Exhibit 10.39




EMPLOYMENT
AGREEMENT


 


This
EMPLOYMENT AGREEMENT (this “Agreement”) is made as of April 18, 2014 (the “Agreement Date”)
by and between AIRPATROL CORPORATION (the “Company”), and the undersigned individual (“Executive”),
with reference to the following facts:


 


A.            The
Company is a developer of platforms and tools for location-based mobile software applications.


 


B.            Executive
has extensive experience in the software field, and is presently employed by the Company.


 


C.            The
Company expects to complete a merger (“Merger”) with Sysorex Global Holdings Corp. (“Parent”)
whereby the Company will become a wholly-owned subsidiary (the date of closing of the Merger shall be referred to as the “Effective
Date”).


 


D.           The
Company desires to memorialize its employment relationship with Executive by entering into this Agreement, which shall become
effective as of the Effective Date.


 


NOW,
THEREFORE, the parties agree as follows:


 


1.             Employment.
The Company and Executive hereby agree that the employment relationship between the parties shall be on the terms and conditions
set forth in this Agreement.


 


2.             Duties.
Subject to the terms and provisions of this Agreement, Executive is employed by the Company as Chief Marketing Officer (“CMO”)
of the Company. Executive shall have full responsibility and authority for such duties as customarily are associated with service
as CMO of the Company at the direction of the Board of Directors of the Company, which shall at all times consist of executive
officers of Parent (the “Board”). Executive shall faithfully and diligently perform, on a full time basis,
such duties assigned to Executive and shall report directly to the Board.


 


3.             Scope
of Services. Executive shall devote substantially all of his business time, attention, energies, skills, learning and efforts
to the Company’s business.


 


4.            Term.
Subject to prior termination of this Agreement as hereinafter provided, the term of this Agreement shall continue until and unless
terminated as provided in this Agreement.


 


5.             Compensation.


 


5.1           Salary.
Executive’s annual compensation (“Base Compensation”) under this Agreement shall be USD $180,000 per
year, prorated for any partial year. The Base Compensation shall be payable semi-monthly in arrears in accordance with the ordinary
payroll procedures of the Company. Any increases in Base Compensation shall be in the sole and absolute discretion of the Board.


 






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5.2          Annual
Bonus. Executive will be eligible to participate in the Company’s bonus programs, applicable to Executive’s position,
which are based on Company and individual performance. Bonuses will generally be paid annually after the end of the fiscal period
to which they relate (and will in any event be paid within two and a half months after the end of the calendar year in which such
bonus was earned). Executive’s annual bonus target will be equal to USD $30,000, and Executive will earn that bonus (less
all applicable deductions and withholdings) based on the achievement of Company and individual performance goals and objectives
that are mutually agreed upon by Executive and the Board on or before March 31 of each calendar year.


 


5.3           Participation
in Plans. Executive shall be eligible to participate in equity incentive plans established by Company or Parent for all of
its executive employees.


 


5.4          Expenses.
The Company shall reimburse Executive for:


 


(a)          all
reasonable business, entertainment and travel expenses actually incurred or paid by Executive in the performance of his services
on behalf of the Company, in accordance with the Company’s expense reimbursement policy as from time to time in effect;


 


(b)         reasonable
moving expenses if the Company requires the Executive to relocate, and as a result Executive must change his place of residence
to a place more than 50 miles away from his current place of residence (which expenses shall be appropriately documented by Executive);
and


 


(c)          if
the Company requires the Executive to relocate (in excess of 50 miles), and after relocation the Executive is terminated without
Cause pursuant to Section 7.1(b) and chooses to return to his original place of residence that he occupied immediately prior to
the originally required relocation, reasonable moving expenses incurred by Executive (which expenses shall be appropriately documented
by Executive).


 


All
reimbursements of costs and expenses provided for herein shall be made promptly following presentment by Executive of reasonable
documentation therefor, and in any event no later than March 15th of the calendar year next following the calendar
year in which the costs and expenses to be reimbursed are incurred.


 


5.5           Options.
Executive acknowledges that the options to purchase shares of the Company’s common stock issued to Executive as described
on Schedule A shall be cancelled on the Effective Date. On the Effective Date, the Executive shall be eligible to participate
in the Parent’s 2011 Equity Incentive Plan, and receive option grant(s) thereunder for the purchase common stock of Parent
(“Options” or “Option”) at the discretion of the Parent’s Board of Directors. Notwithstanding
the foregoing, within ten (10) business days following the Effective Date (if it occurs), Parent shall grant to Executive an initial
Option to purchase the number of shares of Company common stock as set forth on Schedule A at an exercise price per share
equal to the fair market value per share at the time of grant. Options granted to the Executive shall be controlled by the terms
and conditions set forth in a Notice of Grant and Stock Option Agreement approved by the Parent’s Board of Directors (“Option
Agreement”), which are attached hereto as Exhibit A.


 






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6.            Other
Rights and Benefits. Executive shall receive paid vacation time or paid time off per year per AirPatrol’s current vacation
plan, as well as such other rights and benefits, life insurance, sick pay and retirement plan participation, as are consistent
with similarly situated employees of the Company.


 


7.            Termination.
Executive’s employment may be terminated as follows:


 


7.1           Termination
by the Company or Executive. Either party may voluntarily terminate this Agreement with thirty (30) days prior written notice.


 


7.2           Termination
for Death. Executive’s employment shall terminate immediately upon Executive’s death.


 


7.3          Termination
Upon Disability. Executive’s employment shall terminate if Executive should become totally and permanently disabled.
For purposes of this Agreement, Executive shall be considered “totally and permanently disabled” if Executive is treated
as permanently “disabled” under any permanent disability insurance policy maintained by the Company and is entitled
to full benefits payable under such policy upon a total and permanent disability. In the event any such policy is either not in
force or the benefits are not available under such policy, then “total and permanent disability” shall mean the inability
of Executive, as a result of substance abuse, any mental, nervous or psychiatric disorder, or physical condition, injury or illness
to perform substantially all of his current duties on a full-time basis for a period of six (6) consecutive months, as determined
by a licensed physician selected by the Board.


 


7.4          Termination
by Company for “Cause.” The Company may terminate this Agreement for “Cause” upon three days’
written notice so long as the Company has given Executive written notice describing the Cause and Executive has not cured such
Cause within a reasonable time, but no less than 30 days. For purposes of this Agreement, “Cause” shall mean
the existence or occurrence of any of the following:


 


(a)          Executive’s
conviction for or pleading of nolo contendre to any felony involving the Company or involving moral turpitude.


 


(b)          Executive’s
misappropriation of material Company assets.


 


(c)          Executive’s
willful violation of a Company lawful policy or a lawful directive of the Board previously delivered to him in writing.


 


(d)          Executive’s
material breach of his obligations set forth in Sections 11, 12, or 13 below.


 


(e)          Any
willful neglect or material breach of duty by Executive under this Agreement, or any material failure by Executive to perform
duties as an officer of the Company or under this Agreement, including the duties set forth in Section 2.


 






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7.5          Termination
by Executive with “Good Reason.” Executive may terminate this Agreement with “Good Reason” within
90 days following the occurrence of any of the following events without Executive’s prior written consent:


 


(a)          a
material reduction in Executive’s responsibilities, duties and/or authority, including, without limitation, his ceasing
to be the Chief Executive Officer of the Company or his ceasing to report to the Board (provided, however, that any such reduction
or cessation will not constitute “Good Reason” in the context of a Change in Control if the Company’s business
within the acquiring entity is run as an independent or separate operating unit or subsidiary, Executive’s responsibilities,
duties and/or authority with respect to the Company’s business within such operating unit or subsidiary do not materially
change from those held by Executive prior to the Change in Control and Executive reports to a senior level executive of the acquiring
entity);


 


(b)          a
reduction in Executive’s level of cash compensation (including Base Compensation and target bonus) by more than fifteen
percent (15%);


 


(c)          a
relocation of the Company’s principal office in which Executive works by more than fifty (50) miles from the Executive’s
insert initial place of work that increases Executive’s commute time from his principal residence; or


 


(d)          a
material breach by the Company of this Agreement;


 


provided
that, in any such case, both (x) Executive provides written notice to the Board of the condition claimed to constitute grounds
for Good Reason within sixty (60) days of the initial existence of such condition and (y) the Company fails to remedy such condition
within thirty (30) days of receiving such notice


 


7.6          Payment
of Accrued Obligations. If the Executive’s employment terminates for any reason, Executive shall receive from the Company
(a) any earned but unpaid Base Compensation through the date of termination and any earned but unpaid annual bonus for any year
prior to the year in which the date of termination occurs, (b) reimbursement for any unreimbursed expenses properly incurred in
accordance with Section 5.4 through the date of termination, (c) payment for any accrued but unused vacation time through the
date of termination and (d) such vested accrued benefits, and other benefits and/or payments, if any, as to which the Executive
(and his eligible dependents) may be entitled under, and in accordance with the terms and conditions of, the employee benefit
arrangements, plans and programs of the Company or Parent as of the date of termination (collectively, the “Accrued Obligations”).


 


8.             Severance.
If either (a) Executive’s employment with the Company is terminated by the Company, Parent or any of their affiliates without
“Cause”, (b) Executive’s employment with the Company is terminated by Executive with Good Reason, or (c) Executive’s
employment is not assumed upon a Change in Control, Company then, in addition to the Company’s payment of the Accrued Obligations
to Executive, the Company shall pay Executive, three (3) months of Executive’s Base Compensation less all appropriate federal
and state income and employment taxes on the effective date of such termination or of such Change in Control. If the Executive’s
employment is terminated by Executive (other than for Good Reason), is terminated by the Company for Cause, death or disability
of Executive, Executive shall not be entitled to any severance pay or other benefits, except for the Accrued Obligations and as
otherwise mandated by law.


 






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For
purposes of this Agreement, a “Change in Control” means the occurrence of any of the following
events:


 


(i)           The
approval by the stockholders of Parent or the Company (as applicable, the “Subject Entity”) of any of the following
(or the occurrence of any of the following if stockholder approval for such event is not required or otherwise obtained in the
circumstances):


 


(A)        any
consolidation, merger, plan of share exchange, or other reorganization involving the Subject Entity (each, a “Merger”),
unless (1) as a result of such Merger at least fifty percent (50%) of the outstanding securities voting generally in the election
of directors of the surviving or resulting entity or a parent thereof (the “Successor Entity”) immediately
after the Merger are, or will be, owned, directly or indirectly, in substantially the same proportions, by stockholders of the
Subject Entity immediately before the Merger, and (2) no Person (as defined below) beneficially owns, directly or indirectly,
more than fifty percent (50%) of the outstanding shares of the combined voting power or the outstanding voting securities of the
Successor Entity, and (3) more than fifty percent (50%) of the members of the board of directors of the Successor Entity were
members of the board of directors of the Subject Entity at the time the Merger was approved by the Subject Entity;


 


(B)         any
sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all,
the assets of the Subject Entity; or


 


(C)         the
adoption of any plan or proposal for the liquidation or dissolution of the Subject Entity (other than the liquidation or dissolution
of the Company in connection with which the Parent employs Executive directly and assumes all of the obligations of the Company
under this Agreement.


 


For
purposes of this Agreement, the term “Person” shall mean and include any individual, corporation, partnership,
group, association or other “person”, as such term is used in Section 14 (d) of the Exchange Act, other than the Company
or any employee benefit plan(s) sponsored by the Company.


 


9.             Representations
and Warranties. Executive hereby represents and warrants to Company that as of the date of execution of this Agreement: (i)
this Agreement will not cause or require Executive to breach any obligation to, or agreement or confidence with, any other person;
and (ii) Executive has not been induced to enter into this Agreement by any promise or representation other than as expressly
set forth in this Agreement.


 


10.           Confidentiality.
Executive hereby acknowledges that the Company has made and the Parent and Company will make available to Executive certain customer
lists, product design information, performance standards and other confidential and/or proprietary information of the Parent and
Company or licensed to the Parent and Company, including without limitation trade secrets, copyrighted materials and/or financial
information of the Parent and/or Company (or any of its Affiliates), including without limitation, financial statements, reports
and data (collectively, the “Confidential Material”); however, Confidential Material does not include any of
the foregoing items which has become publicly known or made generally available through no wrongful act of Executive or of others
who were under confidentiality obligations as to the item or items involved. Except as necessary or reasonably desirable to or
in connection with Executive’s obligations under this Agreement, neither Executive nor any agent, employee, officer, or
independent contractor of or retained by Executive shall make any disclosure of this Agreement, the terms of this Agreement, or
any of the Confidential Material. Except as necessary or reasonably desirable to or in connection with Executive’s obligations
under this Agreement, neither Executive nor any agent, employee, officer, or independent contractor of or retained by Executive
shall make any duplication or other copy of any of the Confidential Material. Immediately upon request from the Parent, Executive
shall return to the Parent all Confidential Material. Executive shall notify each person to whom any disclosure is made that such
disclosure is made in confidence, that the Confidential Material shall be kept in confidence by such person. Nothing contained
in this Section 11 shall be construed as preventing Executive from providing Confidential Material in compliance with a valid
court order issued by a court of competent jurisdiction, providing Executive takes reasonable steps to prevent dissemination of
such Confidential Material.


 






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11.           Proprietary
Information. For purposes of this Agreement, “Proprietary Information” shall mean any information, observation,
data, written material, record, document, software, firmware, invention, discovery, improvement, development, tool, machine, apparatus,
appliance, design, promotional idea, customer list, practice, process, formula, method, technique, trade secret, product and/or
research related to the actual or anticipated research, marketing strategies, pricing information, business records, development,
products, organization, business or finances of the Parent or Company. Proprietary Information shall not include information in
the public domain as of execution of this Agreement except through any act or omission of Executive. All right, title and interest
of every kind and nature whatsoever in and to the Proprietary Information made, discussed, developed, secured, obtained or learned
by Executive during the term of this Agreement shall be the sole and exclusive property of the Parent and Company, as applicable,
for any purposes or uses whatsoever, and shall be disclosed promptly by Executive to the Parent and Company (as applicable). The
covenants set forth in the preceding sentence shall apply regardless of whether any Proprietary Information is made, discovered,
developed, secured, obtained or learned (a) solely or jointly with others, (b) during the usual hours of work or otherwise, (c)
at the request and upon the suggestion of the Parent or Company or otherwise, or (d) with the Company’s materials, tools,
instruments or on the Company’s premises or otherwise. All Proprietary Information developed, created, invented, devised,
conceived or discovered by Executive that is subject to copyright protection is explicitly considered by Executive and the Company
to be works made for hire to the extent permitted by law. Executive hereby forever fully releases and discharges the Parent, the
Company, and their respective officers, directors and employees, from and against any and all claims, demands, damages, liabilities,
costs and expenses of Executive arising out of, or relating to, Executive’s rights in any Proprietary Information. Executive
shall (at the Company’s expense) execute any documents and take any action the Company may reasonably deem necessary or
appropriate to effectuate the provisions of this Agreement, including without limitation assisting the Company in obtaining and/or
maintaining patents, copyrights or similar rights to any Proprietary Information assigned to the Company, if the Company, in its
sole discretion, reasonably requests such assistance. Executive shall comply with any reasonable rules established from time to
time by the Parent and Company for the protection of the confidentiality of any Proprietary Information. Executive irrevocably
appoints the President of the Company to act as Executive’s agent and attorney-in-fact to perform all acts necessary to
obtain and/or maintain patents, copyrights and similar rights to any Proprietary Information assigned by Executive to the Company
under this Agreement if (a) Executive refuses to perform those acts, or (b) is unavailable, within the meaning of any applicable
laws. Executive acknowledges that the grant of the foregoing power of attorney is coupled with an interest and shall survive the
death or disability of Executive. Executive shall promptly disclose to the Parent and Company, in confidence (a) all Proprietary
Information that Executive creates during the term of this Agreement, and (b) all patent applications, copyright registrations
or similar rights filed or applied for by Executive within six months after termination of this Agreement. Any application for
a patent, copyright registration or similar right filed by Executive within six months after termination of this Agreement shall
be presumed to relate to Proprietary Information created by Executive during the term of this Agreement, unless Executive can
prove otherwise. Nothing contained in this Agreement shall be construed to preclude the Company from exercising all of its rights
and privileges as sole and exclusive owner of all of the Proprietary Information owned by or assigned to the Company under this
Agreement. The Company, in exercising such rights and privileges with respect to any particular item of Proprietary Information,
may decide not to file any patent application or any copyright registration on such Proprietary Information, may decide to maintain
such Proprietary Information as secret and confidential, or may decide to abandon such Proprietary Information or dedicate it
to the public. Executive shall have no authority to exercise any rights or privileges with respect to the Proprietary Information
owned by or assigned to the Company under this Agreement.


 






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Notwithstanding
anything herein to the contrary, and in accordance with California Labor Code Section 2870, no assignment of rights hereunder
shall apply to an invention that the Executive developed entirely on his own time without using the Company’s equipment,
supplies, facilities, or trade secret information except for those inventions that either:


 


(a)
          Relate at the time of conception or reduction to practice of the invention to the Company’s business, or actual or demonstrably
anticipated research or development of the Company; or


 


(b)
          Result from any work performed by the Executive for the Company.


 


12.           Business
Opportunities. During the term of this Agreement, if Executive (or any agent, employee, officer or independent contractor
of or retained by Executive) develops, creates, invests in, devises, conceives or discovers, any project, investment, venture,
business or other opportunity (any of the preceding, an “Opportunity”) that is similar to, competitive with
or related to the Company’s products, then Executive shall so notify the Company promptly in writing of such Opportunity
and shall use Executive’s good-faith efforts to cause the Company to have the opportunity to invest in, participate in or
otherwise become affiliated with such Opportunity.


 


13.           Miscellaneous.


 


13.1         Section
Headings. The section headings or captions in this Agreement are for convenience of reference only and do not form a part
hereof, and do not in any way modify, interpret or construe the intent of the parties or affect any of the provisions of this
Agreement.


 






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13.2         Survival.
The obligations and rights imposed upon the parties hereto by the provisions of this Agreement which relate to acts or events
subsequent to the termination of this Agreement shall survive the termination of this Agreement and shall remain fully effective
thereafter, including without limitation the obligations of Executive with to any Confidential Material under Section 11.


 


13.3         Arbitration.


 


(a)          Any
claim, dispute or other controversy (a “Controversy”) relating to this Agreement shall be settled and resolved
by binding arbitration in Santa Clara County, California before a single arbitrator under the Employment Rules of the American
Arbitration Association (“AAA”) in effect at the time a demand for arbitration is made. If there is any conflict
between the AAA rules and this arbitration clause, this arbitration clause will govern and determine the rights of the parties.
The Parties to this Agreement (the “Parties”) shall be entitled to full discovery regarding the Controversy
as permitted by the California Code of Civil Procedure. The arbitrator’s decision on the Controversy shall be a final and
binding determination of the Controversy and shall be fully enforceable as an arbitration award in any court having jurisdiction
and venue over the Parties. The arbitrator shall also award the prevailing Party any reasonable attorneys’ fees and reasonable
expenses the prevailing Party incurs in connection with the arbitration, and the non-prevailing Party shall pay the arbitrator’s
fees and expenses. The arbitrator shall determine who is the prevailing Party. Each Party also agrees to accept service of process
for all arbitration proceedings in accordance with AAA’s rules.


 


(b)         The
obligation to arbitrate shall not be binding upon either party with respect to requests for temporary restraining orders, preliminary
injunctions or other procedures in a court of competent jurisdiction to obtain interim relief when deemed necessary by such court
to preserve the status quo or prevent irreparable injury pending resolution by arbitration of the actual dispute between the Parties.


 


(c)         The
provisions of this Section shall be construed as independent of any other covenant or provision of this Agreement; provided that,
if a court of competent jurisdiction determines that any such provisions are unlawful in any way, such court shall modify or interpret
such provisions to the minimum extent necessary to have them comply with the law.


 


(d)         This
arbitration provision shall be deemed to be self-executing and shall remain in full force and effect after expiration or termination
of this Agreement. In the event either party fails to appear at any properly noticed arbitration proceeding, an award may be entered
against such party by default or otherwise notwithstanding said failure to appear.


 


13.4         Severability.
Should any one or more of the provisions of this Agreement be determined to be illegal or unenforceable in any relevant jurisdiction,
then such illegal or unenforceable provision shall be modified by the proper court, if possible, but only to the extent necessary
to make such provision enforceable, and such modified provision and all other provisions of this Agreement shall be given effect
separately from the provision or portion thereof determined to be illegal or unenforceable and shall not be affected thereby;
provided that, any such modification shall apply only with respect to the operation of this Agreement in the particular
jurisdiction in which such determination of illegality or unenforceability is made.


 






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13.5         Waiver.
The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of any such provision,
nor prevent such party thereafter from enforcing such provision or any other provision of this Agreement. The rights granted both
parties herein are cumulative and the election of one shall not constitute a waiver of such party’s right to assert all
other legal remedies available under the circumstances.


 


13.6         Parties
in Interest. Nothing in this Agreement, except as expressly set forth herein, is intended to confer any rights or remedies
under or by reason of this Agreement on any persons other than the parties to this Agreement and the successors, assigns and affiliates
of the Company, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third person
to any party to this Agreement, nor shall any provision give any third person any right of action over or against any party to
this Agreement.


 


13.7         Assignment.
The rights and obligations under this Agreement shall be binding upon, and inure to the benefit of, the heirs, executors, successors
and assigns of Executive and the Company. Except as specifically provided in this Section 14, neither the Company nor Executive
may assign this Agreement or delegate their respective responsibilities under this Agreement without the consent of the other
party hereto. Upon any Change in Control, the successor entity to the Subject Entity shall assume all of the obligations of the
Company under this Agreement. No assignment of this Agreement by the Company shall relieve the Company of, and the Company shall
remain obligated to perform, its duties and obligations under this Agreement, including, without limitation, payment of the Base
Compensation set forth in Section 5, above.


 


13.8         Attorneys’
Fees. In the event of any Controversy, suit, action or arbitration to enforce any of the terms or provisions of this Agreement,
the prevailing party shall be entitled to its reasonable attorneys’ fees and costs. The foregoing entitlement shall also
include attorneys’ fees and costs of the prevailing party on any appeal of a judgment and for any action to enforce a judgment.


 


13.9         Modification.
This Agreement may be modified only by a contract in writing executed by the party(ies) to this Agreement against whom enforcement
of such modification is sought.


 


13.10       Prior
Understandings. This Agreement contains the entire agreement between the parties to this Agreement with respect to the subject
matter of this Agreement, is intended as a final expression of such parties’ agreement with respect to such terms as are
included in this Agreement, is intended as a complete and exclusive statement of the terms of such agreement, and supersedes all
negotiations, stipulations, understandings, agreements, representations and warranties, if any, with respect to such subject matter,
which precede or accompany the execution of this Agreement.


 






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13.11       Interpretation.
Whenever the context so requires in this Agreement, all words used in the singular shall be construed to have been used in the
plural (and vice versa), each gender shall be construed to include any other genders, and the word “person” shall
be construed to include a natural person, a corporation, a firm, a partnership, a joint venture, a trust, an estate or any other
entity.


 


13.12       Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.


 


13.13       Applicable
Law. This Agreement and the rights and obligations of the parties hereunder shall be construed under, and governed by, the
laws of the State of California without giving effect to conflict of laws provisions.


 


13.14       Drafting
Ambiguities. Each party to this Agreement has reviewed and revised this Agreement. Each party to this Agreement has had the
opportunity to have such party’s legal counsel review and revise this Agreement. The rule of construction that any ambiguities
are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or of any amendments
or exhibits to this Agreement.


 


13.15       Section
409A. It is intended that any amounts payable under this Agreement shall either be exempt from or comply with Section 409A
of the U.S. Internal Revenue Code (including the Treasury regulations and other published guidance relating thereto) (“Code
Section 409A”) so as not to subject Executive to payment of any additional tax, penalty or interest imposed under Code
Section 409A. The provisions of this Agreement shall be construed and interpreted to avoid the imputation of any such additional
tax, penalty or interest under Code Section 409A yet preserve (to the nearest extent reasonably possible) the intended benefit
payable to Executive. If Executive is a “specified employee” as of the date of Executive’s “separation
from service” (as such terms are defined for purposes of Code Section 409A), Executive shall not be entitled to any payment
pursuant to Section 8 hereof until the earlier of (i) the date which is six months after Executive’s separation from service
for any reason other than death, or (ii) the date of Executive’s death, provided that this sentence shall only apply if,
and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Code Section 409A. Any amounts
otherwise payable to Executive upon or in the six-month period following Executive’s separation from service that are not
so paid by reason of the preceding sentence shall be paid as soon as practicable (and in all events within thirty days) after
the date that is six months after Executive’s separation from service (or, if earlier, as soon as practicable, and in all
events within thirty days, after the date of Executive’s death). To the extent that any reimbursements pursuant to Section
5.4 hereof are taxable to Executive, any reimbursement payment shall be paid to Executive on or before the last day of Executive’s
taxable year following the taxable year in which the related expense was incurred. The reimbursements pursuant to such provision
are not subject to liquidation or exchange for another benefit and the amount of such reimbursements that Executive receives in
one taxable year shall not affect the amount of such benefits or reimbursements that Executive receives in any other taxable year.


 


[Signature
Page Follows]


 






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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.


 





	 	THE
    COMPANY:
	 	 
	 	AIRPATROL
    CORPORATION
	 	 	 
	 	By:	/s/ Cleve
    Adams
	 	Name:	Cleve
    Adams
	 	Title:	CEO
	 	 	 
	 	PARENT:
	 	 	 
	 	SYSOREX
    GLOBAL HOLDINGS CORP.
	 	 	 
	 	By:	/s/ Nadir
    Ali
	 	Name:	Nadir
    Ali
	 	Title:	CEO
	 	 	 
	 	EXECUTIVE:



	 	 	 
	 	/s/ Sage Osterfeld
	 	Signature



	 	 
	 	Sage
Osterfeld
	 	Printed Name







  






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EXHIBIT
A


 


2011
STOCK INCENTIVE PLAN


 


 


Employment
Agreement – Sage Osterfeld