EXHIBIT 2.04(a)

FORM OF

BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT

This BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Bill of Sale”), dated as of March ____, 2013, is by and between Lilien, LLC, a Delaware limited liability company (the “Seller”) and Sysorex Global Holdings Corp., a Nevada corporation (the “Buyer”). All capitalized terms used herein and not otherwise defined shall have the same meaning as set forth in the APAMA (as defined below).

WITNESSETH

WHEREAS, the Buyer and Seller are parties to an Asset Purchase and Merger Agreement dated as of March 1, 2013 (the “APAMA”), which provides for, among other things, the sale, assignment, transfer and delivery by the Seller to the Buyer of the Seller’s rights, title and interest in certain assets of Seller (“Seller’s Assets”).

WHEREAS, the Seller desires to sell, assign, transfer and deliver all right, title and interest in the Seller’s Assets as described in the APAMA.

NOW, THEREFORE, in consideration of the premises contained in, and the execution and delivery of, the APAMA and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

1.     Purchase and Sale of Assets. The Seller does hereby irrevocably sell, assign, transfer and deliver to Buyer, its successors and assigns, and Buyer hereby accepts all of the Seller’s right, title and interest in and to all of the Seller’s Assets (other than the Excluded Assets) including, but not limited to, the Accounts Receivables referenced in Exhibit A attached hereto to the extent such Accounts Receivables remain Accounts Receivables as of the date of this Bill of Sale.

2.     Assumption of Liabilities. The Buyer hereby assumes as of the date hereof, and agrees to pay, perform, satisfy and discharge when due, as appropriate, all of the Seller’s Liabilities.

3.     Retention of Excluded Liabilities. Other than as set forth in Section 2 above, the Buyer is not assuming and the Buyer shall not assume or otherwise be obligated to pay, perform, satisfy or discharge any Excluded Liability or any other liability or obligation of the Seller or its affiliates.

4.     Scope of Bill of Sale. Except as specifically stated in this Bill of Sale, nothing contained in this Bill of Sale shall in any way replace or in any way modify or otherwise affect the provisions of the APAMA, including any of rights or obligations of the Buyer and/or the Seller under the APAMA. 

5.     Further Assurances. The Seller hereby covenants and agrees that, at any time and from time to time after the delivery of this Bill of Sale, at the Buyer’s request and expense, the Seller, its successors and assigns will, execute, acknowledge and deliver, or will cause to be done, executed, acknowledged and delivered, any and all such further acts, conveyances, transfers, assignments, powers of attorney and assurances as the Buyer reasonably may require to more effectively carry into effect the intent and purposes of this Bill of Sale. The Buyer hereby covenants and agrees that, at any time and from time to time after the delivery of this Agreement, at the Seller’s request and expense, the Buyer, its successors and assigns will, execute, acknowledge and deliver, or will cause to be done, executed, acknowledged and delivered, any and all such further acts, assumptions, powers of attorney and assurances as the Seller reasonably may require to more effectively carry into effect the intent and purposes of this Agreement.

6.     Contracts and Other Obligations Requiring Consent to Assignment. Notwithstanding anything to the contrary contained in this Bill of Sale, neither this Bill of Sale nor any document or instrument delivered pursuant hereto shall constitute an assignment of any contract, agreement, license, lease, commitment, sales order or purchase order or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof without the consent of any other person or entity would constitute a breach thereof or in any way adversely affect the rights to be assigned. Until such consent is obtained, or if an attempted assignment thereunder would be ineffective or would affect rights thereunder so that the Buyer would not in fact receive all such rights, the parties will cooperate with each other to provide for the Buyer the benefits of, and to permit the Buyer to assume all liabilities under, any such claim, contract, agreement, license, lease, commitment, sales order or purchase order, including enforcement at the request and expense of the Buyer for the benefit of the Buyer of any and all rights against a third party thereto arising out of the breach or cancellation thereof by such third party; and any transfer or assignment to the Buyer of any property or property rights or any contract or agreement which shall require the consent or approval of any third party shall be made subject to such consent or approval being obtained. The parties shall each use their commercially reasonable efforts to obtain any required consents to assignments, including, but not limited to: (i) any consents required in connection with the Material Contracts referenced in Schedule 3.17 to the APAMA and listed on Exhibit B attached hereto; and (ii) within ninety (90) days of the Closing Date, any consents required in connection with the Leased Properties referenced in Schedule 3.11(c) to the APAMA and listed on Exhibit C attached hereto. In addition, each party shall use commercially reasonable efforts to deliver the post closing deliverables stated on Exhibit D attached hereto.

7.     Waiver of Breach for Post Closing Items. Notwithstanding any provision of the APAMA or this Bill of Sale, neither party shall be in breach of any covenants or warranties of the APAMA or this Bill of Sale, for failure to deliver any consents, documents or items listed in Exhibit B, Exhibit C or Exhibit D of this Bill of Sale by the Closing Date. In addition, Seller shall not be in breach of any such warranty or covenant for failure to deliver such notices required by Section 6.08 of the APAMA, so long as such notices are delivered in accordance with the provisions of Exhibit D.

8.     Modification; Assignment. This Bill of Sale may not be amended or terminated except by a written instrument duly signed by each of the parties hereto. This Bill of Sale shall inure to the benefit of, and be binding upon, each of the parties hereto and their respective successors and assigns.

9.     Governing Law. This Bill of Sale shall be governed by and construed in accordance with the laws of the State of California without regard to conflicts or choice of law rules.

10.     Counterparts. This Bill of Sale may be executed in two counterparts, each of which shall be deemed an original, but all of which shall be considered one and the same agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, this Bill of Sale, Assignment and Assumption Agreement has been signed by or on behalf of each of the parties as of the date first written above.

	SELLER
	LILIEN, LLC
	By:
		Geoffrey Lilien, Manager
	BUYER
	SYSOREX GLOBAL HOLDINGS CORP.
	By:
		Nadir Ali, CEO

EXHIBIT A 

[SEE FOLLOWING PAGES] 

EXHIBIT B

Customer Contracts.

Supplier Agreements

EXHIBIT C

EXHIBIT D

EXHIBIT 7.01

FORM OF

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (the “Agreement”) effective March ___, 2013 (the “Effective Date”) by and between Lilien Systems, a California corporation (“Lilien”), and                                      (the“Executive”) (collectively, the “Parties”).

WHEREAS, Lilien desires to employ Executive and to enter into an agreement embodying the terms of such employment; and

WHEREAS, Executive desires to become employed with Lilien on the terms and conditions set forth herein and enter into such agreement.

NOW THEREFORE, in consideration of the premises and mutual covenants herein and for other good and valuable consideration, the Parties agree as follows:

1.     Effectiveness; Term of Employment.

a.     Effectiveness.   This Agreement shall constitute a binding agreement between the parties as of the date hereof.

b.     Term of Employment.   The term of this Agreement shall commence on the Effective Date and shall continue until the second year anniversary date hereafter unless terminated pursuant to Paragraph 7 below (the “Term”).

2.     Position.

a.     During the Term, Executive shall serve as:                 of Lilien, a wholly-owned subsidiary of Sysorex Global Holdings Corp. (the “Company”) and as a member of the Initial Board (as defined in Section 7(b)(iii)). In general, Executive shall have and perform such duties as those for which Executive was responsible prior to the acquisition of Lilien by the Company on the date hereof. Executive shall have the authority                                             . However, HR, accounting and finance will be the responsibility of the Company’s CFO. Executive will have and perform other duties as shall be determined from time to time by the Company’s Board of Directors consistent with Executive’s position.

b.     During the Term, Executive will devote his full business time and efforts (excluding periods of vacation and sick days) to the performance of Executive’s duties hereunder, and will not engage in any other business, profession or occupation which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board, which consent shall not unreasonably be withheld. Executive may: (i) engage in personal investment activities (including for Executive’s immediate family); (ii) serve on the boards of nonprofit organizations and business entities; and/or (iii) be involved in other organizations, in each case provided that any of such activities do not materially interfere with Executive’s performance of his duties for Lilien or create a conflict of interest with that of Lilien. Specifically, Executive and his immediate family shall be prohibited from having an ownership interest in or be employed by any other company besides Lilien or the Company or which has a joint venture or equivalent relationship with any company which competes directly with Lilien.

c.     For the purposes of this Agreement, control or participation in any competing business shall be deemed to include (but shall not be limited to) ownership in excess of three percent (3%) of the aggregate capital stock of such competing business.

d.     Subject to such travel as the performance of Executive’s duties may reasonably be requested by the Company’s Board, Executive shall perform the duties required of him by this Agreement in his office located in Larkspur, California.

3.     Compensation.

a.     Base Salary.   Executive’s Gross Base Salary, is hereinafter referred to as “Base Salary.” During the term, Lilien shall pay to Executive an annual Base Salary at the rate of $          , paid in accordance with Lilien’s regular payroll practices, but not less frequently than monthly. Executive’s Base Salary will be subject to all appropriate legally required tax deductions.

b.     Bonus.   In addition to Base Salary, Executive shall be entitled to incentives based on a compensation plan to be agreed to between Lilien and the Executive, as the same may be amended, modified or supplemented from time to time (“Incentives”).  During the Term, the determination of whether to authorize additional bonuses and the timing and amount of such bonuses, shall be made by the Board in its discretion.

4.     Benefits and Insurance.

a.     Executive Benefits.   During the Term, Executive shall be entitled to participate in Lilien’s and/or the Company’s employee and/or executive benefit plans (other than any annual incentive or other compensation or severance plans or programs, which benefits are set forth in this Agreement) as in effect from time to time (collectively “Executive Benefits”), on the same basis as those benefits are generally made available to other senior Lilien executives. Such Executive Benefits shall include, but not be limited to, health, dental, defined contribution plan, executive automobiles, disability and life insurance benefits. Lilien reserves the right to change or cancel any Executive Benefits at its sole discretion, except as specifically set forth in this Agreement.

b.     Directors and Officers Liability Insurance.   During the Term, and for a reasonable period (not less than one year) thereafter, the Company shall maintain Directors and Officers liability insurance coverage for Executive in a total coverage amount determined by the Board to be reasonable, provided that, if Executive’s employment is terminated for “Cause” or Executive resigns his employment without “Good Reason,” each term as defined herein, the Company may, at its discretion, elect not to maintain Directors and Officers liability insurance coverage for Executive after Executive’s termination date.

5.     Business Expenses. During the Term, Lilien shall reimburse Executive for, or pay on behalf of Executive, all reasonable and customary business expenses, including, but not limited to, travel expenses incurred by Executive in the performance of Executive’s duties hereunder.

6.     Vacations. During the Term, Executive shall be entitled to _____ paid days of vacation annually and such other time off as is provided under the Lilien employee manual. Up to _______ days of paid vacation may be accrued and used in the following years.

7.     Termination. The Executive’s employment hereunder shall continue from the effective date of this Agreement through the end of the Term, unless terminated earlier by Lilien or by Executive pursuant to this Paragraph 7. Lilien and Executive agree to enter into good faith negotiations for any successor agreement or extension of the Term no later than 6 months prior to the expiration of the Term, unless Lilien provides notice to Executive of its intention not to extend the Agreement with Executive. No later than 6 months prior to the expiration of the Term, Lilien shall submit written notice to Executive indicating Lilien’s intent to initiate negotiations for a successor Agreement, extend the Term, or not to extend the Agreement with Executive. Executive shall respond to Lilien, in writing, no later than 20 days after receipt of Lilien’s request.

a.     Termination By the Company For Cause; Resignation By Executive Without Good Reason.

The amounts described in clauses 7(a)(iii)(A) through (C) are referred to herein as the “Accrued Rights”.

b.     Termination by Lilien Without Cause; Resignation by Executive for Good Reason; Termination Due to Change in Control.

c.     Termination Due to Death.

d.     Termination Due to Disability.

e.     Notice of Termination.   Any purported termination of the Term and Executive’s employment by Lilien or by Executive (other than due to Executive’s death) shall be communicated by written Notice of Termination to the other party. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of employment under the provision so indicated, provided that the procedures set forth in Paragraph 7(a)(ii) and 7(b)(ii) herein must be complied with in respect of any termination by Lilien for “Cause” or resignation by Executive for “Good Reason.”

8.     Confidential Information.

a.     Executive will not at any time (whether during or after Executive’s employment with Lilien) retain or use for the benefit, purposes or account of Executive or any other Person or disclose, divulge, reveal, communicate, share, transfer or provide access to any Person outside of Lilien (other than its professional advisers who are bound by confidentiality obligations or as otherwise required in connection with the proper performance of his duties on behalf of Lilien), any non-public, proprietary or confidential information -- including without limitation trade secrets, know-how, research and development, strategies, software, databases, inventions, processes, formulae, technology, designs and other intellectual property, information concerning finances, profits, pricing, costs, products, services, vendors, customers, clients, partners, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions -- concerning the past, current or future business, activities and operations of Lilien and/or any third party that has disclosed or provided any of same to Lilien on a confidential basis (“Confidential Information”) without the prior written authorization of the Board.

b.      “Confidential Information” shall not include any information that is: (a) generally known to the industry or the public other than as a result of Executive’s breach of this covenant or any breach of other confidentiality obligations by third parties; (b) made legitimately available to Executive by a third party without breach of any confidentiality obligation; or (c) required by law or legal process to be disclosed; provided that Executive shall give prompt written notice to Lilien of such requirement, disclose no more information than is so required, and reasonably cooperate with any attempts by Lilien to obtain a protective order or similar treatment at Lilien’s sole expense.

c.     Except as required by law, Executive will not disclose to anyone, other than Executive’s immediate family and legal and other professional advisors, or as he may be compelled by law or legal process, the contents of this Agreement; provided that Executive may disclose to any prospective future employer the provisions of Paragraph 8 of this Agreement provided they agree to maintain the confidentiality of such terms, and may disclose the contents of this Agreement in order to enforce its terms.

d.     Upon termination of Executive’s employment with Lilien for any reason, Executive shall cease and not thereafter commence use of any Confidential Information owned or used by Lilien, and upon notification from the Company shall destroy, delete, or return to Lilien, at Lilien’s option, all originals and copies in any form or medium (including memoranda, books, papers, plans, computer files, letters and other data) in Executive’s possession or control (including any of the foregoing stored or located in Executive’s office, home, laptop or other computer, whether or not Company property) that contain Confidential Information or is otherwise the property of Lilien, except that Executive may retain only those portions of any personal notes, notebooks and diaries that do not contain any Confidential Information.

The provisions of this Paragraph 8 shall survive the termination of Executive’s employment with Lilien for any reason.

9.     Intellectual Property.

a.     If Executive creates, invents, designs, develops, contributes to or improves any United States or foreign works of authorship, design, program, software, source code, inventions, materials, documents, inventions, trade secrets, processes, patent applications, patents, know-how, copyrightable subject matter, and/or other intellectual property or work product of any kind (including without limitation, research, reports, software, databases, systems, applications, presentations, textual works, content, or audiovisual materials), either alone or with third parties, at any time during the Term and within the scope of Executive’s employment and/or with the use of any Lilien resources (“Lilien Works”), Executive shall promptly and fully disclose same to Lilien, hereby irrevocably relinquishes for the benefit of Lilien and its assigns any rights Executive may have to Lilien Works, and hereby irrevocably assigns, transfers and conveys, to the maximum extent permitted by applicable law, all rights and intellectual property rights therein (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) to Lilien to the extent ownership of any such rights does not vest originally in Lilien, without further consideration.

b.     During or after the Term, Executive shall take all requested actions and execute all requested documents (including any licenses or assignments required by a government contract) at Lilien’s expense (but without further remuneration) to assist Lilien in validating, maintaining, protecting, enforcing, perfecting, recording, patenting or registering any of Lilien’s rights in Lilien Works.

c.     The provisions of this Paragraph 9 shall survive the termination of Executive’s employment for any reason.

10.     Specific Performance. Executive acknowledges and agrees that Lilien’s remedies at law for a breach or threatened breach of any of the provisions of Paragraphs 8 or 9, would be inadequate and Lilien would suffer irreparable damages as a result of such breach. In recognition of this fact, Executive agrees that, in the event of such a breach, in addition to any remedies at law, Lilien, without posting any bond, and without the necessity of proof of actual damages, shall be entitled to obtain injunctive relief restraining any threatened or further breach, or any other equitable remedy which may then be available.

11.     Indemnification.

a.     Lilien shall defend, indemnify and hold harmless Executive to the fullest extent of the law from and against any and all loss, liability, damage or expense (including reasonable attorney’s fees and expenses incurred in connection with the investigation, defense or negotiation of a settlement thereof or otherwise) (collectively, “Losses”) arising from any claim or threatened claim by any third party with respect to, or in any way related to, Lilien, this Agreement or Executive’s services hereunder (collectively “Claim”). Executive shall give Lilien prompt notice of any such Claim known to him, and Lilien, in its sole discretion, then may take such action as it deems advisable to defend the Claim on behalf of the Executive. (The failure by Executive to give such a prompt notice shall not affect the right to indemnification except to the extent Lilien is materially prejudiced thereby.) Lilien shall have the sole and exclusive right to use counsel of its own choosing, shall control the defense of any such Claim in all respects, and shall have the sole and exclusive right to negotiate and settle any such Claim on behalf of Executive. Notwithstanding the foregoing, Executive shall have the right to employ his own legal counsel in defense of any Claim, with the reasonable fees and expenses of such counsel to be paid by Lilien, provided that Lilien determines that there exists a conflict of interest by reason of having common counsel in any such Claim. Executive shall cooperate fully with Lilien and its counsel in all respects in connection with the defense of any Claim and in any attempt made to settle the matter. Such indemnification shall be deemed to apply solely to (a) the amount of the judgment, if any, against Executive, (b) any sums paid by Executive in settlement, and (c) the expenses (including reasonable attorneys’ fees and expenses) incurred by Executive in connection with its defense. Notwithstanding anything to the contrary contained herein, Executive shall not be entitled to indemnification for Losses under this Paragraph 13 for any claim or allegation made by Lilien against Executive arising out of Executive’s breach of this Agreement; or if it is adjudicated by a court of competent jurisdiction that any Losses were the direct result of the gross negligence or willful misconduct by Executive and, if so proven, Executive shall reimburse Lilien for the costs of defense incurred by Lilien.

b.     Notwithstanding anything elsewhere to the contrary, this Paragraph 11 shall survive the termination of this Agreement and shall survive any termination of Executive’s employment.

12.     No Mitigation; No Set Off.     In the event of any termination of employment hereunder, Executive shall be under no obligation to seek other employment and there shall be no offset against any amounts due Executive under this Agreement on account of any remuneration attributable to any subsequent employment that Executive may obtain.

13.     Arbitration. Any dispute between the parties arising out of this Agreement, including but not limited to any dispute regarding any aspect of this Agreement, its formation, validity, interpretation, effect, performance or breach, or the Executive’s employment (“Arbitrable Dispute”) shall be determined in accordance with the existing arbitration agreement between Executive and Lilien.

14.     Section 409A.      The intent of the parties is that payments and benefits under this Agreement comply with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. The provisions of this Paragraph 14 shall survive the termination of this Agreement and shall survive any termination of Executive’s employment. Notwithstanding anything herein to the contrary, if at the time of an Executive’s termination of employment the Executive is a “specified employee” of a publicly traded company as defined in Code Section 409A (and any related regulations or other pronouncements thereunder) and the deferral of any payments otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Code Section 409A, then the Company shall defer such payments (without any reduction in such payments ultimately paid or provided to the Executive) until the date that is six months following the Executive’s termination of employment (or the earliest date as is permitted under Code Section 409A).

15.     Miscellaneous.

a.     Governing Law.      This Agreement will be governed by, and construed and enforced in accordance with, the laws of the State of California without regard to the conflict of laws provisions thereof. The parties hereto do hereby consent and submit to the venue and jurisdiction of the state and federal courts sitting in Santa Clara County, California, as the sole and exclusive forum for the enforcement of an award pursuant to arbitration or, if no arbitration agreement between the parties is in place or such agreement is deemed unenforceable, for the enforcement of this Agreement.

b.     Entire Agreement/Amendments.     This Agreement contains the entire understanding of the parties with respect to the employment of Executive by Lilien. There are no restrictions, agreements, promises, warranties, covenants or undertakings between the parties with respect to the subject matter herein other than those expressly set forth herein. This Agreement may not be altered, modified, or amended except by written instrument signed by the parties hereto.

c.     No Waiver.     The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

d.     Severability   In the event that any one or more of the provisions of this Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected thereby.

e.     Assignment. This Agreement, and all of Executive’s rights and duties hereunder, shall not be assignable or delegable by Executive. Any purported assignment or delegation by Executive in violation of the foregoing shall be null and void ab initio and of no force and effect. This Agreement may be assigned by Lilien solely to a person or entity which is an affiliate or a successor in interest to substantially all of the business operations of Lilien. Upon such assignment, the rights and obligations of Lilien hereunder shall become the rights and obligations of such affiliate or successor person or entity.

f.     Successors; Binding Agreement. This Agreement shall inure to the benefit of and be binding upon the personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees of the Parties. Lilien shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of Lilien to expressly assume and agree to perform this Agreement in the same manner and to the same extent that Lilien would be required to perform it if no such succession had taken place. As used in this Agreement, “Lilien” shall mean Lilien and any successor to its business and/or assets, which assumes and agrees to perform this Agreement by operation of law, or otherwise. If Executive should die while any accrued amount would still be payable to him hereunder had he continued to live, the accrued amounts, with the exception of any life, disability or health insurance premiums, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to his devisee, legatee or other designee, or if there is no such designee, to his estate.

g.     Notice. For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand or overnight courier or three days after it has been mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below in this Agreement, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.  

If to Lilien:	LILIEN SYSTEMS
	3375 Scott Blvd., Suite 440
	Santa Clara, CA 94054
	Fax: 703-886-7219
	Attention: Nadir Ali, CEO
with a copy to:	DAVIDOFF HUTCHER & CITRON LLP
	605 Third Avenue, 34th Floor
	New York, New York 10158
	Fax: (212) 286-1884
	Attention: Elliot H. Lutzker, Esq.
If to the Executive,
to:
With a copy to:

h.     Executive Representations.      Executive hereby represents to Lilien that the execution and delivery of this Agreement by Executive and Lilien and the performance by Executive of Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any employment agreement or other agreement or policy to which Executive is a party or otherwise bound. Executive further represents that he has been advised by, or has consulted with his own independent counsel with respect to the negotiation of, and his decision to enter into, this Agreement and acknowledges that he understands the meaning and effect of each and every term and provision contained herein.

i.     Prior Agreements    This Agreement supersedes all prior agreements and understandings (including verbal agreements) between Executive and Lilien regarding the terms and conditions of Executive’s employment with Lilien.

j.     Withholding Taxes.     Lilien shall withhold from any amounts payable under this Agreement such Federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

k.     Counterparts.     This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

[SIGNATURE PAGE TO FOLLOW]

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

EXHIBIT 8.10

form of

RESTRICTIVE

COVENANTS AGREEMENT

This Restrictive Covenants Agreement (this “Agreement”) is entered into as of March __, 2013, by and among SYSOREX GLOBAL HOLDINGS CORP., a Nevada corporation (“Purchaser”), LILIEN LLC, a Delaware limited liability company (“Seller”), and ________________________ (the “Former Member”), in connection with the closing under that certain Asset Purchase and Merger Agreement (the “Purchase Agreement”) dated as of March 1, 2013, by and between the Purchaser and Seller. Purchaser and Seller shall also collectively be referred to as the “Protected Parties”, or individually as a “Protected Party”. Capitalized terms used herein without definition have the respective meanings set forth in the Purchase Agreement.

RECITALS

WHEREAS, pursuant to the Purchase Agreement, Purchaser will purchase substantially all of the assets of Seller (the “Asset Purchase”);

WHEREAS, Former Member, as a member of Seller, holds specialized knowledge of the Business (as hereinafter defined), including, inter alia, knowledge of business relationships, lines of business, markets, key personnel, profitability, and other confidential information; substantial marketing, business and financial expertise and extensive experience in a wide range of activities that constitute the Business;

WHEREAS, as a material inducement to Purchaser to consummate the Asset Purchase, Former Member has agreed to enter into this Agreement; and

WHEREAS, Former Member acknowledges and agrees that (i) the Protected Parties would be irreparably harmed and impaired if Former Member were to engage, directly or indirectly, in any activity competing with the Business, make any disclosure in violation of this Agreement or any unauthorized use of, any confidential information concerning the Business and (ii) the Protected Parties are entitled to protection from such use of the specialized knowledge of Former Member.

NOW THEREFORE, In consideration of the mutual promises and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:

AGREEMENT

1.     Defined Terms.

(a)     “Business” means the business of the Seller as conducted on the date of this Agreement, including of an information technology company that, together with its wholly-owned subsidiary Lilien Systems, provides enterprise information technology solutions and integration services to customers, including with respect to servers, data storage and management, networking, virtualization and analytics.

(b)     "Confidential Information" means any confidential, proprietary or non-public information relating to (a) this Agreement, the Purchase Agreement, the Asset Purchase or (b) the Business, including any proprietary information, technical data, trade secrets or know-how, including, but not limited to, pending projects and proposals, customers, inventions, technology, engineering, hardware configuration information, marketing strategies and financial information disclosed to Employer by Protected Parties either directly or indirectly in writing, orally or by drawings or observation of parts or equipment. Notwithstanding the foregoing, “Confidential Information” shall not include any information which (i) is or becomes generally available to the public through no wrongful act on the part of the Former Member, (ii) was or is disclosed to the Former Member by a source other than the Protected Parties, (iii) is independently developed by the Former Member without use or reference to Confidential Information or (iv) is required to be disclosed pursuant to subpoena, judicial order, regulation or applicable law.

(c)     “Covenant Period” means the period commencing on the Closing Date and continuing through the first anniversary thereof.

(d)     “Person” or “person” (regardless of whether capitalized) means any natural person, entity, or association, including without limitation any corporation, partnership, limited liability company, government (or agency or subdivision thereof), trust, joint venture, or proprietorship.

(e)     “Restricted Area” means California, Oregon, Washington and Hawaii.

2.     Covenant Not to Compete and Not to Solicit.

(a)     For and in consideration of the benefits derived directly and indirectly from this Agreement, Former Member covenants and agrees with the Protected Parties that for the Covenant Period, he shall not directly or indirectly, whether pursuant to a management agreement or for his own financial account, own, manage, operate or control, or participate in the ownership, management, operation or control of, or be an Former Member of or a consultant to, any business that conducts or engages in the Business in the Restricted Area (other than for Protected Parties). For the Covenant Period, Former Member shall not: (i) assist any other Person to enter the Business anywhere within the Restricted Area; (ii) serve as a consultant to or an employee of any Person who directly competes with Protected Parties; (iii) directly or indirectly cause, solicit, induce or encourage any employees of the Protected Parties to leave such employment; (iv) employ or otherwise engage any such individual unless such employee of the Protected Parties was terminated from his employment by the Protected Parties, resigned from such employment as a result of a material reduction in duties or compensation or a relocation by more than 50 miles or has not been employed by the Protected Parties for at least six (6) months; or (v) directly or indirectly cause, induce or encourage any material actual client, customer, supplier, or licensor of the Protected Parties (including any existing customer of Protected Parties and any Person that becomes a client or customer of the Protected Parties after the Closing) or any other Person who has a material business relationship with the Protected Parties, to terminate or modify any such actual relationship in a manner adverse to the Protected Parties.

(b)     For the purposes of this Agreement, control or participation in any competing business shall be deemed to include (but shall not be limited to) ownership in excess of three percent (3%) of the aggregate capital stock of such competing business.

(c)     The parties agree that the duration, scope (including services or product type) and area for which this covenant is to be effective is reasonable. If, at any time of the enforcement of any of the provisions of this Agreement, a court determines that the duration, scope of restricted activities or area restrictions stated herein are not enforceable under applicable law, the parties agree that the maximum duration, scope or area (as applicable) permitted by applicable law shall be substituted for the duration, scope or area (as applicable) stated herein and the court shall be authorized to revise the restrictions contained herein to cover such maximum duration, scope or area (as applicable). Such holding shall not affect or impair the validity, enforceability or legality of such provision in any other jurisdiction or under any other circumstances. Neither such holding, nor such reformation or severance, shall affect or impair the legality, validity or enforceability of any other provision of this Agreement.

3.     Covenant Not to Disclose Confidential Information.

(a)     Former Member agrees to hold in strictest confidence, and not to use, except for the benefit of the Protected Parties, or to disclose to any person, firm or corporation without written authorization of the of the Protected Parties, any Confidential Information of the Protected Parties. The protection of confidential business information and trade secrets is vital to the interests and success of the Protected Parties.

(b)     In addition, Former Member understands that the posting on the Internet of Confidential Information, trade secrets or proprietary information is forbidden, including, without limitation, Internet websites and blogs.

(c)     Former Member also understands that he may have been, or in the future may be, provided with access to secured areas of information that are password-protected. Such passwords themselves are confidential and are not to be shared with anyone in or outside of the Protected Parties other than authorized representative(s). Any attempt to use the password(s) or the information available within such secured areas other than in connection with any employment by the Purchaser (as with any and all Confidential Information), will constitute a violation of this Agreement as well as a violation of applicable laws protecting the Former Member from such violations.

(d)     In addition, Former Member recognizes that the Former Member has received and in the future may receive from third parties, including clients, affiliated or related companies of the Protected Parties, their confidential information, including Confidential Information, subject to a duty on the Former Member's part to maintain the confidentiality of such information and to use it only for certain limited purposes. Former Member agrees to hold all such Confidential Information, in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out his or her work for the Protected Parties consistent with any Protected Parties’ agreement with such third party.

(e)     If the Former Member is requested or compelled to divulge Confidential Information under operation of law, government regulation(s) or investigation, subpoena or court order, Former Member agrees to, prior to any disclosure, notify the Protected Parties of such potential disclosure and cooperate fully with the Protected Parties with regard to such proceedings prior to divulging the information requested, including cooperating with the Protected Parties’ counsel or counsel provided to Former Member at the Protected Parties’ cost. The Protected Parties agree and acknowledge that disclosure of Confidential Information under such circumstances shall not constitute a breach of this Agreement.

4.     Equitable Relief. Former Member acknowledges and agrees that any breach or threatened breach of this Agreement would result in irreparable and immediate injury to the Protected Parties, that money damages alone will be an inadequate remedy for such breach or threatened breach, and that, therefore, in addition to any other remedy to which a party may be entitled at law or in equity, the rights and obligations of the parties under this Agreement shall be enforceable by a decree of specific performance issued, and appropriate injunctive relief may be applied for and granted in connection therewith, without the necessity of posting a bond or other security or proving actual damages and without regard to the adequacy of any remedy at law.

5.     Severability. Without limiting the generality of Section , if any provision of this Agreement is held to be illegal, invalid or incapable of being enforced, in whole or in part, in any jurisdiction under any circumstances for any reason under present or future laws effective during the Covenant Period: (a) such provision shall be reformed to the minimum extent necessary to cause such provision to be valid, enforceable and legal while preserving the intent of the parties as expressed in, and the benefits to such parties provided by, such provision; or (b) if such provision cannot be so reformed, such provision shall be severed from this Agreement and an equitable adjustment shall be made to this Agreement (including addition of necessary further provisions to this Agreement) so as to give effect to the intent as so expressed and the benefits so provided.

6.     Other Obligations Continue. Former Member agrees and acknowledges that his or her obligations set forth in this Agreement are in addition to, and not in lieu of, any obligations he or she has to the Protected Parties pursuant to any other agreement between Former Member and the Protected Parties or their respective affiliates, at common law or otherwise. The termination of this Agreement will not release Former Member from liability for any breach occurring prior to such termination.

7.     Notices. All notices, requests, demands, waivers and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if: (i) delivered personally; (ii) mailed, using certified or registered mail with postage prepaid; or (iii) sent by next-day or overnight mail or delivery using an internationally recognized overnight courier service, as follows:

If to Former
Member:
If to Purchaser:	Sysorex Global Holdings Corp. 3375 Scott Blvd., Suite 440 Santa Clara, CA 95054 Attention: Nadir Ali, CEO Email:ali@sysorex.com   With a copy, which shall not constitute notice, to:
	Davidoff Hutcher & Citron LLP
	605 Third Avenue - 34th Floor
	New York, New York 10158
	Attention: Elliot H. Lutzker, Esq.
	Email:ehl@dhclegal.com
If to Seller:	Lilien LLC 17 E. Sir Francis Drake Blvd, Suite 110 Larkspur, CA 94939 Attention: Geoffrey Lilien Email: Geoffrey@lilien.com   And with a copy, which shall not constitute notice, to:   Dudnick Detwiler Rivin & Stikker LLP 351 California Street, 15th Floor San Francisco, CA 94104 Fax: (415) 982-1401 Email: detwiler@ddrs.com

All such notices, requests, demands, waivers and other communications shall be deemed to have been received: (A) if by personal delivery, on the day of such delivery; (B) if by certified or registered mail, on the third (3^rd) business day after the mailing thereof; or (C) if by next-day or overnight mail or delivery, on the day delivered.

8.     Binding Effect, Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Former Member understands and agrees that this Agreement is his personal agreement and cannot be assigned by him. Any purported assignment of this Agreement or any rights, interests or obligations hereunder in violation of the preceding sentence will be void and of no force or effect.

9.     Amendment, Waiver. No amendment, modification or discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of the amendment, modification, discharge or waiver is sought; provided, however, that if a Protected Party is the party against whom enforcement of any amendment, modification, discharge or waiver is sought, such amendment, modification, discharge or waiver will only be valid and binding if duly approved by the applicable Protected Party. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time. The waiver by any party of a breach of or a default under any of the provisions of this Agreement or a failure to or delay in exercising any right or privilege hereunder, shall not be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. The rights and remedies herein provided are cumulative and none is exclusive of any other, or of any rights or remedies that a party may otherwise have at law or in equity.

10.     Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all contemporaneous oral agreements and all prior oral and written quotations, communications, agreements, understandings of the parties, and written or oral representations of any party with respect to the subject matter of this Agreement.

11.     Headings. The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

12.     Counterparts. This Agreement may be executed in one or more counterparts, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each party and delivered to the other party, regardless of whether both of the parties have executed the same counterpart. Counterparts may be delivered via facsimile, electronic mail (including pdf) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

13.     No Third Party Beneficiaries. Nothing herein is intended or shall be construed to give any Person any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

14.     Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW RULE THAT WOULD CAUSE THE APPLICATION OR THE LAWS OF ANY JURISDICTION OTHER THAN THE INTERNAL LAWS OF THE STATE OF CALIFORNIA TO THE RIGHTS AND DUTIES OF THE PARTIES.

15.     Consent to Jurisdiction.

(a)     THE PARTIES HERETO HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT LOCATED WITHIN THE STATE OF CALIFORNIA OVER ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS, AND EACH PARTY HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH DISPUTE OR ANY ACTION RELATED THERETO MAY BE HEARD AND DETERMINED IN SUCH COURTS. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH DISPUTE BROUGHT IN SUCH COURT OR ANY DEFENSE OF INCONVENIENT FORUM FOR THE MAINTENANCE OF SUCH DISPUTE. EACH OF THE PARTIES HERETO AGREES THAT A JUDGMENT IN ANY SUCH DISPUTE MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY APPLICABLE LAW.

(b)     EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IN ANY OF THE CALIFORNIA COURTS. EACH OF THE PARTIES IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH PROCEEDING IN ANY OF THE CALIFORNIA COURTS.

(c)     EACH OF THE PARTIES HERETO HEREBY CONSENTS TO PROCESS BEING SERVED BY ANY PARTY TO THIS AGREEMENT IN ANY ACTION BY DELIVERY OF A COPY THEREOF IN ACCORDANCE WITH THE PROVISIONS OF SECTION 7 AND THIS SECTION 15.

16.     Waiver of Jury Trial.

(a)     EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. THE PARTIES TO THIS AGREEMENT EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

(b)     EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF THE FOREGOING WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 16.

17.     No Waiver. No party shall by any act, delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any default in or breach of any of the terms and conditions of this Agreement. No failure to exercise, nor any delay in exercising on the part of any party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

18.     Negotiations. The parties are sophisticated and have been represented by attorneys throughout the transactions contemplated hereby who have jointly participated in the negotiation and drafting of this Agreement. As a consequence, the parties do not intend that the presumptions of laws or rules relating to the interpretation of contracts against the drafter of any particular clause should be applied to this Agreement, and therefore waive their effects. Both parties have read, understand and voluntarily accept all of the terms set forth in this Agreement.

[SIGNATURE PAGE FOLLOWS]

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

	FORMER MEMBER
	Name:
	PURCHASER
	Sysorex Global Holdings Corp.
	By:
		Name: Nadir Ali Title: CEO
	SELLER
	Lilien LLC
	By:
		Name: Geoffrey Lilien Title: CEO