October 9, 2013 - - S-1: General form of registration statement for all companies including face-amount certificate companies

Exhibit 10.7

EXECUTION COPY

EMPLOYMENT AND NON-COMPETITION AGREEMENT

SYSOREX GROUP

NADIR ALI

Dated July l, 2010

EMPLOYMENT AND NON-COMPETITION AGREEMENT

This Amended and Restated Employment and Non-Competition Agreement (this "Agreement"), dated as of July 1, 2010 (the "Effective Date") is entered into between Sysorex Group., consisting of (Sysorex Federal Inc., Sysorex Govt. Systems, Inc., & Sysorex Consulting Inc.) a Delaware and California a Delaware corporation ("Employer"), and Nadir Ali ("Employee") as an amendment and restatement in the entirety of that certain Employment and Non-Competition Agreement, dated as of August 1, 2002, between Employer and Employee (the "Prior Agreement");

W I T N E S S E T H:

WHEREAS, Employer desires to continue to employ Employee upon the terms and conditions set forth herein; and

WHEREAS, Employee is willing to continue to provide services to Employer upon the terms and conditions set forth herein;

A G R E E M E N T S:

NOW, THEREFORE, for and in consideration of the foregoing premises and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, Employer and Employee hereby agree as follows:

1. EMPLOYMENT

Employer will employ Employee and Employee will accept employment by Employer as a President reporting to the Chairman & CEO of Employer. Employee will have the authority, subject to Employer's Certificate of Incorporation and Bylaws, as may be granted from time to time by the President or the Board of Directors of Employer. Employee will perform such duties as may be assigned from time to time by the Board of Directors or President of Employer, which relate to the business of Employer, its subsidiaries or its parent corporation.

2. ATTENTION AND EFFORT

Employee will devote all of his entire productive time, ability, attention and effort to Employer's business and will skillfully serve its interests during the term of this Agreement. Notwithstanding anything to the contrary in the preceding sentence, Employee may devote reasonable periods of time outside of normal business hours to participation in charitable, civic, community, writing, publishing and/or private investment activities; provided, however, that such activities are permissible only if: (x) any such activity would not otherwise be prohibited by Section 9 hereof, (y) any such activity does not interfere with Employee's duties under this Agreement, and (z) Employee continues to perform his duties (and no outside activities) at Employer's facilities for an average of 40 hours each week during normal business hours.

3. TERM

Employee is an at will employee whose employment can be terminated by either party at any time for any reason with or without advance notice.

4. COMPENSATION

During the term of this Agreement, Employer agrees to pay or cause to be paid to Employee, and Employee agrees to accept in exchange for the services rendered hereunder by him, the following compensation which shall consist of an annual salary of Two Hundred Forty Thousand dollars ($240,000) before all customary payroll deductions. Such annual salary shall be paid in substantially equal installments and at the same interVals as other officers of Employer are paid (but in no event less frequently than once per month). Employee will also be entitled to customary benefits, housing allowance, stock options and management bonus provided the company meets its financial goals, sales and profit targets as provided in quarterly projections.

5. BENEFITS

During the term of this Agreement, Employee will be entitled to participate, subject to and in accordance with applicable eligibility requirements and other terms and conditions thereof, in the fringe benefit programs as per Company HR policies.

6. STOCK OPTION

Nothing in this Agreement shall affect or modify in any way the terms and conditions of that certain Notice of Option Grant, dated as of August I, 2002 by and between Sysorex Consulting, Inc. and Employee.

7. TERMINATION

Employment of Employee pursuant to this Agreement may be terminated as follows, but in any case, the provisions of Section 8 hereof shall survive the termination of this Agreement and the termination of Employee's employment hereunder:

7.1 By Employer

With or without Cause (as defined below in Section 8.6), Employer may terminate the employment of Employee at any time during the term of employment upon giving Notice of Termination (as defined below).

7.2 By Employee

For any reason or for no reason, Employee may terminate his employment at any time, for any reason, upon giving Notice of Termination.

7.3 Automatic Termination

This Agreement and Employee's employment hereunder shall terminate automatically upon the death or total disability of Employee. The term "total disability" as used herein shall mean Employee's inability to perform the duties set forth in Section I hereof for a period or periods of 60 consecutive calendar days in any 12-month period as a result of physical or mental illness, loss of legal capacity or any other cause beyond Employee's control, unless Employee is granted a leave of absence by the Board of Directors of Employer. Employee and Employer hereby acknowledge that Employee's ability to perform the duties specified in Section I hereof is of the essence of this Agreement. Termination hereunder shall be deemed to be effective (a) at the end of the calendar month in which Employee's death occurs or (b) at the end of the calendar month in which Employee becomes totally disabled (as defined above).

7.4 Notice

The term "Notice of Termination" shall mean written notice of termination of Employee's employment. The effective date of the termination of Employee's employment hereunder shall be the date on which the Notice of Termination is delivered to the other party to this Agreement.

8. TERMINATION PAYMENTS

In the event of termination of the employment of Employee, all compensation and benefits set forth in this Agreement shall terminate except as specifically provided in this Section 8.

8.1 Termination Resulting in Termination Payments

If Employer terminates Employee's employment without Cause, Employee shall be entitled to receive (a) termination payments equal to his base salary at the then current rate and levels for six (12) months from the date of termination, and (b) any unpaid annual salary which has accmed for services already performed as of the date termination of Employee's employment becomes effective. If Employee is terminated by Employer for Cause, Employee shall not be entitled to receive any of the foregoing benefits, other than those set forth in clause (b) above.

8.2 Termination Not Resulting In Termination Payments

In the case of the termination of Employee's employment with the Employer by either party under any circumstances other than those specified in Section 8.1, Employee shall not be entitled to any payments hereunder, other than those set forth in clause (b) of Section 8.1 hereof.

8.3 Termination Because of Death or Total Disability

In the event of a termination of Employee's employment because of his death or total disability, Employee shall not be entitled to any payments hereunder, other than those set forth in clause (b) of Section 8.1 hereof

8.4 Payment Schedule

All termination payments under this Section 8 shall be made to Employee at the same interval as payments of salary were made to Employee immediately prior to termination, provided, however, that if Employer defaults in its valid obligation to make such a payment, and fails to cure such default within thirty (30) days after written notice thereof from the Employee, all remaining termination payments shall accelerate and shall thereupon become due and payable in full.

8.5 Cause

Wherever reference is made in this Agreement to termination being with or without Cause, "Cause" shall include, without limitation, the occurrence of one or more of the following events:

(a) Failure or refusal to carry out the lawful duties of Employee described in Section 1 hereof or any reasonable directions of the Board of Directors or President of Employer made in good faith which failure or refusal, if curable, is not cured within thirty (30) days after written notice thereof from the Employer;

(b) The commission by Employee of any act of gross negligence, fraud or dishonesty causing material harm to the Employer, Sysorex, or any entities in which Sysorex owns a majority of the voting securities (collectively, the "Affiliates");

(c) The procurement by Employee of personal gain or profit at the expense of the Employer or from any transaction in which the. Employee has an interest which is adverse to the interest of the Employer or any Affiliate, unless Employee shall have obtained the prior consent of the President or Board of Directors of the Employer;

(d) Unauthorized use or disclosure of the confidential information or trade secrets of the Employer, except as may be required by law (in which event Employee shall promptly provide the Employer with written notice of such legal requirement which shall be advance written notice where practicable);

(e) A material breach by Employee of this Agreement, which breach is not cured within thirty (30) days after written notice from the Employer;

(f) Conviction of, or a plea of "guilty" or "no contest" to, a felony under the laws of the United States or any state thereof;

(g) Acts of violence directed at any present, fanner or prospective employee, independent contractor, vendor, customer or business partner of the Employer;

(h) The sale, possession or use of illegal drugs on the premises of the Employer or a client of the Employer;

(i) Misappropriation of the assets of the Employer or other acts of dishonesty related to the business of the Employer and resulting in a material adverse effect on the Employer; or

(j) Employee, on behalf of himself or the Employer, violates or orders the violation of any laws or governmental regulations applicable to the business of the Employer, resulting in a material adverse effect on the Employer.

In order to constitute "Cause" the termination of Employee's employment must occur within SO days of the date that any member of the Board of .Directors or President of the Employer has actual knowledge of the existence one of the events described in Sections 8.6 (a) or (e) or within 20 days of the date that any member of the Board of Directors or the President of Employer has actual acknowledge of the existence of one of the other events which may give rise to "Cause" here under. If Employer delivers written notice of one of the grounds for Cause described in Section 8.6(a) or (e) and the Employee effects a cure of such grounds for Cause then Employee's employment shall continue here under in accordance with the terms and conditions of this Agreement. If Employer desires to terminate Employee's employment as a result of subsequent grounds for Cause under Sections 8.6 (a) or (e) (regardless of whether or not such grounds occur under the same subsection of this Section 8.6 as a previous grounds for Cause), then the Employer shall be required to tender a new written notice and afford the Employee another cure opportunity pursuant to this Section 8.6.

9. NONCOMPETITION AND NONSOLICITATION

9.1 Applicability

Except as provided in the final sentence of this Section 9.1, this Section 9 shall survive the termination of Employee's employment with Employer or the expiration of the term of this Agreement. ''Covenant Term" as used in this Section 9 shall mean the period of time beginning on the Effective Date and ending on the later of: (a) the date on which Employee's employment or consulting relationship with Employer terminates; and (b) August 1, 2004. If Employer terminates Employee's employment without Cause, then effective upon the date of such termination, Employee shall be released from the non-competition obligation contained in Section 9.2, but shall continue to be subject to and restricted by the non-solicitation provision contained in Section 9.5 and by the remaining provisions of this Section 9, to the extent that they may relate to the interpretation and/or enforcement of Section 9.5.

9.2 Scope of Competition

Employee agrees that he will not, directly or indirectly, during the Covenant Term be employed by, consult with or otherwise perform services for, own, manage, operate, join, control or participate in the ownership, management, operation or control of or be connected with, in any manner, any Competitor. A "Competitor" shall mean any entity which, directly or indirectly, competes with Employer or an Affiliate or produces, markets, distributes or otherwise derives benefit from the production, marketing or distribution of products or services which compete with products then produced or services then being provided or marketed, by Employer or an Affiliate or the feasibility for production of which Employer or an Affiliate is then actually studying to the knowledge of Employee, or which is preparing to market or is developing products or services that will be in competition with the products or services then produced or being studied or developed by Employer or an Affiliate to the knowledge of Employee, in each case within the geographical area described in Section 9.3 hereof, unless released from such obligation in writing by Employer's Board of Directors. Employee sha11 be deemed to be related to or connected with a Competitor if such Competitor is (a) a partnership in which he is a general or limited partner or employee, (b) a corporation or association of which he is a shareholder, officer, employee or director, or (c)a partnership, corporation or association of which he is a member, consultant or agent; provided, however, that nothing herein shall prevent the purchase or ownership by Employee of shares which constitute less than two percent of the outstanding equity securities of a publicly held corporation, if Employee had no other relationship with such corporation.

9.3 Geographical Scope

The geographical areas in which the restrictions provided for in this Section 9 apply include all cities, counties and states of the United States, and all other countries, in which during the Covenant Term, Employee has provided services to or on behalf of the Employer or any of its Affiliates. The agreement not to compete in each such geographic subdivision is a separate and severable agreement from all such other agreements. Employee acknowledges that the scope and period of restrictions and the geographical area to which the restrictions imposed in this Section apply are fair and reasonable and are reasonably required for the protection of the Employer.

9.4 Severability

The parties intend that the covenants contained in this Section 9 shall be construed as a series of separate covenants, one for each county of each state of the United States of America, and each nation. Except for geographic coverage, each such separate covenant shall be deemed identical in terms of the covenants contained in this Agreement. If, in m1y judicial proceeding, a court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in this Section 9, then such unenforceable covenant (or such part) shall be deemed eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. In the event that the provisions of this Section 9 should ever be deemed to exceed the time or geographic limitations, or the scope of these covenants, as permitted by applicable law, then such provisions shall be reformed to the maximum time or geographic limitations, as the case may be, permitted by applicable laws.

9.5 Scope of Non-solicitation

Employee shall not during the Covenant Term directly or indirectly solicit, influence or entice, or attempt to solicit, influence or entice, any employee or consultant of Employer or an Affiliate to cease his or her relationship with Employer or such Affiliate or solicit, influence, entice or in any way divert any customer, distributor, partner, joint venturer or supplier of Employer or an Affiliate to do business or in any way become associated with any Competitor.

9.6 Equitable Relief

Employee acknowledges that the provisions of this Section 9 are essential to Employer, that Employer would not enter into this Agreement if it did not include this Section 9 and that damages sustained by Employer as a result of a breach of this Section 9 cannot be adequately remedied by damages, and Employee agrees that Employer, notwithstanding any other provision of this Agreement, including, without limitation, Section 16 hereof, and in addition to any other remedy it may have under this Agreement or at law, shall be entitled to injunctive and other equitable relief to prevent or curtail any breach of any provision of this Agreement, including, without limitation, this Section 9.

9.7 Effect of Violation

Employee and Employer acknowledge and agree that additional consideration has been given for Employee entering into this Section 9, such additional consideration including, without limitation, certain provisions for termination payments pursuant to Section 8 of this Agreement Violation by Employee of this Section 9 shall relieve Employer of any obligation it may have to make such termination payments, but shall not relieve Employee of his obligations, as required hereunder, not to compete.

10. CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT

10.1 Assignment of lntellectual Property

All concepts, designs, machines, devices, uses, processes, technology, trade secrets, works of authorship, customer lists, plans, embodiments, inventions, improvements or related work product (collectively "Intellectual Property") which Employee develops, conceives or first reduces to practice during the term of his employment hereunder , whether working alone or with others, shall be the sole and exclusive property of Employer, together with any and all Intellectual Property rights, including, without limitation, patent or copyright rights, related thereto, and Employee hereby assigns to Employer all of such Intellectual Property. "Intellectual Property" shall include only such concepts, designs, machines, devices, uses, processes, technology, trade secrets, customer lists, plans, embodiments, inventions, improvements and work product which (a) relate to Employee's performance of services under this Agreement, to Employer's field of business or to Employer's actual or demonstrably anticipated research or development, whether or not developed, conceived or first reduced to practice during normal business hours or with the use of any equipment, supplies, facilities or trade secret information or other resource of Employer or (b) are developed in whole or in part on Employer's time or developed using Employer's equipment, supplies, facilities or trade secret information, or other resources of Employer, whether or not the work product relates to Employer's field of business or Employer's actual or demonstrably anticipated research.

10.2 Disclosure and Protection of Inventions

Employee shall disclose in writing all concepts, designs, processes, technology, plans, embodiments, inventions or improvements constituting Intellectual Property to Employer promptly after the development thereof. At Employer's request and at Employer's expense, Employee will assist Employer or its designee in efforts to protect all rights relating to such Intellectual Property. Such assistance may include, without limitation, the following: (a) making application in the United States and in foreign countries for a patent or copyright on any work products specified by Employer; (b) executing documents of assignment to Employer or its designee of all of Employee's right, title and interest in and to any work product and related intellectual property rights; and (c) taking such additional action (including, without limitation, the execution and delivery of documents) to perfect, evidence or vest in Employer or its designee all right, title and interest in and to any Intellectual Property and any rights related thereto.

10.3 Nondisclosure; Return of Materials

Employee understands, acknowledges, and agrees that during the course of his employment and the term of any consulting relationship with Employer, he will be exposed to or has access to Employer's Trade Secrets and Confidential Information. As used in this Section I 0.3, "Trade Secrets" has the same definition as "trade secret" contained in Virginia Code §59.1- 336 (200 I) and any successor provision thereof. As used in this Section I 0.3, "Confidential information" means any information that is not a Trade Secret but is (a) any confidential or other proprietary information, whether of a technical, business or other nature that is of value to the owner of such information and is treated as confidential (including, without limitation, information about employees, customers, marketing strategies, services, business or technical plans and proposals, in any form); (b) any other information identified by a Employer as "Confidential Information"; or (c) any other information relating to Employer that is or should be reasonably understood to be confidential or proprietary. During the term of his employment by Employer and thereafter for a period ending on the date which is five (5) years following the date of termination of such employment, Employee shall not disclose any Confidential Information to any third party, except as stated in this Section 10.3. Further, at no time shall Employee disclose any Trade Secret to a third party in contravention of the Uniform Trade Secrets Act, as adopted by the Commonwealth of Virginia at Virginia Code §59.1-366, et seg. (2001). Employee may only disclose Confidential Information to a third party (a) if required to be disclosed pursuant to law, provided the Employee uses reasonable efforts to give Employer reasonable notice of such required disclosure, and cooperates in any attempts by Employer to obtain a protective order or other similar protection against disclosure of the Confidential Information; or (b) if disclosed with the prior written consent of Employer. Employee may disclose relevant aspects of Confidential Information or Trade Secrets to other of Employer's officers, employees, and consultants on a need-to-know basis, as determined by Employee in his reasonable judgment. In the event of the termination of his employment with Employer or the expiration of this Agreement, Employee, within fifteen (15) days of such termination or expiration, shall return to Employer all documents, data and other materials of whatever nature related to Employer's Trade Secrets, Confidential Information, and Intellectual Property, including, without limitation, drawings, specifications, research, reports, embodiments, software, and manuals, then in Employee's direct or indirect possession. Employee shall not retain or cause or allow any third party to retain photocopies or other reproductions of the foregoing. Notwithstanding anything to the contrary in this Section 10.3, information publicly known that is generally employed by the trade at or after the time that Employee first learns of such information (other than as a result of Employee's breach of this Agreement), shall not be deemed "Confidential Information".

11. REPRESENTATIONS AND WARRANTIES

In order to induce Employer to enter into this Agreement, Employee represents and warrants to Employer as follows:

11.1 No Violation of Other Agreements

Neither the execution nor the performance of this Agreement by Employee will violate or conflict in any way with any other agreement by which Employee may be bound, or with any other duties imposed upon Employee by corporate or other statutory or common law.

11.2 Patents, Etc.

Employee has prepared and attached hereto as Schedule 11.2 a list of all inventions, patent applications and patents made or conceived by Employee prior to the date hereof, which are subject to prior agreement or which Employee desires to exclude from this Agreement, or, if no such list is attached, Employee hereby represents and warrants to Employer that there are no such inventions, patent applications or patents.

12. NOTICE AND CURE OF BREACH

Whenever a breach of this Agreement by either party is relied upon as justification for any action taken by the other party pursuant to any provision of this Agreement, other than pursuant to the definition of "Cause" set forth in Section 8.6 hereof, before such action is taken, the party asserting the breach of this Agreement shall give the other party at least ten days' prior written notice of the existence and the nature of such breach before taking further action hereunder and shall give the party purportedly in breach of this Agreement the opportunity to correct such breach during the ten-day period.

13. FORM OF NOTICE

Except as may be otherwise provided in this Agreement, all notices and other communications required or permitted hereunder shall be in writing and shall be conclusively deemed to have been duly given to a party (a) when hand delivered to that party; (b) when received when sent by e-mail or facsimile (provided, however, that notices given by e-mail or facsimile shall not be effective unless either (i) a duplicate copy of such e-mail or facsimile notice is promptly given by one of the other methods described in this Section 13 or (ii) the receiving Party delivers a written confirmation of receipt for such notice either by e-mail, facsimile or any other method described in this Section 13; (c) three (3) business days after deposit in the U.S. mail with first class, registered or certified mail postage prepaid, return receipt requested and addressed to the other Party as set forth below; or (d) the next business day after deposit with a national overnight delivery service, postage prepaid, addressed to that party as set forth below with next-business-day delivery guaranteed, provided that the sending party receives a confirmation of delivery from the delivery service provider.

TO EMPLOYER:	Sysorex Group
	c/o Sysorex Consulting, Inc.
	405 Clyde Ave
	Mountain View, CA 94043
	Facsimile: (650) 967-9327
	Attention: Subhash Sachdeva
	E-mail: ssachdev@sysorex.com

A party may change or supplement the addresses given above, or designate additional addresses, for purposes of this Section 13 by giving the other party written notice of the new address in the manner set forth above.

14. ASSIGNMENT

This Agreement is personal to Employee and shall not be assignable by Employee. Employer may assign its rights hereunder to (a) any corporation resulting from any merger, consolidation or other reorganization to which Employer is a party or (b) any corporation, partnership, association or other person to which Employer may transfer all or substantially all of the assets and business of Employer existing at such time. All of the terms and provisions of this Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.

15. WAIVERS

No delay or failure by any party hereto in exercising, protecting or enforcing any of its rights, titles, interests or remedies hereunder, and no course of dealing or performance with respect thereto, shall constitute a waiver thereof. The express waiver by a party hereto of any right, title, interest or remedy in a particular instance or circumstance shall not constitute a waiver thereof in any other instance or circumstance. All rights and remedies shall be cumulative and not exclusive of any other rights or remedies.

16. ARBITRATION

Subject to the provisions of Section 9.6 hereof, any controversies or claims arising out of or relating to this Agreement shall be fully and finally settled by arbitration held in Fairfax County, Virginia in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association then in effect (the "AAA Rules"), conducted by one arbitrator either mutually agreed upon by Employer and Employee or chosen in accordance with the AAA Rules, except that the parties thereto shall have any right to discovery as would be permitted by the Federal Rules of Civil Procedure for a period of 90 days following the commencement of such arbitration and the arbitrator thereof shall resolve any dispute which arises in connection with such discovery. The prevailing party shall be entitled to costs, expenses and reasonable attorneys' fees, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding anything to the contrary in this Section 16, Employer may seek provisional injunctive relief from a court of competent jurisdiction in the Commonwealth of Virginia in aid of the arbitration, to prevent any award from being rendered ineffectual or to protect its Trade Secrets and/or Confidential Information. Seeking such relief shall not be a waiver of Employer's right to compel arbitration.

17. AMENDMENTS IN WRITING

No amendment, modification, waiver, termination or discharge of any provision of this Agreement, nor consent to any departure therefrom by either party hereto, shall in any event be effective unless the same shall be in writing, specifically identifying this Agreement and the provision intended to be amended, modified, waived, terminated or discharged and signed by Employer and Employee, and each such amendment, modification, waiver, termination or discharge shall be effective only in the specific instance and for the specific purpose for which given. No provision of this Agreement shall be varied, contradicted or explained by any oral agreement, course of dealing or performance or any other matter not set forth in an agreement in writing and signed by Employer and Employee.

18. APPLICABLE LAW

This Agreement shall in all respects, including all matters of construction, validity and performance, be governed by, and construed and enforced in accordance with, the laws of the Commonwealth of Virginia without regard to any rules governing conflicts of laws.

19. HEADINGS

All headings used herein are for convenience only and shall not in any way affect the construction of, or be taken into consideration in interpreting, this Agreement.

20. COUNTERPARTS

This Agreement, and any amendment or modification entered into pursuant to Section 17 hereof, may be executed in any number of counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute one and the same instrument.

21. ENTIRE AGREEMENT

This Agreement on and as of the date hereof constitutes the entire agreement between Employer and Employee with respect to the subject matter hereof and all prior or contemporaneous oral or written communications, understandings or agreements (including without limitation the Prior Agreement) between Employer and Employee with respect to such subject matter are hereby superseded and nullified in their entireties.

22. SEVERABILITY

If, in any judicial proceeding, a court shall refuse to enforce any of the separate covenants deemed included in this Agreement, then such unenforceable covenant shall be deemed eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants to be enforced.

IN WITNESS. WHEREOF, the parties have executed and entered into this Agreement on the date set forth above.

EMPLOYEE:


/s/ Nadir Ali


EMPLOYER:

SYSOREX GROUP



By:	/s/ Abdus Salam Qureishi
	Its	CEO

Exhibit 10.7(b)

ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment”) is entered into September 1, 2011 (the “Effective Date”) by and among the Sysorex Group, consisting of Sysorex Federal Inc., Sysorex Government Services, Inc., and Sysorex Consulting Inc., which are Delaware, California, and Delaware corporations, respectively (together, “Assignor”), Sysorex Global Holdings Corp., a Nevada corporation (“Assignee”), and Nadir Ali, an individual (“Employee”).

WITNESSETH:

WHEREAS, Assignor and Employee entered into that certain Employment Agreement on July 1, 2010 (“Employment Agreement”);

WHEREAS, pursuant to an Acquisition and Share Exchange Agreement Assignee acquired the business and operations of Assignor on July 29, 2011;

WHEREAS, pursuant to Section 14 of the Employment Agreement, Assignor is permitted to assign its interests thereunder to any corporation resulting from any merger, consolidation, or reorganization to which Assignor is a party, or to which Assignor had transferred all or substantially all of its assets and business; and

WHEREAS, Assignor wishes to assign substantially all rights and obligations it has under the Employment Agreement, and to transfer the Employment Agreement to Assignee, and Assignee wishes to assume the Employment Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties do hereby covenant and agree as follows and take the following actions:

1. Assignor does hereby assign, transfer, set over and deliver the Employment Agreement, together with all rights and obligations it has under the Employment Agreement, to the Assignee.

2. Assignee hereby accepts said assignment of the Employment Agreement and assumes all rights and obligations under the Employment Agreement, in each case, as of the Effective Date.

3. Employee hereby assents to this Assignment.

4. This Assignment shall be (a) binding upon, and inure to the benefit of, the parties to this Assignment and their respective heirs, legal representatives, successors and assigns, and (b) construed in accordance with the laws of the State of California, without regard to the application of choice of law principles. If any one or more of the provisions of this Assignment is held to be invalid, illegal or unenforceable, in whole or in part, or in any respect, then such provision or provisions only will be deemed to be null and void and of no force or effect and will not affect any other provision of this Assignment, and the remaining provisions of this Assignment will remain operative and in full force and effect and will in no way be affected, prejudiced or disturbed.

5. This Assignment may be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Further, a facsimile signature is acceptable and shall be treated as an original.

[Signature page follows]

IN WITNESS WHEREOF, the parties have executed this Assignment and Assumption Agreement as the date first above written.

	ASSIGNOR:

	SYSOREX GROUP

	BY:	SYSOREX FEDERAL INC.



	By:	/s/ Nadir Ali
	Name:	Nadir Ali
	Title:	Chief Executive Officer

	BY:	SYSOREX GOVERNMENT SERVICES, INC.



	By:	/s/ Wendy Loundermon
	Name:	Wendy Loundermon
	Title:	President

	BY:	SYSOREX CONSULTING, INC.



	By:	/s/ Abdus Salam Qureishi
	Name:	Abdus Salam Qureishi
	Title:	President



	ASSIGNEE:

	SYSOREX GLOBAL HOLDINGS CORP.



	By:	/s/ Nadir Ali
	Name:	Nadir Ali
	Title:	Chief Executive Officer

Agreed to and Acknowledged by:



/s/ Nadir Ali
Nadir Ali

Form: S-1

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