or marketed in the reasonable expansion of Sysorex or SGS's business, shall be and continue to remain Sysorex or SGS's exclusive property, without any added compensation to Employee, and upon the conception of any and every such invention, process, discovery or improvement and without waiting to perfect or complete it, Employee promises and agrees that Employee will immediately disclose it to Sysorex or SGS, as applicable, and to no one else and thenceforth will treat it as the property and secret of Sysorex or SGS.

Employee will also execute any instruments requested from time to time by Sysorex or SGS to vest in it complete title and ownership to such invention, discovery or improvement and will, at the request of Sysorex or SGS, do such acts and execute such instruments as Sysorex or SGS may require, but at Sysorex or SGS's expense to obtain Letters of Patent, trademarks or copyrights in the United States and foreign countries, for such invention, discovery or improvement and for the purpose of vesting title thereto in Sysorex or SGS, all without any additional compensation of any kind to Employee. Sysorex or SGS hereby notifies Employee that the provisions of this Section 9 do not apply to any inventions for which no equipment, supplies, facilities or trade secret information of Sysorex or SGS was used and which was developed entirely on the Employee's own time, unless (x) such invention relates to the past, actual or planned business or activities of Sysorex or SGS, including, without limitation, research and development or (y) such invention results in any way from any work performed by the Employee for Sysorex or SGS.

(i) All Confidential Information shall be the sole property of Sysorex or SGS. Employee will not, during the period of his employment for any reason, disclose to any person or entity or use or otherwise exploit for Employee's own benefit or for the benefit of any other person or entity any Confidential Information which is disclosed to Employee or which becomes known to Employee in the course of his employment with Sysorex or SGS without the prior written consent of another officer of Sysorex or SGS except as may be necessary and appropriate, in Employee's reasonable judgment, in the ordinary course of performing his duties to Sysorex or SGS during the period of his employment with Sysorex or SGS or as may be required by law, legal process, or lawful exercise of authority. For purposes of this Section 10(i), "Confidential Information" shall mean any data or information belonging to Sysorex or SGS, other than Trade Secrets, that is of value to Sysorex or SGS and is not generally known to competitors of Sysorex or SGS or to the public, and is maintained as confidential by Sysorex or SGS, including but not limited to non-public information about Sysorex or SGS's clients, executives, key contractors and other contractors and information with respect to its products, designs, services, strategies, pricing, processes, procedures, research, development, inventions, improvements, purchasing, accounting, engineering and marketing (including any discussions or negotiations with any third parties). Notwithstanding the foregoing, no information will he deemed to be Confidential Information unless such information is treated by Sysorex or SGS as confidential and shall not include any data or information of Sysorex or SGS that has been voluntarily disclosed to the public by Sysorex or SGS (except where such public disclosure has been made without the authorization of Sysorex or SGS), or that has been independently developed and disclosed by others, or that otherwise enters the public domain through lawful means.

(ii) All Trade Secrets shall be the sole property of Sysorex or SGS. Employee agrees that during his employment with Sysorex or SGS and forever after his termination, Employee will keep in confidence and trust and will not use or disclose any Trade Secret or anything relating to any Trade Secret, or deliver any Trade Secret, to any person or entity outside Sysorex or SGS without the prior written consent of the Board of Directors of Sysorex or SGS, as applicable. For purposes of this Section 10(i), “Trade Secrets” shall mean any scientific, technical and non-technical data, information, formula, pattern, compilation, program, device, method, technique, drawing, process, financial data, financial plan, product plan or list of actual or potential customers or vendors and suppliers of Sysorex or SGS or any portion or part thereof, whether or not copyrightable or patentable, that is of value to Sysorex or SGS and is not generally known to competitors of Sysorex or SGS or to the public, and whose confidentiality is maintained, including unpatented and un-copyrighted information relating to Sysorex or SGS's products, information concerning proposed new products or services, market feasibility studies, proposed or existing marketing techniques or plans and customer consumption data, usage or load data, and any other information that constitutes a trade secret as defined in the Virginia Uniform Trade Secrets Act that appears at Chapter 26 of Title 59.1 of the Virginia Code, in each case to the extent that Sysorex or SGS, as the context requires, derives economic value, actual or potential, from such information not being generally known to, and not being readily ascertainable by proper means by, other persons or entities who can obtain economic value from its disclosure or use. This Section 11(ii) is subject to the limited qualification that in accordance with the Defend Trade Secrets Act of 2016, an individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made either: (1) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

(iii) Notwithstanding anything else set forth herein, nothing in this Employment Agreement shall be construed to prohibit Employee from reporting, without first notifying the Company or otherwise, possible violations of law or regulation to any governmental agency or entity.

During the term of Employee's employment and for one year thereafter, Employee will not cause or attempt to cause any employee of Sysorex or SGS to cease working for Sysorex or SGS. However, this obligation shall not affect any responsibility Employee may have as an employee of Sysorex or SGS with respect to the bona fide hiring and firing of Sysorex or SGS's personnel.

Employee will not, during the period of his employment for any reason, directly or indirectly, solicit the business of any customer of Sysorex or SGS for the purpose of, or with the intention of, selling or providing to such customer any product or service in competition with any product or service sold or provided by Sysorex or SGS. For a period of one year after the termination of Employee's employment, Employee will not, directly or indirectly, use any of Sysorex or SGS's Trade Secrets in order to induce any of Sysorex or SGS's customers to cease doing business with Sysorex or SGS or to induce them to become the customer of any other person or entity.

Employee's employment with Sysorex and/or SGS may be terminated as follows:

(i) Sysorex, in its sole discretion, may terminate Employee's employment hereunder for any reason without Just Cause (as defined below)) at any time, by notifying Employee in writing of its decision.

(ii) If (a) Sysorex terminates Employee's employment hereunder with both Sysorex and SGS without Just Cause or (b) within the twenty four (24) month period following a Change of Control, Employee resigns from employment with both Sysorex and SGS as a result of and upon a material diminution of Employee's duties, responsibilities, authority, and position with both Sysorex and SGS, or a material reduction of Employee's compensation and benefits herein, or if Employee ceases to hold the position of Chief Financial Officer at Sysorex after a Change of Control, Sysorex shall: (l) continue to pay to Employee his Base Salary) subject to customary payroll practices and withholdings, for one (1) month for every three (3) months of employment after the Effective Date up to a maximum of six (6) months subject to and conditioned upon Employee signing a full general release of any and all known and unknown claims against Sysorex, SGS and their related parties in a form acceptable to Sysorex and SGS and its sole and absolute discretion; (2) within 45 days of termination or resignation, pay to Employee 100% of the value of any accrued but unpaid bonus that Employee otherwise would have received pursuant to Section 5 hereof through the date of termination; (3) upon termination or resignation, pay to Employee the value of any accrued but unpaid vacation time; and (4) upon termination or resignation, pay to Employee any unreimbursed business expenses and travel expenses that are reimbursable under this Agreement that have been incurred by Employee, subject to the submission of any required documentation; (5) an amount equal to Sysorex's monthly COBRA premium in effect on the date of termination under Sysorex's group health plan for the type of coverage in effect under such plan for the Employee (i.e., family coverage) for the number of months applicable to Employee per subparagraph (1) above; and (6) to the extent required under the terms of any benefit plan or this Agreement, the vested portion of any benefit under such plan.

(i) Sysorex may immediately terminate Employee's employment hereunder for Just Cause (as, defined below) at any time upon delivery of written notice to Employee.

(ii) For purposes of this Agreement, the phrase ''Just Cause" means: (A) Employee's fraud; gross malfeasance, gross negligence, or willful misconduct, with respect to Sysorex or SGS's business affairs; (B) Employee's refusal or repeated failure to follow Sysorex or SGS's established reasonable and lawful policies; (C) Employee's material breach of this Agreement; or (D) Employee's conviction of a felony or crime involving moral turpitude. A termination of Employee for Just Cause based on clause (A), (B) or (C) of the preceding sentence will take effect three (3) days after Sysorex gives written notice of its intent to terminate Employee's employment and Sysorex's description of the alleged cause, unless (x) Employee, in the good-faith opinion of Sysorex, during such three (3)-day period, remedies the events or circumstances constituting Just Cause or (y) Sysorex determines in good faith that such events or circumstances constituting Just Cause are not susceptible to remediation.

(iii) If Employee's employment hereunder is terminated by Sysorex for Just Cause, Sysorex will be required to pay to Employee only that portion of his Base Salary, accrued but unused vacation pay, and unreimbursed business expenses, that has been earned or have been incurred through the date of termination and to the extent required under the terms of any benefit plan or this Agreement, and the vested portion of any benefit under such plan.

Employee's employment ·hereunder will be terminated immediately upon (i) Employee's "Disability" for a period exceeding three (3) months in any twelve (12) month period, or (ii) Employee's death. For purposes of this Agreement, "Disability" means Employee's incapacity due to any physical or mental illness or injury, as determined by a licensed health care provider, which renders Employee unable to perform the essential functions of his position, even with reasonable accommodation(s). Employee warrants, represents and agrees that holding open his position for a period in excess of those provided in this paragraph would not be a reasonable accommodation and would impose an undue hardship on Employer. If Employee's employment is terminated due to such Disability or death, Employer will be required to pay to Employee or Employee's estate, as the case may be, unrelated to any amounts that Employee may receive pursuant to any short-term and long-term disability plans or life insurance plans (as applicable), only his Base Salary and accrued but unpaid vacation pay earned through the date of termination, unreimbursed business expenses and to the extent required under the terms of any benefit plan or this Agreement, the vested portion of any benefit under such plan. Employee or Employee's estate, as the case may be, will not by operation of this provision forfeit any rights in which Employee is vested at the time of Employee's Disability or death. Notwithstanding any other provision of this Agreement, the Company shall comply with all requirements of the Americans with Disabilities Act.

(i) Should Employee at any time reveal, or threaten to reveal, any Confidential Information or Trade Secret of Employer, or in any way violate, or threaten to violate, Paragraph 11 or 12 of this Agreement, Employer shall be entitled to seek an injunction restraining Employee from doing, or continuing to do so, or performing any such acts; and Employee hereby consents to the issuance of such an injunction without any requirement that Employer post a bond.

(ii) In the event that a proceeding is brought in equity to enforce the provisions of this Paragraph, Employee shall not argue as a defense that there is an adequate remedy at law, nor shall Employer be prevented from seeking any other remedies which may be available.

(iii) The existence of any claim or cause of action by Employer against Employee, or by Employee against Employer, whether predicated upon this Agreement or otherwise, shall not constitute a defense to the enforcement by Employer of the foregoing restrictive covenants but shall be litigated separately.

(i) In the event that there shall be a dispute among the parties arising out of or relating to this Agreement, or the breach thereof (a "'Dispute''), the parties agree that such Dispute shall be resolved by final and binding arbitration before a single arbitrator in Herndon, Virginia (or within 25 miles thereof), administered by the American Arbitration Association (the "AAA''), in accordance with AAA's Employment ADR Rules then in effect. The arbitrator's decision shall be final and binding upon the parties, and may be entered and enforced in any court of competent jurisdiction by either of the parties. The arbitrator shall have the power to grant temporary, preliminary and permanent relief, including without limitation, injunctive relief and specific performance.

(ii) The Company and Employee shall each pay half of the direct costs and expenses of the arbitration, including arbitration and arbitrator fees. Except as otherwise provided by statute, Employee and the Company are responsible for their respective attorneys' fees incurred in connection with enforcing this Agreement. Employee and the Company agree that, to the extent permitted by law, the arbitrator may, in his or her discretion, award reasonable attorneys' fees to the prevailing party.

(i) Corporate Acts . In his capacity as Sysorex’s Chief Executive Officer and SGS’s President, the Employee shall be indemnified and held harmless by Sysorex and SGS to the fullest extent allowed by law, Sysorex’s and SGS’s charter and by-laws, from and against any and all losses, claims, damages, liabilities, expenses (including legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Employee may be involved, or threatened to be involved, as a party or otherwise by reason of the Employee’s status, which relate to or arise out of Sysorex and SGS, their assets, business or affairs, if in each of the foregoing cases, (1) the Employee acted in good faith and in a manner the Employee believed to be in, or not opposed to, the best interests of Sysorex and SGS, and, with respect to any criminal proceeding, had no reasonable cause to believe the Employee’s conduct was unlawful, and (2) the Employee’s conduct did not constitute gross negligence or willful or wanton misconduct (and Sysorex and SGS shall also advance expenses as incurred to the fullest extent permitted under applicable law, provided the Employee provides an undertaking to repay advances if it is ultimately determined that Employee is not entitled to indemnification). Sysorex and SGS shall advance all expenses incurred by the Employee in connection with the investigation, defense, settlement or appeal of any civil or criminal action or proceeding referenced in this Section 16, including but not necessarily limited to legal counsel, expert witnesses or other litigation-related expenses. The Employee shall be entitled to coverage under Sysorex’s and SGS’s directors and officers liability insurance policy in effect at any time in the future to no lesser extent than any other officers or directors of the Company. After the Employee is no longer employed by Sysorex or SGS, Sysorex shall keep in effect the provisions of this Section 16, which provision shall not be amended except as required by applicable law or except to make changes permitted by law that would enlarge the right of indemnification of the Employee. Notwithstanding anything herein to the contrary, the provisions of this Section 16 shall survive the termination of this Agreement and the termination of the Term for any reason.

(ii) Personal Guarantees . Sysorex shall indemnify and hold harmless the Employee for any liability incurred by him by reason of his execution of any personal guarantee for the benefit of Sysorex or SGS (including but not limited to personal guarantees in connection with office or equipment leases, commercial loans or promissory notes).

(iii) The indemnification provision of this Section 16 shall be in addition to any other liability the Company otherwise may have to the Employee to indemnify him for his conduct in connection with his efforts on the Company’s behalf.

(i) This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and regulations promulgated thereunder ("Section 409A"). To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that no payments due under this Agreement shall be subject to an "additional tax" as defined in Section 409A(a)(l)(B) of the Code. For purposes of Section 409A, each payment made under this Agreement shall be treated as a separate payment. In no event may Employee, directly or indirectly, designate the calendar year of payment. Notwithstanding anything contained herein to the contrary, Employee shall not be considered to have terminated employment with Employer unless he would be considered to have incurred a “separation of employment” from Employer as the term is defined in Treasury Regulation §1.409A-1(h)(1)(i).

(ii) Notwithstanding the foregoing, if necessary to comply with the restriction in Section 409A(a)(2)(B) of the Code concerning payments to "specified employees," any payment on account of Employee's separation from service that would otherwise be due hereunder within six months after such separation shall nonetheless be delayed until the first business day of the seventh month following Employee's date of termination and the first such payment shall include the cumulative amount of any payments that would have been paid prior to such date if not for such restriction, together with interest on such cumulative amount during the period of such restriction at a rate, per annum, equal to the applicable federal short-term rate (compounded monthly) in effect under Section 1274(d) of the Code on the date of termination. For purposes of Section 17 hereof, Employee shall be a "specified employee" for the 12-month period beginning on the first day of the fourth month following each "Identification Date" if he is a "key employee” (as defined in Section 416(i) of the Code without regard to Section 416(i)(5) thereof) of Sysorex and/or SGS at any time during the 12-month period ending on the '"Identification Date." For purposes of the foregoing, the Identification Date shall be December 31."

(iii) All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Employee's lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement is not subject to liquidation or exchange for another benefit.

If any provision of this Agreement shall be declared, by a court of competent jurisdiction or arbitrator, to be invalid, illegal or incapable of being enforced in whole or in part, the remaining conditions and provisions or portions thereof shall nevertheless remain in full force and effect and enforceable to the extent they are valid, legal and enforceable, and no provision shall be deemed dependent upon any covenant or provision so expressed herein.

The parties hereto have made no agreements, representations or warranties relating to the subject matter of this Agreement which are not set forth herein. The provisions of this Agreement may not be amended, supplemented, waived, or changed orally, but only in writing and signed by Employee and a duly authorized officer of the Company.

The rights, benefits, duties and obligations under this Agreement shall inure to, and be binding upon, the Employer, its successors and assigns, and upon the Employee and his legal representatives, heirs and legatees. This Agreement constitutes a personal service agreement, and the performance of the Employee's obligations hereunder may not be transferred or assigned by the Employee.

The failure of either party to insist upon the strict performance of any of the terms, conditions and provisions of this Agreement shall not be construed as a waiver or relinquishment of future compliance therewith, and said terms, conditions and provisions shall remain in full force and effect. No waiver of any term or condition of this Agreement, on the part of either party, shall be effective for any purpose whatsoever unless such waiver is in writing and signed by such party.

Execution; Governing Law. This Amendment may be executed and delivered in counterpart signature pages executed and delivered via facsimile transmission or via email with scan or email attachment, and any such counterpart executed and delivered via facsimile transmission or via email with scan or email attachment will be deemed an original for all intents and purposes. This Amendment shall be construed and enforced under and be governed in all respects by the laws of the Commonwealth of Virginia, without regard to the conflict of laws principles thereof, and, for the avoidance of doubt, shall include both the statutory and common law of Virginia, except to the extent preempted by federal law.

All written notices required by this Agreement shall be deemed given when delivered personally, deemed given when delivered by registered or certified mail, return receipt requested, or when delivered by email (unless delivered after hours in which case notice shall be deemed given the next business day) to the parties at their addresses set forth below their respective signatures on this Agreement or to such other address as a party may designate from time to time.

[ Signature page follows on next page]

IN WITNESS WHEREOF , this Amended and Restated Employment Agreement is dated as of the ___ day of _____, 2018.

Exhibit 10.6

CORPORATE GUARANTY

This Corporate Guaranty (“Guaranty”) is issued effective June 22, 2016, by Sysorex Global, Inc., a Nevada corporation with offices located at 2479 E. Bayshore Road, Suite 195, Palo Alto, CA 94303 (“Guarantor”) to induce Avnet, Inc., a New York corporation with offices at 2211 S. 47 ^th Street, Phoenix, AZ 85034 and its subsidiaries and affiliates listed in Exhibit A (“Avnet”) to extend credit to Guarantor’s affiliates and subsidiaries listed in Exhibit B (“Debtor”).

Avnet Confidential & Proprietary

Avnet Corporate Guaranty

Avnet Confidential & Proprietary

Avnet Corporate Guaranty

Sysorex Global, Inc.

Avnet Confidential & Proprietary

Avnet Corporate Guaranty

EXHIBIT A

Avnet Confidential & Proprietary

Avnet Corporate Guaranty

EXHIBIT B

Sysorex USA, a California Corporation

Avnet Confidential & Proprietary

Avnet Corporate Guaranty

Exhibit 10.8

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (this “ Agreement ”) is made and entered into as of this ___ day of ______, 20__, by and between , a Nevada corporation (the “ Company ”), and the undersigned (“ Indemnitee ”).

WHEREAS, at the request of the Company, Indemnitee currently serves as an executive officer and/or director of the Company and may, therefore, be subjected to claims, suits or proceedings arising as a result of his service; and

WHEREAS, as an inducement to Indemnitee to continue to serve as such executive officer and/or director, the Company has agreed to indemnify and to advance expenses and costs incurred by Indemnitee in connection with any such claims, suits or proceedings, to the fullest extent permitted by law, except as otherwise expressly provided for herein; and

WHEREAS, the parties by this Agreement desire to set forth their agreement regarding indemnification and advance of expenses; and

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Company and Indemnitee do hereby covenant and agree as follows:

Section 1. Definitions. For purposes of this Agreement:

(a) “ Change of Control ” shall mean the occurrence of any of the following events after the Effective Date of this Agreement:

(i) the sale or other disposition of all or substantially all of the Company’s assets; or

(ii) the acquisition, whether directly, indirectly, beneficially (within the meaning of rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act” )) or of record, as a result of a merger, consolidation or otherwise, of securities of the Company representing fifty percent (50%) or more of the aggregate voting power of the Company’s then-outstanding Common Stock by any “person” (within the meaning of Sections 13(d) and 14(d) of the 1934 Act), including, but not limited to, any corporation or group of persons acting in concert, other than (i) the Company or its subsidiaries and/or (ii) any employee pension benefit plan (within the meaning of Section 3(2) of the Employee Retirement Income Security Act of 1974) of the Company or its subsidiaries, including a trust established pursuant to any such plan; or

(iii) the individuals who were members of the Board of Directors as of the Effective Date (the “ Incumbent Board ”) cease to constitute at least two-thirds (2/3) of the Board of Directors; provided, however , that any director appointed by at least two-thirds (2/3) of the then Incumbent Board or nominated by at least two-thirds (2/3) of the Board of Directors or the Corporate Governance / Nominating Committee of the Board of Directors (a majority of the members of the Corporate Governance / Nominating Committee shall be members of the then Incumbent Board or appointees thereof), other than any director appointed or nominated in connection with, or as a result of, a threatened or actual proxy or control contest, shall be deemed to constitute a member of the Incumbent Board.

(b) “ Corporate Status ” means the status of a person who is or was a director, trustee, officer, employee or agent of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise for which such person is or was serving at the request of the Company.

(c) “ Disinterested Director ” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

(d) “ Effective Date ” means the date set forth in the first paragraph of this Agreement.

(e) “ Expenses ” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, or being or preparing to be a witness in a Proceeding.

(f) “ Independent Counsel ” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party, or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. If a Change of Control has not occurred, Independent Counsel shall be selected by the Board of Directors, with the approval of Indemnitee, which approval will not be unreasonably withheld. If a Change of Control has occurred, Independent Counsel shall be selected by Indemnitee, with the approval of the Board of Directors, which approval will not be unreasonably withheld.

(g) “ Proceeding ” includes any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding, whether civil, criminal, administrative or investigative (including on appeal), except one (i) initiated by an Indemnitee pursuant to Section 11 of this Agreement to enforce his rights under this Agreement or (ii) pending or completed on or before the Effective Date, unless otherwise specifically agreed in writing by the Company and Indemnitee.

Section 2. Services by Indemnitee .

Indemnitee will serve as an executive officer and/or director of the Company. However, this Agreement shall not impose any obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company beyond any period otherwise required by law or by other agreements or commitments of the parties, if any.

Section 3. Indemnification — General.

The Company shall indemnify, and advance Expenses to, Indemnitee

(a) as provided in this Agreement and

(b) otherwise to the fullest extent permitted by Nevada law in effect on the date hereof and as amended from time to time; provided, however, that no change in Nevada law shall have the effect of reducing the benefits available to Indemnitee hereunder based on Nevada law as in effect on the date hereof.

The rights of Indemnitee provided in this Section 3 shall include, without limitation, the rights set forth in the other sections of this Agreement, including any additional indemnification permitted by Chapter 78 of the Revised Nevada Revised Statutes (“ NRS ”).

Section 4. Proceedings Other Than Proceedings by or in the Right of the Company.

Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he is, or is threatened to be, made a party to or a witness in any threatened, pending, or completed Proceeding, other than a Proceeding by or in the right of the Company. Pursuant to this Section 4, Indemnitee shall be indemnified against all judgments, penalties, fines and amounts paid in settlement and all Expenses actually and reasonably incurred by him or on his behalf in connection with a Proceeding by reason of his Corporate Status unless it is established that (i) the act or omission of Indemnitee was material to the matter giving rise to the Proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty, (ii) Indemnitee actually received an improper personal benefit in money, property or services, or (iii) in the case of any criminal Proceeding, Indemnitee had reasonable cause to believe that his conduct was unlawful.

Section 5. Proceedings by or in the Right of the Company.

Indemnitee shall be entitled to the rights of indemnification provided in this Section 5 if, by reason of his Corporate Status, he is, or is threatened to be, made a party to or a witness in any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 5, Indemnitee shall be indemnified against all amounts paid in settlement and all Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding unless it is established that (i) the act or omission of Indemnitee was material to the matter giving rise to such a Proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty or (ii) Indemnitee actually received an improper personal benefit in money, property or services.

Section 6. Court-Ordered Indemnification.

Notwithstanding any other provision of this Agreement, a court of appropriate jurisdiction, upon application of Indemnitee and such notice as the court shall require, may order indemnification in the following circumstances:

(a) if it determines Indemnitee is entitled to reimbursement under Chapter 78 of the NRS, the court shall order indemnification, in which case Indemnitee shall be entitled to recover the expenses of securing such reimbursement; or

(b) if it determines that Indemnitee is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not Indemnitee (i) has met the standards of conduct set forth in Chapter 78 of the NRS or (ii) has been adjudged liable for receipt of an improper personal benefit under Chapter 78 of the NRS, the court may order such indemnification as the court shall deem proper.

Section 7. Indemnification for Expenses of a Party Who is Wholly or Partly Successful.

Notwithstanding any other provision of this Agreement, and without limiting any such provision, to the extent that Indemnitee is, by reason of his Corporate Status, made a party to and is successful, on the merits or otherwise, in the defense of any Proceeding, he shall be indemnified for all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee under this Section 7 for all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter, allocated on a reasonable and proportionate basis. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

Section 8. Advance of Expenses.

The Company shall advance all reasonable Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding to which Indemnitee is, or is threatened to be, made a party or a witness, within ten days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by law and by this Agreement has been met and a written undertaking by or on behalf of Indemnitee, in substantially the form attached hereto as Exhibit A or in such form as may be required under applicable law as in effect at the time of the execution thereof, to reimburse the portion of any Expenses advanced to Indemnitee relating to claims, issues or matters in the Proceeding as to which it shall ultimately be established that the standard of conduct has not been met and which have not been successfully resolved as described in Section 7. To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. The undertaking required by this Section 8 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor.

Section 9. Procedure for Determination of Entitlement to Indemnification.

(a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification.

(b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 9(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case:

(i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee; or

(ii) if a Change of Control shall not have occurred, (A) by the Board of Directors (or a duly authorized committee thereof) by a majority vote of a quorum consisting of Disinterested Directors (“ Disinterested Directors ”), or (B) if a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee, or (C) if so directed by a majority of the members of the Board of Directors, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten days after such determination.

Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company shall indemnify and hold Indemnitee harmless therefrom.

Section 10. Presumptions and Effect of Certain Proceedings.

(a) In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making of any determination contrary to that presumption.

(b) The termination of any Proceeding by judgment, order, settlement, conviction, a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment, does not create a presumption that Indemnitee did not meet the requisite standard of conduct described herein for indemnification.

Section 11. Remedies of Indemnitee.

(a) If (i) a determination is made pursuant to Section 9 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advance of Expenses is not timely made pursuant to Section 8 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 9(b) of this Agreement within 30 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement within ten days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not made within ten days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Nevada, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advance of Expenses. Alternatively, Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 11(a); provided, however, that the foregoing clause shall not apply to a proceeding brought by Indemnitee to enforce his rights under Section 7 of this Agreement.

(b) In any judicial proceeding or arbitration commenced pursuant to this Section 11 the Company shall have the burden of proving that Indemnitee is not entitled to indemnification or advance of Expenses, as the case may be.

(c) If a determination shall have been made pursuant to Section 9(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 11, absent a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification.

(d) In the event that Indemnitee, pursuant to this Section 11, seeks a judicial adjudication of or an award in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company for, any and all Expenses actually and reasonably incurred by him in such judicial adjudication or arbitration. If it shall be determined in such judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification or advance of Expenses sought, the Expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be appropriately prorated.

Section 12. Defense of the Underlying Proceeding.

(a) Indemnitee shall notify the Company promptly upon being served with or receiving any summons, citation, subpoena, complaint, indictment, information, notice, request or other document relating to any Proceeding which may result in the right to indemnification or the advance of Expenses hereunder; provided, however, that the failure to give any such notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to indemnification or the advance of Expenses under this Agreement unless the Company’s ability to defend in such Proceeding or to obtain proceeds under any insurance policy is materially and adversely prejudiced thereby, and then only to the extent the Company is thereby actually so prejudiced.

(b) Subject to the provisions of the last sentence of this Section 12(b) and of Section 12(c) below, the Company shall have the right to defend Indemnitee in any Proceeding which may give rise to indemnification hereunder; provided, however, that the Company shall notify Indemnitee of any such decision to defend within 15 calendar days following receipt of notice of any such Proceeding under Section 12(a) above. The Company shall not, without the prior written consent of Indemnitee, which shall not be unreasonably withheld or delayed, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise which (i) includes an admission of fault of Indemnitee or (ii) does not include, as an unconditional term thereof, the full release of Indemnitee from all liability in respect of such Proceeding, which release shall be in form and substance reasonably satisfactory to Indemnitee. This Section 12(b) shall not apply to a Proceeding brought by Indemnitee under Section 11 above or Section 18 below.

(c) Notwithstanding the provisions of Section 12(b) above, if in a Proceeding to which Indemnitee is a party by reason of Indemnitee’s Corporate Status, (i) Indemnitee reasonably concludes, based upon an opinion of counsel approved by the Company, which approval shall not be unreasonably withheld, that he may have separate defenses or counterclaims to assert with respect to any issue which may not be consistent with other defendants in such Proceeding, (ii) Indemnitee reasonably concludes, based upon an opinion of counsel approved by the Company, which approval shall not be unreasonably withheld, that an actual or apparent conflict of interest or potential conflict of interest exists between Indemnitee and the Company, or (iii) if the Company fails to assume the defense of such Proceeding in a timely manner, Indemnitee shall be entitled to be represented by separate legal counsel of Indemnitee’s choice, subject to the prior approval of the Company, which shall not be unreasonably withheld, at the expense of the Company. In addition, if the Company fails to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any Proceeding to deny or to recover from Indemnitee the benefits intended to be provided to Indemnitee hereunder, Indemnitee shall have the right to retain counsel of Indemnitee’s choice, subject to the prior approval of the Company, which shall not be unreasonably withheld, at the expense of the Company (subject to Section 11(d)), to represent Indemnitee in connection with any such matter.

Section 13. Non-Exclusivity; Survival of Rights; Subrogation; Insurance.

(a) The rights of indemnification and advance of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Articles of Incorporation of the Company (as amended from time to time, the “ Charter ”) or the bylaws of the Company (as amended from time to time, the “ Bylaws ”), any agreement or a resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal.

(b) In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

(c) The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable or payable or reimbursable as expenses hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

Section 14. Insurance.

The Company will use its reasonable best efforts to acquire directors and officers liability insurance, on terms and conditions deemed appropriate by the Board of Directors of the Company, with the advice of counsel, covering Indemnitee or any claim made against Indemnitee for service as a director or officer of the Company and covering the Company for any indemnification or advance of Expenses made by the Company to Indemnitee for any claims made against Indemnitee for service as a director or officer of the Company. Without in any way limiting any other obligation under this Agreement, the Company shall indemnify Indemnitee for any payment by Indemnitee arising out of the amount of any deductible or retention and the amount of any excess of the aggregate of all judgments, penalties, fines, settlements and reasonable Expenses incurred by Indemnitee in connection with a Proceeding over the coverage of any insurance referred to in the previous sentence.

Section 15. Indemnification for Expenses of a Witness.

Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a witness in any Proceeding, whether instituted by the Company or any other party, and to which Indemnitee is not a party, he shall be advanced all reasonable Expenses and indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.

Section 16. Duration of Agreement; Binding Effect.

(a) This Agreement shall continue until and terminate ten years after the date that Indemnitee’s Corporate Status shall have ceased; provided, that the rights of Indemnitee hereunder shall continue until the final termination of any Proceeding then pending in respect of which Indemnitee is granted rights of indemnification or advance of Expenses hereunder and of any proceeding commenced by Indemnitee pursuant to Section 11 of this Agreement relating thereto.

(b) The indemnification and advance of Expenses provided by, or granted pursuant to, this Agreement shall be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), shall continue as to an Indemnitee who has ceased to be a director, trustee, officer, employee or agent of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which such person is or was serving at the written request of the Company, and shall inure to the benefit of Indemnitee and his spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.

(c) The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

Section 17. Severability.

If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever:

(a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and

(b) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

Section 18. Exception to Right of Indemnification or Advance of Expenses.

Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advance of Expenses under this Agreement with respect to any Proceeding brought by Indemnitee, unless (a) the Proceeding is brought to enforce indemnification under this Agreement or otherwise or (b) the Company’s Bylaws, the Charter, a resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors or an agreement approved by the Board of Directors to which the Company is a party expressly provide otherwise.

Section 19. Identical Counterparts.

This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. One such counterpart signed by the party against whom enforceability is sought shall be sufficient to evidence the existence of this Agreement. Electronic signatures or signatures contained in a portable document format (PDF) of this Agreement shall be deemed an original signature.

Section 20. Headings.

The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

Section 21. Modification and Waiver.

No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

Section 22. Notices.

All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if (i) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed:

(a) If to Indemnitee, to: The address set forth on the signature page hereto.

(b) If to the Company, to:

Sysorex, Inc.

2355 Dulles Corner Boulevard, Suite 600

Herndon, Virginia 20171

or to such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.

Section 23. Governing Law.

The parties agree that this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Nevada applicable to contracts formed and to be performed entirely within the State of Nevada, without regard to its conflicts of laws rules, to the extent such rules would require or permit the application of the laws of another jurisdiction.

Section 24. Miscellaneous.

Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate.

[SIGNATURE PAGE FOLLOWS ]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

EXHIBIT A

FORM OF UNDERTAKING TO REPAY EXPENSES ADVANCED

To: The Board of Directors of Sysorex, Inc.

Re: Undertaking to Repay Expenses Advanced

Ladies and Gentlemen:

This undertaking is being provided pursuant to that certain Indemnification Agreement (the “ Indemnification Agreement ”) dated ____ day of _______, 20__, by and between Sysorex, Inc. (the “ Company ”) and the undersigned Indemnitee (“ Indemnitee ”), pursuant to which I am entitled to advance of expenses in connection with [Description of Proceeding] (the “ Proceeding ”).Terms used herein and not otherwise defined shall have the meanings specified in the Indemnification Agreement.

I am subject to the Proceeding by reason of my Corporate Status or by reason of alleged actions or omissions by me in such capacity. I hereby affirm that at all times, insofar as I was involved as [a director/officer] of the Company, in any of the facts or events giving rise to the Proceeding, I (1) acted in good faith and honestly, (2) did not receive any improper personal benefit in money, property or services and (3) in the case of any criminal proceeding, had no reasonable cause to believe that any act or omission by me was unlawful.

In consideration of the advance of Expenses by the Company for reasonable attorneys’ fees and related expenses incurred by me in connection with the Proceeding (the “ Advanced Expenses ”), I hereby agree that if, in connection with the Proceeding, it is established that (1) an act or omission by me was material to the matter giving rise to the Proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty or (2) I actually received an improper personal benefit in money, property or services or (3) in the case of any criminal proceeding, I had reasonable cause to believe that the act or omission was unlawful, then I shall promptly reimburse the portion of the Advanced Expenses relating to the claims, issues or matters in the Proceeding as to which the foregoing findings have been established and which have not been successfully resolved as described in Section 7 of the Indemnification Agreement. To the extent that Advanced Expenses do not relate to a specific claim, issue or matter in the Proceeding, I agree that such Expenses shall be allocated on a reasonable and proportionate basis.

IN WITNESS WHEREOF, I have executed this Affirmation and Undertaking on this ___day of _____, 20___.

Exhibit 10.12

AMENDED AND RESTATED

SUBLEASE AGREEMENT

BY AND BETWEEN

DELL MARKETING L.P., AS SUBLESSOR

AND

INPIXON FEDERAL, INC., A VIRGINIA CORPORATION, as SUBLESSEE

TABLE OF CONTENTS

AMENDED AND RESTATED SUBLEASE AGREEMENT

THIS AMENDED AND RESTATED SUBLEASE AGREEMENT (“Sublease”) is made and entered into as of the 4th day of June, 2018 (the “Effective Date”), between DELL MARKETING L.P. , a Texas limited partnership (hereinafter called “Sublessor”), whose Federal taxpayer identification is 74-2616805, and INPIXON FEDERAL, INC. , a Virginia corporation (hereinafter called “Sublessee”) whose Federal taxpayer identification number is 54-1764522:

W I T N E S S E T H:

WHEREAS, Brandywine Acquisition Partners LP (as successor-in-interest to Prentiss Properties Acquisition Partners, L.P.) (hereinafter called the “Master Lessor”), as landlord, and Sublessor (as successor-in-interest to Perot Systems Corporation), as tenant, have previously entered into that certain Deed of Lease Agreement dated as of July 27, 2001 (as amended by a First Amendment to Deed of Lease Agreement dated October 24, 2001, a Second Amendment to Deed of Lease Agreement (the “Second Amendment”) dated as of February 22, 2011, a Third Amendment to Deed of Lease Agreement (the “Third Amendment”) dated as of December 22, 2015, and a Fourth Amendment to Deed of Lease Agreement (the “Fourth Amendment”) dated as of October 28, 2016, as amended, the “Master Lease”) concerning the lease of approximately 13,046 rentable square feet of space as more particularly described in the Master Lease (the “Premises”), in that certain building (the “Building”) located at 13880 Dulles Corner Lane, Herndon, Virginia 20171; and

WHEREAS, Sublessee desires to sublease from Sublessor, and Sublessor desires to sublease to Sublessee, approximately 5,792 Rentable Square Feet of space located on the first (1st) floor of the Building (the “Subleased Premises”), such Subleased Premises being more particularly depicted on the floor plan attached hereto as Exhibit A ; and

WHEREAS, Sublessor and Sublessee entered into a Sublease Agreement dated as of June 4, 2018 (the “Original Sublease”) for the Subleased Premises; and

WHEREAS, Sublessor and Sublessee desire to and agree to amend and restate the Original Sublease with this Sublease.

NOW, THEREFORE, in consideration of the promises and mutual covenants and agreements herein set forth, and for other good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge, Sublessor and Sublessee hereby amend and restate the Original Sublease and hereby agree as follows:

ARTICLE I

MASTER LEASE

10.01 Sublease Subject to Master Lease . This Sublease is subject and subordinate to the Master Lease. Subtenant confirms and agrees it has received and reviewed a true and correct copy of the Master Lease. Sublessee and Sublessor agree and acknowledge that the following sections are not applicable to Sublessee: Section 3, Section 4, Section 5.2, Section 6 (as it relates to the obligation to pay “Real Estate Tax Escalation” as defined in the Master Lease), Section 7, Section 8, Section 10, Section 11.1, Section 11.3, Section 11.4, the last two (2) paragraphs of Section 12.1 (as it relates to “Antenna Equipment” as defined in the Master Lease), Section 20.2, Section 20.3, Section 25.1 (as it relates to the right to enter into an “SNDA” as defined in the Master Lease), Section 26, Section 29, Section 33.20, Section 33.21, Exhibit B of the Master Lease, Exhibit F of the Master Lease, Rider No. 1 to the Master Lease, Exhibit B of the Master Lease, Sections 4-9, Section 11 and Sections 13-14 of the Second Amendment, Sections 3-8 of the Third Amendment and Sections 4-5, and Section 8 (as it relates to Tenant’s Monument Signage) and Section 9 of the Fourth Amendment. Sublessor hereby represents that the Master Lease is the entire agreement between the Master Lessor and Sublessor and is in full force and effect and that, to Sublessor’s current, actual knowledge no default exists on the part of either party to the Master Lease.

10.02 Compliance With Master Lease . Except as otherwise specifically set forth in this Sublease, and except for the obligation to pay the Base Rent and Additional Rent described in the Master Lease, Sublessee hereby covenants and agrees to comply with and perform all obligations of Sublessor under the Master Lease pertaining to the Subleased Premises, including, without limitation, all repair obligations, all insurance obligations, all obligations to pay utility charges and taxes, and all indemnification obligations of Sublessor thereunder, and any liability accruing from failure to pay same when due thereunder. Sublessee shall not do anything (nor permit anything to be done) which would cause the Master Lease to be terminated or forfeited for any reason. In the event of the termination of Sublessor’s interest as tenant under the Master Lease, then this Sublease shall terminate automatically upon such termination without any liability of either Sublessor or Master Lessor to Sublessee (provided that the indemnity obligations set forth in Article VIII below shall expressly survive any such termination). Sublessee represents and warrants to Sublessor that Sublessee has read and understands the Master Lease. Sublessee agrees that whenever the consent of Master Lessor is required under the terms of the Master Lease with respect to any action, Sublessee shall obtain the consent of Sublessor and of Master Lessor prior to taking such action. With the exception of the payment of Base Rent and Additional Rent, if the Master Lease requires Sublessor to perform a specific obligation(s) thereunder on or before a certain date (or within a certain period of time), and if Sublessee is required to perform a similar obligation(s) under this Sublease, then Sublessee shall perform such obligation(s) at least two (2) days prior to the date required under the Master Lease (or, if applicable, Sublessee shall perform such obligation(s) within a time period which is two (2) days less than the time period provided in the Master Lease). Sublessee hereby covenants and agrees to promptly deliver to Sublessor copies of any and all notices or other correspondence received by Sublessee from Master Lessor that might affect Sublessor in any manner and further agrees, notwithstanding Section 10.04 below to the contrary, to so deliver same in the manner most appropriate to insure that Sublessor will be able to respond to any of such notices or other correspondence from the Master Lessor within any time periods set forth in the Master Lease. Sublessor hereby covenants and agrees to promptly deliver to Sublessee copies of any and all notices or other correspondence received by Sublessor from Master Lessor that might affect Sublessee in any manner and further agrees, notwithstanding Section 10.04 below to the contrary, to so deliver same in the manner most appropriate to insure that Sublessee will be able to respond to any of such notices or other correspondence from the Master Lessor within any time periods set forth in the Master Lease, or otherwise take appropriate action.

10.03 Services . Sublessee hereby acknowledges and agrees that the only services, amenities and rights to which Sublessee is entitled under this Sublease are those to which Sublessor is entitled under the Master Lease with respect to the Subleased Premises (subject to all the provisions, restrictions and conditions imposed by the Master Lease). Sublessor shall in no event be liable to Sublessee for Master Lessor’s failure to provide any such services, amenities and rights nor shall any such failure be construed as a breach hereof by Sublessor or an eviction of Sublessee or entitle Sublessee to an abatement of any of the rentals under this Sublease, except and only to the extent that Sublessor receives an abatement under the Master Lease with respect thereto, and then only to the extent allocable to the Subleased Premises.

10.04 Exercise of Rights and Remedies Under Master Lease . Sublessee shall not have the right to exercise any of Sublessor’s options or elections permitted or authorized under the Master Lease, or to institute any action or proceeding against Master Lessor for the enforcement of the Master Lease (including, without limitation, any option or election to extend the Term of the Master Lease or this Sublease or the option or election to expand the Premises or the Subleased Premises or any option or election that may be set forth in any provision of the Master Lease excluded pursuant to Section 1.03 above). If Master Lessor shall default in the performance of any of its obligations under the Master Lease, Sublessor shall, use its diligent good faith efforts to enforce the Master Lease and obtain Master Lessor’s compliance with its obligations thereunder.

ARTICLE II

DEMISE AND DESCRIPTION; PARKING; SIGNAGE

2.01 Demise of Subleased Premises; Use . Subject to and upon the terms and conditions set forth herein, Sublessor hereby subleases to Sublessee, and Sublessee hereby subleases from Sublessor for the term herein set forth, all of Sublessor’s right, title and interest in and to the use and occupancy of the Subleased Premises arising under the Master Lease.

Subject to the terms of the Master Lease, Sublessee shall use the Subleased Premises for general office use, and for no other purpose.

2.02 Condition of the Subleased Premises . Sublessee acknowledges and agrees that it has inspected the Subleased Premises and agrees to accept same in its present condition, “AS IS” and “WITH ALL FAULTS.”

2.03 Disclaimer of Warranties . EXCEPT AS EXPRESSLY SET FORTH HEREIN, SUBLESSEE ACKNOWLEDGES THAT NEITHER SUBLESSOR NOR MASTER LESSOR HAS MADE OR WILL MAKE ANY WARRANTIES TO SUBLESSEE WITH RESPECT TO THE QUALITY OF CONSTRUCTION OF ANY LEASEHOLD IMPROVEMENTS OR TENANT FINISHES WITHIN THE SUBLEASED PREMISES OR AS TO THE CONDITION OF THE SUBLEASED PREMISES, EITHER EXPRESS OR IMPLIED, AND THAT SUBLESSOR AND MASTER LESSOR EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE SUBLEASED PREMISES ARE OR WILL BE SUITABLE FOR SUBLESSEE’S INTENDED COMMERCIAL PURPOSES. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 1.04 HEREOF, SUBLESSEE’S OBLIGATION TO PAY RENT UNDER THIS SUBLEASE IS NOT DEPENDENT UPON THE CONDITION OF THE SUBLEASED PREMISES OR THE BUILDING (NOW OR IN THE FUTURE) OR THE PERFORMANCE BY MASTER LESSOR OF ITS OBLIGATIONS UNDER THE MASTER LEASE, AND SUBLESSEE SHALL CONTINUE TO PAY THE RENT HEREUNDER WITHOUT ABATEMENT, SETOFF OR DEDUCTION NOTWITHSTANDING ANY BREACH BY SUBLESSOR OF ITS DUTIES OR OBLIGATIONS HEREUNDER OR BY MASTER LESSOR OF ITS DUTIES OR OBLIGATIONS UNDER THE MASTER LEASE, WHETHER EXPRESS OR IMPLIED.

2.04 Parking . Sublessee shall have the right to the non-exclusive use of eighteen (18) parking spaces in the parking facilities. The use of such parking spaces by Sublessee shall be subject to the provisions of Section 1.3 of the Master Lease, Section 33.23 of the Master Lease and Exhibit E of the Master Lease and any other applicable provisions of the Master Lease.

2.05 Signage . Sublessee at Sublessee’s cost shall have a right to place its name and/or logo on the lobby directory. Such signage rights of Sublessee shall be subject to (a) the provisions of the Master Lease (including, without limitation, Section 26 of the Master Lease) and (b) Master Lessor’s approval.

ARTICLE III

TERM; SURRENDER OF POSSESSION

3.01 Term . Unless the Master Lease is terminated sooner pursuant to the terms thereof, the term of this Sublease (“Term”) shall be for the period commencing on the date (the “Commencement Date”) which is the later of (a) October 1, 2018 or (b) the date which is nineteen (19) days after Sublessor obtains Master Lessor’s written consent to this Sublease (pursuant to any terms and conditions reasonably acceptable to Sublessor) and ending November 30, 2021 (the “Expiration Date”). Within fifteen (15) days after Sublessee’s receipt of a request from Sublessor, Sublessee agrees to give Sublessor a letter confirming the Commencement Date and certifying that Sublessee has accepted delivery of the Subleased Premises and that the condition of the Subleased Premises complies with Sublessor’s obligations, if any, hereunder.

So long as Sublessor has received from Sublessee the Prepaid Rental (as defined below) due pursuant to Section 4.01 of this Sublease, together with certificates satisfactory to Sublessor and Master Lessor evidencing the insurance required to be carried by Sublessee under this Sublease, and the Security Deposit (or Letter of Credit, if applicable), and provided Master Lessor has consented to this Sublease, Sublessor shall give Sublessee’s designated contractors early access to the Subleased Premises for a period of fourteen (14) days commencing five (5) days after Sublessor obtains Master Lessor’s written consent to this Sublease (pursuant to any terms and conditions reasonably acceptable to Sublessor) (the “Early Access Period”) for purposes of installing Sublessee’s telephone, cabling and furniture (“Sublessee’s Work”). Sublessee’s Work shall be performed by Sublessee at Sublessee’s sole cost and expense. Sublessee’s access to the Subleased Premises during the Early Access Period shall be subject to all terms and conditions of this Sublease and the Master Lease as applicable to the Subleased Premises, except that Sublessee shall not be obligated to pay Rent during the Early Access Period until the Commencement Date, provided Sublessee shall reimburse Sublessor, within ten (10) days following Sublessee’s receipt of Sublessor’s invoice, for any additional charges and costs for additional services incurred by Sublessor at Sublessee’s written request during the Early Access Period.

3.02 Surrender of the Subleased Premises . Sublessee shall keep the Subleased Premises, and every part thereof, in good order and repair. At the termination of this Sublease, by lapse of time or otherwise, Sublessee shall surrender the Subleased Premises to Sublessor in the same condition as received by Sublessee on the Commencement Date, ordinary wear and tear excepted, with all trade fixtures and personal property removed (including any removal requirements set for in Exhibit B for Sublessor’s FF&E). All wiring and cabling installed in the Subleased Premises or Building by Sublessee, at Sublessee’s request or on behalf of Sublessee, shall be removed by Sublessee at the termination of this Sublease. Any improvements or alterations made in and/or to the Subleased Premises by Sublessee, at Sublessee’s request or on behalf of Sublessee, shall be removed by Sublessee at the termination of this Sublease if required by Master Lessor. Any damage caused by the removal of such items shall be repaired by Sublessor at the sole cost and expense of Sublessee, Sublessee’s reimbursement obligation to survive the termination of this Sublease. Upon such termination of this Sublease, Sublessor shall have the right to re-enter and resume possession of the Subleased Premises.

3.03 Holding Over

In the event of holding over by Sublessee after expiration or termination of this Sublease without the prior written consent of Sublessor, at the option of Sublessor, Sublessor may elect to (a) have the provisions of the Master Lease regarding holding over by the tenant thereunder apply as to Sublessee with respect to the Subleased Premises; or (b) construe Sublessee’s occupancy as a tenancy at sufferance, whereupon Sublessee shall be subject to summary eviction as provided by applicable law. Sublessee acknowledges that Sublessee shall be liable to Sublessor for the costs incurred by Sublessor under the Master Lease for Sublessor holding over in the entire Premises if Sublessee holds over in the Subleased Premises and such holdover by Sublessee results in Sublessor holding over in the entire Premises under the Master Lease. Sublessee agrees to indemnify Sublessor and hold Sublessor harmless against any cost, liability or loss incurred by Sublessor as a result of any such holding over by Sublessee. Nothing herein shall be construed as permitting Sublessee to hold over in the Subleased Premises without the prior written consent of Sublessor.

ARTICLE IV

RENT; SECURITY DEPOSIT; LETTER OF CREDIT

4.01 Rent . Beginning on the Commencement Date, Sublessee hereby agrees to pay “Rent” (as herein called) for the Subleased Premises in the monthly installments as set forth below; provided, however, Sublessee shall pay the Rent for Month 1 upon the execution of this Sublease (the “Prepaid Rental”), which Prepaid Rental shall be $9,653.33 (based on a Base Rent rate of $20.00 per square foot of rentable area per year).

*Notwithstanding the foregoing, provided there is no Event of Default by Sublessee under this Sublease, Rent shall be abated for last eight (8) calendar months of the Term occurring immediately prior to the Expiration Date.

Sublessee shall pay such Rent to Sublessor monthly without demand, for each and every month during the Term.

4.02 Payment of Rentals . Each monthly installment of Rent due to Sublessor under this Sublease shall be payable in advance, without notice, by Sublessee on the first (1st) day of each calendar month at Sublessor’s address herein set forth or at such other place as Sublessor shall designate in writing from time to time. In the event Sublessee is late in the payment of Rent, such delinquent payment shall bear interest from the due date until paid at the lesser of twelve percent (12%) per annum or the maximum lawful rate of interest; additionally, Sublessor, in addition to all other rights and remedies available to it, may charge Sublessee a late fee equal to five percent (5%) of the delinquent payment to reimburse Sublessor for its cost and inconvenience incurred as a consequence of Sublessee’s delinquency. In no event, however, shall the charges permitted under this Section 4.02, to the extent they are considered to be interest under applicable law, exceed the maximum lawfully permitted rate of interest. If less than all of any calendar month or year occurs during the Term, rents for such partial month or year shall be prorated based on the actual number of days during such month or year occurring within the Term.

4.03 Address for Rent Payments. Unless notified otherwise by Sublessor, all Rent and other payments should be sent to Sublessor as follows:

Dell Marketing L.P.

P. O. Box 676021

Dallas TX 75267-6021; or

Dell Marketing L.P.

1200 East Campbell Road, Suite 108

Lockbox 676021

Richardson, TX 75081; or

4.04 Security Deposit . Upon execution of this Sublease by Sublessee, Sublessee shall deposit with Sublessor a Security Deposit in the amount of Twenty-Eight Thousand Nine Hundred Sixty and 00/100 Dollars ($28,960.00) (the “Security Deposit”). The Security Deposit shall be held by Sublessor without liability for interest and as security for the performance by Sublessee of Sublessee’s covenants and obligations under this Sublease, it being expressly understood that such deposit shall not be considered an advance payment of Rent or a measure of Sublessor’s damages in case of default by Sublessee; Sublessor may, from time to time, without prejudice to any other remedy, use such deposit to the extent necessary to make good any arrearages of Rent or other amounts due hereunder and any other damage, injury, expense or liability caused to Sublessor by such event of default. Following any such application of the Security Deposit, Sublessee shall pay to Sublessor on demand the amount so applied in order to restore the Security Deposit to its original amount. If Sublessee is not then in default hereunder, any remaining balance of such deposit shall be returned by Sublessor to Sublessee within thirty (30) days after the expiration of this Sublease.

4.05 Letter of Credit . (a) In lieu of the Security Deposit, Sublessee, at Sublessee’s sole cost and expense, may have issued and delivered to Sublessor upon execution of this Sublease by Sublessee, an irrevocable stand-by letter of credit in the amount of Twenty-Eight Thousand Nine Hundred Sixty and 00/100 Dollars ($28,960.00) (the “Letter of Credit”). The Letter of Credit shall be issued by a bank reasonably acceptable to Sublessor and shall otherwise be in such form and contain such terms as are reasonably acceptable to Sublessor. Upon and during the existence of a default by Sublessee hereunder, Sublessor may, in addition to all other rights and remedies afforded Sublessor hereunder or by law, cash the Letter of Credit or any portion thereof and use and hold the proceeds of same as a cash security deposit in accordance with Section 4.05(b) below, after applying such sums against Sublessee’s obligations hereunder, without prejudice to any of Sublessor’s other remedies. If Sublessee is not then in default hereunder, the Letter of Credit shall be returned by Sublessor to Sublessee within thirty (30) days after the expiration or termination of this Sublease.

(b) Any proceeds of the Letter of Credit shall be held by Sublessor without liability for interest and as security for the performance by Sublessee of Sublessee’s covenants and obligations under this Sublease, it being expressly understood that such proceeds shall not be considered an advance payment of Rent or a measure of Sublessor’s damages in case of the failure by Sublessee in the performance of any of the terms and provisions hereof. Sublessor may, from time to time, without prejudice to any other remedy, use such proceeds to the extent necessary to make good any arrearages of Rent or other amounts due hereunder and any other damage, injury, expense or liability caused to Sublessor by such failure in performance by Sublessee. Following any such application of such proceeds, Sublessee shall, within three (3) business days of Sublessee’s receipt of Sublessor’s demand, cause the Letter of Credit to be restored to the original amount described in Section 4.05(a) above.

ARTICLE V

ALTERATIONS

5.01 Sublessor’s Consent Required . Sublessee shall not make any alterations, additions, or improvements to the Subleased Premises without Sublessor’s prior written consent. Sublessor’s consent to any such alterations, additions, or improvements may be conditioned upon and subject to Sublessor obtaining the Master Lessor’s prior written consent. Sublessee shall promptly remove any alterations, additions, or improvements constructed in violation of this Article V upon Sublessor’s written request. All alterations, additions, and improvements shall be performed in a good and workmanlike manner, in conformity with all applicable laws and regulations, and by a contractor approved by Sublessor. Upon completion of any such work, Sublessee shall provide Sublessor with “as built” plans, copies of all construction contracts, and proof of payment for all labor and materials. Sublessee shall ensure that the Subleased Premises and Building remain free and clear of any and all liens or lien claims arising out of the work performed or materials used in making alterations, additions or improvements to the Subleased Premises. Upon the expiration or earlier termination of this Sublease, Sublessee shall surrender the Subleased Premises to Sublessor with all alterations, additions, or improvements (including any wiring and cabling) made to the Subleased Premises by Sublessee (or at Sublessee’s request) removed unless Master Lessor requires (or permits) such alterations, additions, or improvements to remain in the Subleased Premises.

5.02 Sublessor’s Costs . If Sublessee requests Sublessor’s consent to make alterations, additions, or improvements, Sublessee shall pay to Sublessor a reasonable administrative charge and Sublessor’s reasonable architect / engineer expenses incurred by Sublessor in reviewing such request and Sublessee shall reimburse Sublessor for any fees and expenses charged to Sublessor by Master Lessor in connection with such request.

5.03 Sublessee’s Initial Alterations . Sublessor hereby consents to Sublessee performing the following alterations (together, “Sublessee’s Initial Alterations”) in the Subleased Premises:

Sublessee agrees and acknowledges that Master Lessor’s consent is required in order for Sublessee to perform Sublessee’s Initial Alterations and if Master Lessor’s written consent is obtained, Sublessee’s Initial Alterations shall be performed in compliance with all applicable laws and in accordance with the applicable terms and conditions of the Master Lease (including any conditions which may be included by Master Lessor in its consent to Sublessee’s Initial Alterations). Sublessor agrees to request Master Lessor’s consent to Sublessee’s Initial Alterations within five (5) business days following Sublessor’s receipt of Sublessee’s request, which request shall include architectural drawings and specifications for Sublessee’s Initial Alterations.

ARTICLE VI

QUIET ENJOYMENT

Provided Sublessee has performed all of the terms, covenants agreements and conditions of this Sublease, including the payment of Rent and all other sums due hereunder, Sublessee shall peaceably and quietly hold and enjoy the Subleased Premises against Sublessor and all persons claiming by, through or under Sublessor, for the term herein described, subject to the provisions and conditions of this Sublease and of the Master Lease.

ARTICLE VII

ASSIGNMENT AND SUBLETTING

7.01 Restriction . Sublessee may, with the prior written consent of Sublessor and Master Lessor, either (a) sublease the entire Subleased Premises to one (1) sub-subtenant or (b) assign this Sublease to one (1) assignee, provided Sublessee, with the prior written consent of Master Lessor, may assign this Sublease to Sysorex Government Services (“Sysorex”) in connection with a merger, reorganization, acquisition, name change or other transfer of all or substantially all of Sublessee’s assets or voting securities by and between Sublessee and Sysorex, provided, however, that (a) the net worth of Sysorex must be equal to or greater than the net worth of Sublessee as of the date of this Sublease;; and (b) Sublessee shall provide financial statements (reasonably acceptable to Sublessor) for Sysorex prior to the effective date of any such assignment to Sysorex; and (c) Sublessee shall provide notice to Sublessor of any such assignment prior to the effective date of such assignment. Except as set forth in the immediately preceding sentence, Sublessee shall not, without the prior written consent of Sublessor, assign, transfer, mortgage, pledge, hypothecate or encumber this Sublease or any interest herein or sublet the Subleased Premises or any part thereof, or permit the use of the Subleased Premises by any party other than Sublessee. Any such assignment or subletting without such consent by Sublessor shall be void. Any such consent by Sublessor to any such assignment or subletting shall not release Sublessee from any of Sublessee’s obligations hereunder or be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person.

7.02 Consent of Sublessor and Master Lessor . Sublessor’s consent to any proposed assignment or a subletting of the entire Subleased Premises to a single subtenant shall not be unreasonably withheld by Sublessor, but if Sublessor’s consent is given, shall be subject to the further consent of Master Lessor. If Sublessor consents to an assignment or sublease, Sublessee agrees to reimburse Sublessor upon demand for reasonable out-of-pocket expenses, including, without limitation, Sublessor’s legal fees and administrative expenses (and any fees and expenses assessed by the Master Lessor), incurred by Sublessor in connection with such assignment or sublease.

In no event shall Sublessee have the right to permit the occupancy of any portion of the Subleased Premises by third parties except following the prior written consent of Sublessor and Master Lessor of any such proposed occupancy, including, without limitation, any proposed assignment or subletting as set forth herein.

7.03 No Release of Sublessee . Regardless of Sublessor’s consent, no subletting or assignment shall release Sublessee of Sublessee’s obligation or alter the primary liability of Sublessee to pay Rent and to perform all other obligations to be performed by Sublessee hereunder. The acceptance of Rent by Sublessor from any other person shall not be deemed to be a waiver of Sublessor of any provision hereof. In the event of default by an assignee, subtenant or any other occupant of the Subleased Premises in the performance of any of the obligations to be performed by Sublessee hereunder, Sublessor may proceed directly against Sublessee without the necessity of taking any action against such assignee, subtenant or other occupant.

7.04 Recapture . Notwithstanding anything to the contrary in this Article VII, in the event Sublessee requests Sublessor’s consent to an assignment (excluding an assignment to Sysorex), or a sublease of the entire Subleased Premises for the remaining term of the Sublease, in addition to any rights of Master Lessor under the Master Lease, Sublessor may, in its sole discretion, elect to terminate this Sublease by giving written notice to Sublessee of such election (such notice to be given within fifteen (15) days after Sublessor’s receipt of Sublessee’s request), in which case this Sublease shall terminate effective on the date the proposed assignment or sublease is to be effective. Notwithstanding the above, Sublessee, within five (5) business days after receipt of Sublessor’s notice of intent to terminate, may withdraw its request for consent to the assignment or sublease. In that event, Sublessor’s election to terminate the Sublease shall be null and void and of no force and effect.

ARTICLE VIII

INDEMNIFICATION, RELEASE OF CLAIMS,

WAIVER OF SUBROGATION AND SUBLESSEE’S INSURANCE REQUIREMENT

8.01 Indemnity .

(a) Sublessee shall indemnify Sublessor for and hold Sublessor harmless from and against all costs, expenses (including reasonable attorneys’ fees), fines, suits, claims, demands, liabilities and actions to the extent resulting from any breach, violation or nonperformance of any covenant or duty of Sublessee hereunder (including, without limitation, Sublessee’s failure to perform any of the obligations of tenant under the Master Lease which Sublessee has become obligated hereunder to perform) or from the negligence or intentional misconduct of Sublessee or Sublessee’s employees, agents, contractors, licensees and invitees.

(b) Sublessor shall indemnify Sublessee for and hold Sublessee harmless from and against all costs, expenses (including reasonable attorneys’ fees), fines, suits, claims, demands, liabilities and actions to the extent resulting from any breach, violation or nonperformance of any covenant or duty of Sublessor hereunder or under the Master Lease or from the negligence or intentional misconduct of Sublessor or Sublessor’s employees, agents, contractors, licensees and invitees.

8.02 Release of Claims and Waiver of Subrogation . SUBLESSOR AND SUBLESSEE AGREE TO RELEASE EACH OTHER FROM AND AGAINST ANY AND ALL LOSS OF OR DAMAGE TO PROPERTY ARISING OUT OF OR INCIDENT TO ANY PERIL REQUIRED BY THEM TO BE INSURED AGAINST BY THE MASTER LEASE AND/OR THIS SUBLEASE. THE EFFECT OF SUCH RELEASE IS NOT LIMITED TO THE AMOUNT OF INSURANCE ACTUALLY CARRIED OR REQUIRED TO BE CARRIED, TO THE ACTUAL PROCEEDS RECEIVED AFTER A LOSS OR TO ANY DEDUCTIBLES APPLICABLE THERETO. EACH PARTY SHALL HAVE THE INSURANCE COMPANY THAT ISSUES PROPERTY COVERAGE WAIVE ANY RIGHTS OF SUBROGATION AND SHALL HAVE THE INSURANCE COMPANY INCLUDE AN ENDORSEMENT ACKNOWLEDGING THIS WAIVER, IF NECESSARY. ANY COST ASSOCIATED WITH OBTAINING SUCH A WAIVER FROM EACH PARTY’S INSURANCE COMPANY SHALL BE BORNE BY THAT PARTY. EITHER PARTY’S FAILURE TO CARRY THE REQUIRED INSURANCE SHALL NOT INVALIDATE THIS WAIVER.

8.03 Insurance Requirement . Sublessee shall maintain at all times during this Sublease the type and limits of insurance coverages required to be carried by Sublessor as “Tenant” under the Master Lease, as incorporated herein, or such higher amount as may be required by law or ordinance. Sublessee is encouraged to maintain an extended coverage insurance (including vandalism and malicious mischief) on Sublessee’s property within the Subleased Premises, including furniture, equipment, trade fixtures, and other personal property. Such property is not covered by Sublessor’s insurance nor by insurance carried by Master Lessor under the Master Lease. Sublessee shall provide Sublessor with a certificate of Sublessee’s insurance prior to Sublessee’s occupancy of the Subleased Premises and shall upon Sublessor’s request make a copy of Sublessee’s insurance policies available to Sublessor for its review to confirm the required coverages. Sublessor and Master Lessor shall be named as additional insureds on Sublessee’s liability policy. The companies which issue Sublessee’s insurance policies shall comply with the applicable requirements of the Master Lease (including without limitation Section 17.6 of the Master Lease).

ARTICLE IX

DEFAULTS AND REMEDIES

9.01 Default by Sublessee; Remedies of Sublessor . Any of the following events shall be deemed an “Event of Default” by Sublessee under this Sublease:

(a) Sublessee fails to pay when due any Rent or other sums payable by Sublessee hereunder and, unless specifically provided otherwise herein, such failure continues for five (5) days after delivery to Sublessee of written notice thereof (provided, however, Sublessor shall not be required to provide such notice to Sublessee more than two (2) times during any consecutive twelve (12) month period and thereafter, during the remainder of such twelve (12) month period, Sublessee shall be deemed to be in default on the failure to pay Rent within five (5) days after the due date therefore without any notice from Sublessor);

(b) Sublessee fails to comply with or observe any other provision of this Sublease and such failure continues for thirty (30) days after delivery to Sublessee of written notice thereof; provided, however, that if the matter is not susceptible of cure within thirty (30) days, an Event of Default shall not occur unless Sublessee fails to promptly (and in all events within said thirty-day period) begin, and thereafter diligently proceed to completion, to effect a cure;

(c) Sublessee makes a transfer in fraud of creditors or an assignment for the benefit of creditors;

(d) Any petition is filed by or against Sublessee under any appropriate federal or state bankruptcy or insolvency law; or Sublessee shall be adjudged bankrupt or insolvent in proceedings filed thereunder; provided however, that in the event of an involuntary proceeding filed against Sublessee, no Event of Default will occur if Sublessee obtains dismissal of the case within sixty (60) days after same is filed; or

(e) A receiver or trustee is appointed for all or substantially all of the assets of Sublessee.

In the event of an Event of Default by Sublessee, in addition to all other rights of Sublessor hereunder or available to Sublessor at law or equity, Sublessor shall have all the rights against Sublessee as would be available to the Master Lessor against Sublessor under the Master Lease if such breach were by Sublessor thereunder. If an Event of Default by Sublessee occurs, and Sublessor places the enforcement of this Sublease in the hands of an attorney, Sublessee agrees to reimburse Sublessor for all reasonable expenses incurred by Sublessor as a result thereof including, but not limited to, reasonable attorneys’ fees.

ARTICLE X MISCELLANEOUS

10.01 Amendment. No amendment, modification or alteration of the terms hereof shall be binding unless the same shall be in writing, dated subsequent to the date hereof and duly executed by the parties hereto.

10.02 Headings; Interpretation. Descriptive headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Sublease. Whenever the context of this Sublease requires, words used in the singular shall be construed to include the plural and vice versa and pronouns of whatsoever gender shall be deemed to include and designate the masculine, feminine or neuter gender.

10.03 Counterparts. For the convenience of the parties, any number of counterparts of this Sublease may be executed by one or more parties hereto and each such executed counterpart shall be, and shall be deemed to be, an original instrument. This Sublease shall be deemed binding if executed by facsimile, .pdf or signed originals.

10.04 Notices. Subject to Section 1.02 hereof, all notices, consents, requests, instructions, approvals and other communications provided for herein and all legal process in regard hereto shall be validly given, made or served, in writing and shall be effective upon the earlier of: (i) receipt, (ii) refusal to accept delivery or (iii) three (3) days after being deposited in the mail, postage prepaid, via registered or certified mail return receipt requested, or one (1) day after being deposited with a nationally recognized overnight courier, at the following addresses:

If to Sublessor :

Dell Marketing L.P. c/o Dell Inc.

One Dell Way

Round Rock, Texas 78682

Attn: Facilities Department – Senior Vice President

With a copy to:

Dell Marketing L.P.

c/o Dell Inc. One Dell Way

Round Rock, Texas 78682

Attention: Legal Department – Americas Real Estate

If to Sublessee :

Prior to the Commencement Date :

Inpixon Federal, Inc.

2355 Dulles Corner Blvd. Suite 600 Herndon, VA20171

Attention: Zaman Khan

On and After the Commencement Date :

At the Subleased Premises

Attention: Zaman Khan

or to such other addresses as any party hereto may, from time to time, designate in writing delivered in a like manner.

10.05 Successors and Assigns . This Sublease shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns in accordance with the terms of this Sublease.

10.06 Time of the Essence . Time is of the essence in the performance by Sublessee and Sublessor of their obligations hereunder.

10.07 Brokerage Commissions . Sublessor has agreed to pay a brokerage commission to CBRE, Inc. (“Sublessor’s Broker”) and to G & E Real Estate, Inc. d/b/a Newmark Knight Frank (“Sublessee’s Broker”) which commissions are Sublessor’s responsibility pursuant to a separate agreement between Sublessor and Sublessor’s Broker. Sublessor and Sublessee hereby represent and warrant each to the other that they have not employed any agents, brokers or other such parties in connection with this Sublease other than Sublessor’s Broker and Sublessee’s Broker, and each agrees that they shall hold the other harmless from and against any and all claims of all other agents, brokers or other such parties claiming by, through or under the respective indemnifying party.

10.08 Confidentiality . Sublessee agrees that the existence and details of this Sublease as may be amended are to remain confidential for the benefit of the parties, and may not be disclosed by Sublessee to anyone, without prior written consent from Sublessor, provided the parties shall be permitted to disclose the following: (i) the Master Lessor, (ii) the terms and conditions of this Sublease if required by law or court order; and (iii) to their attorneys, accountants, employees, brokers and existing or prospective financial partners provided same are advised by the parties of the confidential nature of such terms and conditions and agree to maintain the confidentiality thereof (in each case, prior to disclosure). The parties shall be liable for any disclosures made in violation of this Section by the parties or by any entity or individual to whom the terms of and conditions of this Sublease were disclosed or made available by the parties. The consent by the parties to any disclosures shall not be deemed to be a waiver on the part of the parties of any prohibition against any future disclosure.

10.09 OFAC Compliance . Sublessee represents and warrants to Sublessor that Sublessee is not a party with whom Sublessor is prohibited from doing business pursuant to the regulations of the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury, including without limitation those parties named on OFAC’s Specially Designated Nationals and Blocked Persons List or the U.S. Department of Commerce Denied Persons List. Sublessee is currently in compliance with, and shall at all times during the Term remain in compliance with, the regulations of OFAC and any other governmental requirement relating thereto. In the event of any violation of this Section, Sublessor shall be entitled to immediately terminate this Sublease and take such other actions as are permitted or required to be taken under law or in equity. SUBLESSEE SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS SUBLESSOR FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, RISKS, LIABILITIES AND EXPENSES (INCLUDING ATTORNEYS’ FEES AND COSTS) INCURRED BY SUBLESSOR ARISING FROM OR RELATED TO ANY BREACH OF THE FOREGOING REPRESENTATIONS AND WARRANTIES. These indemnity obligations shall survive the expiration or earlier termination of this Sublease.

10.10 Waiver of Lien by Sublessee. Sublessee shall have no right, and Sublessee hereby waives and relinquishes all rights which Sublessee might otherwise have, to claim any nature of lien against the Building or to withhold, deduct from or offset against any rent or other sums to be paid to Sublessor by Sublessee, except as expressly provided under this Sublease.

10.11 Remedies Cumulative; Applicable Law. All rights and remedies of Sublessor under this Sublease shall be cumulative and none shall exclude any other rights or remedies allowed by law; and this Sublease shall be governed by and construed and enforced in accordance with the internal substantive laws (but not the rules governing conflicts of laws) of the state / province in which the Subleased Premises is located.

10.12 Entire Agreement. The terms and provisions of all Schedules and Exhibits described herein and attached hereto are hereby made a part hereof for all purposes. This Sublease constitutes the entire agreement of the parties with respect to the subject matter hereof, and all prior correspondence, memoranda, agreements or understandings (written or oral) with respect hereto are merged into and superseded by this Sublease.

10.13 Authority. Sublessee warrants, represents and covenants that (a) it has full right and authority to execute, deliver and perform this Sublease, (b) the person executing this Sublease on behalf of Sublessee was authorized to do so and (c) upon request of Sublessor, Sublessee will deliver to Sublessor satisfactory evidence of the due authorization, execution and delivery of this Sublease by Sublessee.

10.14 Severability. If any term or provision of this Sublease, or the application thereof to any person or circumstance, shall to any extent be invalid or unenforceable, the remainder of this Sublease, or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each provision of this Sublease shall be valid and shall be enforceable to the extent permitted by law.

10.15 No Recording. This Sublease (including any Exhibits hereto) shall not be recorded without the prior written consent of Sublessor.

10.16 Master Lessor’s Consent Required. Sublessee acknowledges that, pursuant to the provisions of the Master Lease, Sublessor may be required to obtain Master Lessor’s written consent to this Sublease as set forth in Section 20 of the Master Lease, and accordingly, that the obligations of Sublessor hereunder may be expressly subject to Sublessor obtaining such consent. If Master Lessor’s written consent to this Sublease is required and is not obtained by 5:00 p.m. Eastern time on July 15, 2018, this Sublease agreement shall automatically terminate and be of no further force and effect.

10.17 Exhibits. The Exhibits attached hereto (including, without limitation the Special Provisions contained in Exhibit B hereto) are incorporated into and made a part of this Sublease for all purposes.

[SIGNATURE PAGE(S) FOLLOW]

[Signature Page for that Sublease Agreement]

IN WITNESS WHEREOF, the undersigned Sublessor and Sublessee have executed this Sublease effective as of the date and year first written above.

Exhibit A

Depiction of Subleased Premises

[See attached.]

Exhibit B

Special Provisions

1. Phone / IT Requirements. Sublessee, at Sublessee’s cost, will be required to install a phone system and other IT requirements of Sublessee, subject to the terms of the Master Lease.

2. Security Badge Reader. Any existing security badge reader located in the Subleased Premises may be removed by Sublessor prior to the Commencement Date.

3. Sublessor’s FF&E. Certain furniture, fixtures and equipment (collectively “Sublessor’s Preliminary FF&E”) is located in the Subleased Premises as of the Effective Date. Within ten (10) business days following the Effective Date, Sublessee shall deliver to Sublessor a written notice (“Sublessee’s FF&E Notice”) listing any specific items of Sublessor’s Preliminary FF&E which Sublessee elects for Sublessor to remove from the Subleased Premises (such items listed for removal in Sublessee’s FF&E Notice referred to herein as the “Removal FF&E”). If Sublessee timely delivers Sublessee’s FF&E Notice, then Sublessor shall remove the Removal FF&E from the Subleased Premises on or before commencement of the Early Access Period. Any items of Sublessor’s FF&E which are not listed for removal in Sublessee’s FF&E Notice are referred to herein as “Sublessor’s FF&E.” Following the removal of the Removal FF&E, if and as applicable, Sublessee and Sublessor shall conduct an inventory to obtain a final written list of Sublessor’s FF&E. Sublessee’s failure to timely deliver Sublessee’s FF&E Notice to Sublessor shall be deemed as Sublessee’s election for all of Sublessor’s Preliminary FF&E to remain in the Subleased Premises and become Sublessor’s FF&E.

Commencing on the Commencement Date, Sublessee shall be permitted to use Sublessor’s FF&E, at no additional charge to Sublessee, during the Term of this Sublease, subject to the following terms and conditions:

(a) Sublessor makes no representations or warranty of any kind regarding the condition of the Sublessor’s FF&E, and Sublessee hereby acknowledges and agrees that Sublessee shall accept and utilize Sublessor’s FF&E in its “AS IS” condition.

(b) Sublessee shall insure Sublessor’s FF&E at its full fair market value and name Sublessor as an additional insured on such insurance policy.

(c) Sublessee shall be solely responsible for all repair and maintenance of such Sublessor’s FF&E, and Sublessor shall not be obligated to make or pay for or cause any maintenance, repair or improvements to the Sublessor’s FF&E.

(d) Sublessee may, at Sublessee’s sole cost and expense, remove Sublessor’s FF&E (or items thereof) from the Subleased Premises so long as Sublessee stores any such removed Sublessor’s FF&E in a manner so that such stored Sublessor’s FF&E remains in good, clean condition and working order.

(e) Upon expiration or earlier termination of this Sublease, Sublessee shall deliver the Subleased Premises to Sublessor with all of Sublessor’s FF&E in the Subleased Premises and with all of Sublessor’s FF&E in good, clean condition and repair, reasonable wear and tear excepted. Notwithstanding anything to the contrary herein, and provided no Event of Default by Sublessee has occurred under this Sublease, Sublessee shall purchase Sublessor’s FF&E from Sublessor on the Expiration Date for $1.00 and Sublessee shall be responsible for removal of all Sublessor’s FF&E from the Subleased Premises on the Expiration Date. In connection with such purchase of the Sublessor’s FF&E by Sublessor in accordance with this Exhibit B , Sublessor shall execute and deliver to Sublessee a bill of sale (the “Bill of Sale”) in the form attached hereto as Exhibit B-1 , conveying the Sublessor’s FF&E to Sublessee.

Exhibit B-1

Form of Bill of Sale

BILL OF SALE

DELL MARKETING L.P. , a Texas limited partnership (“Grantor”), for and in consideration of the payment of the sum of $1.00, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does hereby grant, bargain, sell and convey to INPIXON FEDERAL, INC. , a Virginia corporation (“Grantee”), the following personal property (“Property”) in the building located at 13880 Dulles Corner Lane, Herndon, Virginia 20171:

The personal property described on Schedule “1” attached hereto

Grantor warrants that it is the lawful owner of said Property and that it has the full legal right, power and authority to sell said Property. Grantor further warrants said Property to be free of all encumbrances.

GRANTEE TAKES AND ACCEPTS THE PROPERTY IN ITS “AS-IS,” “WHERE-IS” AND “WITH ALL FAULTS”. EXCEPT FOR THE WARRANTY OF TITLE PROVIDED HEREIN, GRANTOR HAS NOT MADE, DOES NOT MAKE, AND HEREBY DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, ON THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE CONDITION, QUALITY, STATE OF REPAIR, OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY.

IN WITNESS WHEREOF, the undersigned hereby executes this Bill of Sale this day of                   , 201 .

Sysorex Global, Inc.

ADDRESS:

2479 E. Bayshore Road, Suite 195

Palo Alto, CA 94303

Avnet, Inc., through its divisions (“AVNET” or “Secured Party”), enters into this Security Agreement (“Agreement”) with Sysorex USA (“Debtor”) and Sysorex Global, Inc. (collectively “Debtors”) as of the 22nd day of June 2016 (“Effective Date”).

Debtors agree that in order to secure the full, prompt and satisfactory performance of each and every obligation of Debtors to AVNET, including but not limited to Debtors’ obligation to make full and timely payment of the invoices issued by AVNET, (the “Obligations”) Debtors grant to AVNET a purchase money security interest and continuing lien on all Debtors’ right, title and interest (the "Security Interest") in and to the following described collateral:

All inventory, goods or other tangible assets sold by AVNET to Debtor or Debtors, whether or not such assets are delivered to the Debtors, as well as all accounts, chattel paper, deposit accounts, accounts receivable, rights to payment of every kind, general intangibles, equipment, fixtures, inventory, all royalties, instruments, and proceeds that arise from the sale of the inventory and goods to the Debtor or Debtors.

In addition, Debtors grants AVNET a continuing security interest in all of the following, wherever located, now owned or held or hereafter acquired or created: all of Debtor’s or Debtors’ accounts receivable insurance proceeds, and other rights to payment of every kind as each of those terms are defined by the Uniform Commercial Code of the State of Arizona in effect as of the date of this Agreement, regardless as to whether such collateral is in the possession of Debtor or Debtors, warehouseman, bailee, or any other third party (collectively, the "Collateral") arising at any time under this Agreement or otherwise, together with interest, and renewals or extensions thereof and whether such indebtedness is reduced, increased or entirely extinguished and thereafter reincurred and attorneys’ fees incurred by Avnet in enforcing this Agreement or collecting payments under it (collectively, the “Collateral”).

The Security Interest granted shall at all times be valid, perfected and enforceable against the Debtors and all third parties, in accordance with the terms hereof, as security for the unpaid Obligations owing to AVNET as provided above, and, with the exception of the Permitted Liens (as defined below), the Collateral shall not at any time be subject to any other lien(s) without the prior written approval of AVNET.

Debtors warrant, covenant and agree: (1) to pay and perform all of the obligations secured by this Agreement (including but not limited to AVNET's cost of enforcement, collection and attorney's fees), to defend title to the Collateral, to keep the Collateral free and clear of all mortgages, liens (with the exception of the Permitted Liens), pledges, charges, encumbrances, further security interests, taxes and assessments and to keep, at its sole expense, the Collateral in good repair and condition; (2) to keep the Collateral insured (with insurers acceptable to AVNET) against loss by fire, theft and other hazards in an amount equal to at least one hundred percent (100%) of the replacement value of the Collateral and evidence such by providing AVNET current certificates of insurance, with the loss payable and proceed clauses directly payable first to the Bank to satisfy obligations owed under the Credit Facility, then to the Investors, to satisfy the obligations owed for the Financing and then to AVNET (3) that on demand by AVNET, to furnish further assurance of title, execute and deliver any instrument or do other acts necessary to effectuate the purposes of this Agreement; (4) to promptly notify AVNET of any change in the location of or with respect to the financial condition or the discontinuance of Debtors’ businesses; (5) promptly notify AVNET of the commencement of any litigation or governmental proceeding against the Debtors which, if adversely determined, might affect Debtors, or Debtors' businesses, or Debtors’ ability to repay the Obligations in any material respect; and (6) Debtors’ operations are and will continue to be in compliance with and not in violation of all applicable laws and regulations.

If Debtors shall fail to procure or to pay the premium on any insurance required to be maintained by this Agreement, AVNET is hereby authorized (but not obligated) to pay and advance any sums required and all such advances shall be secured by the Collateral and be repaid immediately by Debtors upon notice by AVNET. Debtors shall give AVNET or any persons designated by AVNET the right, without hindrance or delay, upon ten Business Days' notice, during normal business hours, to inspect, audit, check and make copies of Debtor's books, records and accounts.

Debtors will be in default of this Agreement upon the occurrence of any of the following:

Subject to the rights of the holders of the Permitted Liens, upon Default and at any time after such Default, (1) AVNET may declare all obligations secured by this Agreement immediately due and payable in full without presentment, demand, protest or notice of dishonor of any kind, all of which are hereby expressly waived, and AVNET shall have all the rights, remedies and privileges with respect to repossession, retention and sale of the Collateral and disposition of the proceeds available to a secured party under the Uniform Commercial Code of the State of Arizona in effect as of the date of this Agreement; (2) AVNET may enter peaceably onto Debtors’ premises to possess, render unusable by Debtors, dispose of or require Debtors to assemble the Collateral and deliver or make it available to AVNET at a place to be designated by AVNET; (3) AVNET may foreclose its liens, security interests and assignments or exercise any powers of sale; and/or (4) AVNET may pursue all rights and remedies available at law or in equity. All expenses, (including but not limited to reasonable attorneys' fees) costs of collection, sale or storage or the like shall be borne by Debtors.

AVNET acknowledges that Western Alliance Bank, as successor in interest to Bridge Bank National Association (the “Bank”), is the holder of a first priority lien against all of the assets of Debtors, including the Collateral, to secure repayment of a credit facility in the amount of $12 million (the “Credit Facility”).

AVNET acknowledges that Debtors intend to obtain $5 million in financing from investors (“Investors”) in the form of convertible promissory notes (the “Financing”), which Financing shall be secured by a lien against all of the assets of Debtors, including the Collateral. Together, the lien securing the Credit Facility and the lien that will secure the Financing shall be referred to as the “Permitted Liens”.

AVNET agrees that: (i) the Obligations shall be subordinated in right of payment to the prior payment in full of the Credit Facility and the Financing, and (ii) the Obligations are, and shall be, subject and subordinate in all respects to the liens, terms, covenants and conditions of the Credit Facility and the Financing and to all advances heretofore made or that may hereafter be made pursuant to the terms of the Credit Facility and the Financing

AVNET agrees that if it acquires by right of subrogation or otherwise a lien on the Collateral which (but for this paragraph) would be senior to the liens securing the Credit Facility or the Financing, then, in that event, such lien shall be subject and subordinate to the Permitted Liens.

AVNET agrees that it will execute an agreed upon form of Subordination Agreement provided by the Bank.

Debtors agree that waiver or acquiescence in any Default, or AVNET's failure to strictly enforce Debtors’ performance of the obligations under the Agreement, shall not constitute a waiver of any subsequent or other Default or failure. Notices to either party shall be sent by certified mail or other guaranteed delivery to the address set forth above. AVNET may assign this Agreement; however, Debtors may not. All rights of AVNET shall inure to its successors and assigns; and all obligations, duties and promises of Debtors shall be binding upon its heirs, executors or administrators. If Debtors are a partnership, joint venture or proprietorship, then the liabilities pursuant to this Agreement shall be joint and several. Except as otherwise expressly provided herein, the rights and obligations of the parties shall be governed by the laws of the State of Arizona, including the Uniform Commercial Code as adopted by the State of Arizona.

Any amendment or modification of this Agreement must be in a separate writing expressly identified as such and signed by the authorized representatives of both parties in order to be effective. This Agreement and all other documents executed in connection herewith shall constitute the entire agreement between the parties hereto and shall supersede all other prior agreements, written or oral, with respect thereto. If any provision of this Agreement is held invalid, the remaining provisions shall continue in full force and effect and the parties shall substitute for the invalid provision a valid provision which most closely approximates the economic effect and intent of the invalid provision.

Debtors hereby irrevocably appoint AVNET (and any AVNET designated employees and/or agents) its attorney-in-fact to execute any Security Interest related financing statements, other instruments, and to do such other acts and things as may be necessary to establish, perfect or preserve the Security Interest in and to the Collateral.

IN WITNESS WHEREOF , the parties have executed this Agreement as of the Effective Date.

SECURED PARTY:

AVNET, INC.

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