Exhibit 10.59


 


SECOND AMENDMENT TO EMPLOYMENT AGREEMENT BY AND
AMONG THE

COMPANY, TTM DIGITAL ASSETS & TECHNOLOGIES, INC., AND WAYNE

WASSERBERG


 


SECOND AMENDMENT TO EMPLOYMENT AGREEMENT


 


This second amendment to employment
agreement (this “Second Amendment”) is entered into as of September 8, 2022 (the “Second Amendment Effective
Date”), by and among Sysorex, Inc., a Nevada corporation (“Sysorex”), TTM Digital Assets & Technologies,
Inc. (“TTM”) (collectively, the “Company”), and Wayne Wasserberg, an individual, currently residing in
Florida (“Employee”). Sysorex, TTM, and Wasserberg are individually referred to herein as a “party”
and collectively as the “parties.”


 


RECITALS


 


WHEREAS, the Company
and Employee have entered into that certain employment agreement, effective as of May 7, 2021 (the “Agreement”); and


 


WHEREAS, the parties
desire to establish bonus targets for 2022 as provided under the Agreement.


 


NOW, THEREFORE, in consideration
of the foregoing and the respective representations, warranties, covenants, and agreements set forth in the Agreement, the parties hereto
agree as follows:


 


1. Amendment.
The Company and Employee hereby agree to amend and restate Exhibit A of the Agreement to adopt the bonus opportunity described in Exhibit
1 attached hereto.


 


2. Effectiveness.
The amendment set forth in Section 1 shall be effective as of the Second Amendment Effective Date.


 


3. Other
Provisions of Agreement. Other than as amended herein, the parties ratify and confirm the Agreement in all respects.


 






     


     


    

 


IN WITNESS WHEREOF, the parties hereto
have caused this Second Amendment to be executed as of the Second Amendment Effective Date.


 


	FOR SYSOREX, INC.: 


	 	FOR TTM DIGITAL ASSETS &

 TECHNOLOGIES, INC.:
	 	 	 
	By:	/s/ Zaman Khan	 	By:	/s/ Vincent Loiacono
	Name: 	Zaman Khan	 	Name:	Vincent Loiacono
	
    Title: 
	President	 	
    Title: 
	Chief Financial Officer
	 	 	 	 	 
	EMPLOYEE: 


	 	 	 
	 	 	 	 
	By:	/s/ Wayne Wasserberg	 	 	 
	Name:	Wayne Wasserberg	 	 	 



 






     


     


    

 


Exhibit 1


 


(Attached)


 






     


     


    

 


Exhibit A


 


2022 Bonus Opportunity


 


Definitions


 


“Minimum Bonus” for achievement of the Bonus Milestone:
$100,000 in cash or immediately available funds.


 


“Significant Transaction” is either of the following transactions:


 


		1.	The
sale of all or substantially all of the stock or assets of: (i) TTM, or (ii) Sysorex Government Services.


 


		2.	The
raising of Five Million Dollars ($5,000,000) in financing by or before December 31, 2022, in one transaction or a series of related transactions.


 


Description of the 2022 Bonus Opportunity


 


If a Significant Transaction is closed before December 31, 2022, the
Minimum Bonus shall be tendered to Employee as described herein.


 


Terms


 


		A.	The
Board may, in its sole discretion, increase the amount of the Minimum Bonus through a Board resolution.



 


		B.	The
Minimum Bonus shall be in addition to, and in priority to, any bonus(es) awarded to Company management arising from achievement of a
Significant Transaction, which are distinct from this 2022 Bonus Opportunity.



 


		C.	The
Minimum Bonus will be fully earned upon closing a Significant Transaction and will be tendered to Employee within 60 days of the closing
of a Significant Transaction.


 


		D.	If
Employee is terminated without Cause within sixty (60) days before achievement of a Bonus Milestone, the Minimum Bonus will nevertheless
be deemed earned due to the closing of the Significant Transaction and its tender to Employee shall be due and payable within 60 days
of the Significant Transaction.