Exhibit 10.1


 


AMENDMENT
NUMBER FOUR TO BUSINESS FINANCING AGREEMENT


 


This
AMENDMENT NUMBER FOUR TO BUSINESS FINANCING AGREEMENT (this “Amendment”), dated and effective as of
April 29, 2015, is entered into by and among BRIDGE BANK, NATIONAL ASSOCIATION (“Lender”), on the one
hand, and LILIEN SYSTEMS, a California corporation (“Lilien”), SYSOREX GOVERNMENT SERVICES, INC., a
Virginia corporation (“SGSI”), SYSOREX FEDERAL, INC., a Delaware corporation (“SFI”),
SYSOREX GLOBAL HOLDINGS CORP., a Nevada corporation (“Parent”), SHOOM, INC., a California corporation
(“Shoom”), and AIRPATROL CORPORATION, a Nevada corporation (“Air Patrol”)
(Lilien, SGSI, SFI, Parent, Shoom, and Air Patrol are sometimes collectively referred to herein as “Borrowers”
and each individually as a “Borrower”), on the other hand, with reference to the following facts:


 


A.Lilien
and SGSI, on the one hand, as Borrowers, and Lender, on the other hand, previously entered into that certain Business Financing
Agreement, dated as of March 15, 2013, as amended by that certain Amendment Number One to Business Financing Agreement, Waiver
of Defaults and Consent, dated as of August 29, 2013, that certain Amendment Number Two to Business Financing Agreement, Waiver
and Consent, dated as of May 13, 2014 to be effective as of April 16, 2014, and that certain Amendment Number Three to Business
Financing Agreement and Waiver of Defaults, dated as of December 31, 2014 (as so amended, the “Agreement”);


 


B.In
connection with the Agreement, each of SFI, Parent, Shoom, and Air Patrol, among other parties, executed and delivered to Lender
a Guaranty with respect to the obligations of Lilien and SGSI owing to Lender.


 


C.Borrowers
have requested that (1) each of SFI, Parent, Shoom, and Air Patrol become Borrowers under the Agreement, (2) Lender increase the
Credit Limit to $10,000,000, (3) Lender extend a new term loan to Borrowers in the amount of $2,000,000, and (4) make certain
other changes to the reporting requirements and financial covenants, and Lender has agreed with such requests, subject to the
terms and conditions set forth in this Amendment.


 


D.All
Subordinated Debt has been repaid in full.


 


NOW,
THEREFORE, in consideration of the foregoing, the parties hereto hereby agree as follows:


 


1.Defined
Terms. All initially capitalized terms used but not defined herein shall have the meanings assigned to such terms in the
Agreement.


 


2.Joinder
of New Borrowers. (a) Each of SFI, Parent, Shoom, and Air Patrol (collectively, “New Borrowers”
and each a “New Borrower”), by its signature below, becomes a "Borrower"" under the Agreement
with the same force and effect as if originally named therein as a "Borrower", and each New Borrower hereby (a) agrees
to all of the terms and provisions of the Agreement applicable to it as a "Borrower" thereunder and (b) represents and
warrants that the representations and warranties made by it as a "Borrower" thereunder are true and correct. In furtherance
of the foregoing, each New Borrower hereby (a) jointly and severally unconditionally and irrevocably agrees to pay, as a primary
obligor and not merely as a surety, when due, whether upon maturity, acceleration, or otherwise, all of the Obligations, and (b)
unconditionally grants, assigns, and pledges to Lender, to secure the Obligations, a continuing security interest in and to all
of such New Borrower's right, title and interest in and to the Collateral. Each reference to a "Borrower" in the Agreement
shall be deemed to include New Borrowers. The Agreement is incorporated herein by reference.


 


(b)Each
New Borrower authorizes Lender at any time and from time to time to file, transmit, or communicate, as applicable, financing statements
and amendments thereto (i) describing the Collateral as “all personal property of debtor” or “all assets of
debtor” or words of similar effect, (ii) describing the Collateral as being of equal or lesser scope or with greater detail,
or (iii) that contain any information required by part 5 of Article 9 of the Code for the sufficiency or filing office acceptance.
Each New Borrower also hereby ratifies any and all financing statements or amendments previously filed by Lender in any jurisdiction
in connection with the Agreement.


 






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(c)Each
New Borrower represents and warrants to Lender that this Amendment has been duly executed and delivered by such New Borrower and
constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms, except as enforceability
thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium, or other similar laws affecting
creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in
a proceeding at law or in equity).


 


3.Amendment
to Section 1.8. The last sentence of Section 1.8 of the Agreement is hereby amended in its entirety as follows:


 


Upon
the Revolving Advances Maturity Date, the amount of Letters of Credit Obligations shall be secured by unencumbered cash in an
amount not less than 110% of the amount of Letters of Credit Obligations on terms acceptable to Lender if the term of this Agreement
is not extended by Lender.


 


4.Amendment
to Section 1.9. Section 1.9 of the Agreement is hereby amended by adding the following at the end thereof:


 


Upon
the Revolving Advances Maturity Date, the entire Cash Management Sublimit shall be secured by unencumbered cash in an amount not
less than 110% of the amount of the Cash Management Sublimit on terms acceptable to Lender if the term of this Agreement is not
extended by Lender.


 


5.Amendment
to Section 1.10. Section 1.10 of the Agreement is hereby amended by adding the following at the end thereof:


 


Upon
the Revolving Advances Maturity Date, all FX Forward Contracts shall be secured by unencumbered cash in an amount not less than
110% of the amount of all FX Forward Contracts on terms acceptable to Lender if the term of this Agreement is not extended by
Lender.


 


6.New
Sections 1.14 and 1.15. New Sections 1.14 and 1.15 are hereby added to the Agreement immediately following Section 1.13
thereof, as follows:


 


		1.14	Term
                                         Advance B. Subject to the terms and conditions hereof, Lender agrees to make a term
                                         loan ("Term Advance B") to Borrowers on the Term Advance B Closing
                                         Date, in an amount equal to the Term Advance B Commitment. As used herein, "Term
                                         Advance B Closing Date" means the date when each of the conditions to effectiveness
                                         of the Fourth Amendment has been fulfilled to the satisfaction of Lender, and Lender
                                         has deposited the proceeds of the Term Advance B into Borrowers' deposit account maintained
                                         with Lender.



 


		1.15	Amortization
                                         of Term Advance B. Borrowers shall pay equal monthly principal reduction payments
                                         on the Term Advance B, each in the amount of $55,555.56. Each such principal payment
                                         shall be due and payable on the first day of each month commencing May 1, 2015 and continuing
                                         on the first day of each succeeding month. On the Term Advance B Maturity Date, Borrowers
                                         shall pay the entire remaining outstanding principal balance of the Term Advance B in
                                         full. Borrowers may prepay the Term Advance B at any time, in whole or in part, without
                                         penalty or premium, except as otherwise provided in Section 2.2(a). All principal amounts
                                         so repaid or prepaid may not be reborrowed. All prepayments shall be applied toward scheduled
                                         principal reductions payments owing under this Section 1.15 in inverse order of maturity.



 






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7.Amendments
to Sections 2.2(a) and (b). Sections 2.2(a) and (b) of the Agreement are hereby amended in their entirety as follows:


 


		(a)	Termination
                                         Fee. In the event this Agreement is terminated prior to April 29, 2016, Borrowers
                                         shall pay the Termination Fee to Lender; provided that if this Agreement, following
                                         Borrowers’ request and the consent of Lender (which consent shall not be unreasonably
                                         withheld), is transferred to an operating division of Lender other than the Capital Finance
                                         Group, the transfer will not be deemed a termination resulting in the payment of the
                                         Termination Fee; provided that Borrowers agree, at the time of transfer, to the
                                         payment of comparable fees in an amount not less than that set forth in this Agreement,
                                         and provided further than such transfer is not as a result of an Event
                                         of Default.



 


		(b)	Facility
                                         Fee. Borrowers shall pay the Facility Fee to Lender promptly upon the execution of
                                         Fourth Amendment and annually thereafter.



 


8.Amendment
to Section 2.2(g). Section 2.2(g) of the Agreement is hereby amended in its entirety as follows:


 


		(g)	Due
                                         Diligence Fee. Borrowers shall pay the Due Diligence Fee to Lender promptly upon
                                         the execution of the Fourth Amendment and annually thereafter.



 


9.Amendment
to Section 4.8. Section 4.8 of the Agreement is hereby amended in its entirety as follows:


 


		4.8	Provide
                                         the following financial information and statements in form and content acceptable to
                                         Lender, and such additional information as requested by Lender from time to time. Lender
                                         has the right to require Borrowers to deliver financial information and statements to
                                         Lender more frequently than otherwise provided below, and to use such additional information
                                         and statements to measure any applicable financial covenants in this Agreement.



 


		(a)	Within
                                         120 days of the fiscal year end, the annual financial statements of Parent, certified
                                         and dated by an authorized financial officer. These financial statements must be audited
                                         (with an opinion reasonably satisfactory to the Lender) by a Registered Public Accounting
                                         Firm of nationally recognized standing or a Certified Public Accountant reasonably acceptable
                                         to Lender. The statements shall be prepared on a consolidated basis.



 






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		(b)	Within
                                         50 days of the fiscal quarter end, the quarterly financial statements of Parent, certified
                                         and dated by an authorized financial officer. These financial statements may be unaudited
                                         but must be reviewed by a Registered Public Accounting Firm of nationally recognized
                                         standing or a Certified Public Accountant reasonably acceptable to Lender. The statements
                                         shall be prepared on a consolidated basis.



 


		(c)	No
                                         later than 30 days after the end of each fiscal month (including the last period in each
                                         fiscal year), monthly financial statements of Parent, certified and dated by an authorized
                                         financial officer. The statements shall be prepared on a consolidating and consolidated
                                         basis.



 


		(d)	Promptly,
                                         upon sending or receipt, copies of any management letters and correspondence relating
                                         to management letters, sent or received by any Borrower to or from Borrowers’ auditor.
                                         If no management letter is prepared, Borrowers shall, upon Lender’s request, obtain
                                         a letter from such auditor stating that no deficiencies were noted that would otherwise
                                         be addressed in a management letter.



 


		(e)	Electronic
                                         copies of the Form 10-K Annual Report, Form 10-Q Quarterly Report and Form 8-K Current
                                         Report for Parent concurrent with the date of filing with the Securities and Exchange
                                         Commission, as applicable.



 


		(f)	Consolidating
                                         and consolidated financial projections covering a time period acceptable to Lender and
                                         specifying the assumptions used in creating the projections. Annual consolidating and
                                         consolidated projections shall in any case be provided to Lender no later than 60 days
                                         following the beginning of each fiscal year.



 


		(g)	Within
                                         30 days of the end of each month, a compliance certificate of Borrowers, signed by an
                                         authorized financial officer and setting forth (i) the information and computations (in
                                         sufficient detail) to establish compliance with all financial covenants at the end of
                                         the period covered by the financial statements then being furnished and (ii) whether
                                         there existed as of the date of such financial statements and whether there exists as
                                         of the date of the certificate, any default under this Agreement and, if any such default
                                         exists, specifying the nature thereof and the action Borrowers are taking and propose
                                         to take with respect thereto.



 


		(h)	Within
                                         20 days after the last day of each calendar month, a borrowing base certificate, in form
                                         and substance satisfactory to Lender, setting forth Eligible Receivables and Receivable
                                         Amounts thereof as of the last day of the each calendar month.



 


		(i)	Within
                                         20 days after the last day of each calendar month, a detailed aging of each Borrower’s
                                         and Parent’s receivables by invoice or a summary aging by account debtor, together
                                         with payable aging, inventory analysis, cash receipts journal, sales journal, and such
                                         other matters as Lender may request.



 






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		(j)	Within
                                         30 days after the last day of each calendar month, a deferred revenue schedule.



 


		(j)	Promptly
                                         upon Lender’s request, such other books, records, statements, lists of property
                                         and accounts, budgets, forecasts or reports as to each Borrower and as to each Guarantor
                                         as Lender may request.



 


10.Amendments
to Section 4.12. Section 4.12 of the Agreement is hereby amended in its entirety as follows:


 


		4.12	Maintain
Borrowers’ combined financial condition as follows in accordance with GAAP, with compliance determined commencing with Borrowers’
financial statements for the period ended April 30, 2015:



 


		(a)	Consolidated
                                         unrestricted cash balances at Lender at all times in an amount not less than $1,000,000,
                                         tested as at the end of each month.



 


		(b)	Adjusted
                                         EBITDA not at any time less than the amount set forth in the table below opposite the
                                         applicable fiscal quarter:



 


	Fiscal
    Quarter Ending	 	Minimum
    Quarterly 

Adjusted EBITDA
	June
    30, 2015	 	$0
    for the fiscal quarter ending on such date
	September
    30, 2015	 	$500,000
    for the six fiscal month period ending on such date
	December
    31, 2015	 	$1,000,000
    for the six fiscal month period ending on such date


 


11.Amendment
to Section 4.14. Section 4.14 of the Agreement is hereby amended in its entirety as follows:


 


		4.14	Not
                                         issue any Ownership Interests. Notwithstanding the foregoing, except with respect to
                                         any Restricted Payments, the Parent shall not be prohibited from issuing any Ownership
                                         Interests.



 


12.Amendment
to Section 7.1. A new clause (o) is hereby added to Section 7.1 of the Agreement immediately following clause (n) thereof,
as follows:


 


		(o)	Failure
                                         to Agree Upon Covenants. Any covenant in Section 4.12 becomes inapplicable
                                         due to the lapse of time, and Borrowers and Lender fail to come to an agreement acceptable
                                         to Lender in Lender's sole discretion to amend the covenant to apply to future periods;
                                         provided that no Event of Default shall occur under this clause (o) if Lender
                                         and Borrower have used commercially reasonably best efforts to establish covenants for
                                         Section 4.12 for the fiscal quarter ending March 31 of each year by January 31 of such
                                         year, and covenants for Section 4.12 for the full year by March 31 of such year.



 






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13.Amendments
to Section 12.1.


 


(a)The
following definitions set forth in Section 12.1 of the Agreement are hereby amended in their entirety as follows:


 


“Account
Balance” means at any time the aggregate of the Revolving Advances outstanding as reflected on the records maintained
by Lender, together with any past due Finance Charges thereon.


 


“Advance”
means a Revolving Advance, the Term Advance, or the Term Advance B, as the context requires, and “Advances” means
all Revolving Advances, the Term Advance, and the Term Advance B.


 


“Credit
Limit” means $10,000,000, which is intended to be the maximum amount of Revolving Advances that may be outstanding
at any time.


 


“Finance
Charge” means for each Monthly Period an interest amount equal to the sum of (a) the Finance Charge Percentage of
the average daily Account Balance outstanding during such Monthly Period, plus (b) the Finance Charge Percentage of the average
principal balance of the Term Advance outstanding during such period, plus (c) the Finance Charge Percentage of the average
principal balance of the Term Advance B outstanding during such period.


 


“Finance
Charge Percentage” means (a) with respect to Revolving Advances, a rate per year equal to the Prime Rate plus 2.00
percentage points plus an additional 5.00 percentage points during any period that an Event of Default has occurred and is continuing,
and (b) with respect to the Term Advance and the Term Advance B, a rate per year equal to the Prime Rate plus 2.00 percentage
points plus an additional 5.00 percentage points during any period that an Event of Default has occurred and is continuing.


 


“Guarantor(s)”
means, individually or collectively as the context requires, every Person who now or hereafter executes a guaranty in favor of
Lender with respect to the Obligations.


 


“Permitted
Investments” means Investments by any Borrower in any other Borrower or any subsidiary of any Borrower; provided
that Investments in Sysorex Arabia LLC, a Saudi Arabia company, and a subsidiary of Parent, shall not exceed an aggregate
amount in excess of US$250,000 in any fiscal year.


 


“Revolving
Advances Maturity Date” means April 29, 2017 or such earlier date as Lender shall have declared the Obligations
immediately due and payable pursuant to Section 7.2.


 


“Termination
Fee” means a payment equal to 1.0% of the Term Loan B Commitment.


 






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(b)The
following new definitions are hereby added to Section 12.1 of the Agreement in alphabetical order:


 


“Fourth
Amendment” means that certain Amendment Number Four to Business Financing Agreement, dated as of April 29, 2015,
among Borrowers and Lender, amending this Aggreement.


 


“Term
Advance B” has the meaning given to such term in Section 1.14 of this Agreement.


 


“Term
Advance B Closing Date” has the meaning given to such term in Section 1.14 of this Agreement.


 


“Term
Advance B Commitment” means $2,000,000.


 


“Term
Advance B Maturity Date” means April 29, 2018 or such earlier date as Lender shall have declared the Obligations
immediately due and payable pursuant to Section 7.2.


 


14.Replacement
Exhibit A. Exhibit A attached to the Agreement is hereby replaced with Exhibit A attached to this Amendment.


 


15.Conditions
Precedent to Effectiveness of Amendment. The effectiveness of this Amendment are subject to and contingent upon
the fulfillment of each and every one of the following conditions to the satisfaction of Lender:


 


(a)Lender
shall have received this Amendment, duly executed by Borrowers;


 


(b)Lender
shall have received Corporate Resolutions to Borrow from each Borrower, duly executed by the applicable officers of such Borrower;


 


(c)Lender
shall have received payment of a Term Advance B loan fee in the amount of $10,000, which fee shall be fully-earned and non-refundable;


 


(d)Lender
shall have received payment of the $25,000 Facility Fee, which fee shall be fully-earned and non-refundable;


 


(e)Lender
shall have received payment of the $500 Due Diligence Fee, which fee shall be fully-earned and non-refundable;


 


(f)No
Event of Default or Default shall have occurred and be continuing; and


 


(g)All
of the representations and warranties set forth herein and in the Agreement shall be true, complete and accurate in all respects
as of the date hereof (except for representations and warranties which are expressly stated to be true and correct as of the date
of the Agreement).


 


16.Representations
and Warranties. In order to induce Lender to enter into this Amendment, each Borrower hereby represents and warrants to
Lender that:


 


(a)No
Event of Default or Default is continuing;


 


(b)All
of the representations and warranties set forth in the Agreement and in the Agreement are true, complete and accurate in all respects
(except for representations and warranties which are expressly stated to be true and correct as of the date of the Agreement);
and


 


(c)This
Amendment has been duly executed and delivered by Borrowers, and the Agreement continues to constitute the legal, valid and binding
agreements and obligations of Borrowers, enforceable in accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, and similar laws and equitable principles affecting the enforcement of creditors’ rights generally.


 






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17.Counterparts;
Telefacsimile Execution. This Amendment may be executed in any number of counterparts and by different parties
on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when
taken together, shall constitute but one and the same Amendment. Delivery of an executed counterpart of this Amendment by telefacsimile
shall be equally as effective as delivery of a manually executed counterpart of this Amendment. Any party delivering an executed
counterpart of this Amendment by telefacsimile also shall deliver a manually executed counterpart of this Amendment but the failure
to deliver a manually executed counterpart shall not affect the validity, enforceability, and binding effect of this Amendment.


 


18.Integration.
The Agreement as amended by this Amendment constitutes the entire agreement and understanding between the parties hereto with
respect to the subject matter hereof and thereof, and supersedes any and all prior agreements and understandings, oral or written,
relating to the subject matter hereof and thereof.


 


19.No
Waiver. The execution of this Amendment and the acceptance of all other agreements and instruments related hereto shall
not be deemed to be a waiver of any Default or Event of Default, whether or not known to Lender and whether or not existing on
the date of this Amendment.


 


20.Release.


 


(a)Each
Borrower hereby absolutely and unconditionally releases and forever discharges Lender, and any and all participants, parent corporations,
subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of
the present and former directors, officers, agents and employees of any of the foregoing, from any and all claims, demands or
causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state
or federal law or otherwise, which such Borrower has had, now has or has made claim to have against any such person for or by
reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of
this Amendment, whether such claims, demands and causes of action are matured or unmatured or known or unknown. Each Borrower
certifies that it has read the following provisions of California Civil Code Section 1542:


 


A
general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time
of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.


 


(b)Each
Borrower understands and acknowledges that the significance and consequence of this waiver of California Civil Code Section 1542
is that even if it should eventually suffer additional damages arising out of the facts referred to above, it will not be able
to make any claim for those damages. Furthermore, each Borrower acknowledges that it intends these consequences even as to claims
for damages that may exist as of the date of this release but which it does not know exist, and which, if known, would materially
affect its decision to execute this Agreement, regardless of whether its lack of knowledge is the result of ignorance, oversight,
error, negligence, or any other cause.


 


21.Reaffirmation
of the Agreement. The Agreement as amended hereby and all agreements, instruments and documents executed in connection
therewith (including without limitation, each Intellectual Property Security Agreement, each Collateral Pledge Agreement, and
all other agreements, instruments and documents previously executed by New Borrowers prior to the date of this Amendment) remain
in full force and effect.


 


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IN
WITNESS WHEREOF, the parties hereto have duly executed and delivered this Amendment as of the date first hereinabove written.


 


	 	LILIEN
    SYSTEMS,
	 	a
California corporation

	 	 	 
	 	By:	/s/
Nadir Ali

	 	Name:	Nadir
    Ali
	 	Title:
	Chairman
	 	 	 
	 	SYSOREX
    GOVERNMENT SERVICES, INC.,
	 	a
Virginia corporation

	 	 	 
	 	By:	/s/
    Wendy Loundermon
	 	Name:	Wendy
    Loundermon
	 	Title:
	President
    and Chief Financial Officer
	 	 	 
	 	SYSOREX
    FEDERAL, INC.,
	 	a
    Delaware corporation
	 	 	 
	 	By:	/s/
    Nadir Ali
	 	Name:	Nadir
    Ali
	 	Title:	President
	 	 	 
	 	SYSOREX
    GLOBAL HOLDINGS CORP.,
	 	a
    Nevada corporation
	 	 	 
	 	By:	/s/
    Nadir Ali
	 	Name:	Nadir
    Ali
	 	Title:	President
	 	 	 
	 	SHOOM,
    INC.,
	 	a
    California corporation
	 	 	 
	 	By:	/s/
    Nadir Ali
	 	Name:	Nadir
    Ali
	 	Title:	Director
	 	 	 
	 	AIRPATROL
    CORPORATION,
	 	a
    Nevada corporation
	 	 	 
	 	By:	/s/
    Nadir Ali
	 	Name:	Nadir
    Ali
	 	Title:	Director


 


[Signatures
continue on the following page].


 


Amendment
Number Four to Business Financing Agreement


 




    	 



    	 



    




	 	BRIDGE
    BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	/s/
    David Feiock
	 	Name:	David
    Feiock
	 	Title:	Vice
President



 


Amendment
Number Four to Business Financing Agreement


 




    	 



    	 



    

 


EXHIBIT
A


TO


AMENDMENT
NUMBER FOUR TO BUSINESS FINANCING AGREEMENT