Exhibit 10.4


 





PRE-FUNDING
AND POST-CLOSING AGREEMENT


 


PRE-FUNDING
AND POST-CLOSING AGREEMENT (“Agreement”), dated as of November 14, 2016, with respect to the Loan and
Security Agreement, of even date herewith (“Loan Agreement”) and the other documents and instruments
relating thereto (collectively, the “Loan Documents”), between GEMCAP LENDING I, LLC, a Delaware limited
liability company (together with its successors and assigns, “Lender”) and SYSOREX GLOBAL, a Nevada
corporation (“SG”), SYSOREX USA, a California corporation (“SUSA”), and SYSOREX
GOVERNMENT SERVICES, INC., a Virginia corporation (“SGS” and together with SUSA and SG, jointly and
severally the “Borrower”). Capitalized terms used but not defined herein have the meanings given to them
in the Loan Agreement.


 


RECITALS


 


WHEREAS,
the Borrower and Lender have executed and delivered the Loan Agreement and the Borrower has executed (or cause to be executed
if Borrower is not an executing party) and delivered the Loan Agreement Schedule and the Note; and


 


WHEREAS,
prior to the funding of the Loans in accordance with the Loan Agreement, Borrower must execute and deliver to Lender, the Pre-Funding
Documents (defined herein); and


 


WHEREAS,
to facilitate the closing of the transactions contemplated by the Loan Documents after the execution and delivery to Lender of
the Pre-Funding Documents, Lender has entered into the Loan Documents in reliance on Borrower’s undertakings to satisfy
the conditions set forth herein; and


 


WHEREAS,
Borrower has agreed to satisfy the conditions set forth herein within the time periods set forth herein.


 


NOW,
THEREFORE, the parties agree as follows:


 


1.           Pre-Funding
Requirements. In order for the Lender to fund the Loans in accordance with the Loan Agreement, Borrower must execute (or cause
to be executed if Borrower is not an executing party) and deliver to Lender, all in form and substance acceptable to Lender, the
following documents (collectively, the “Pre-Funding Documents”) with all such documents to be received by Lender
on or before November 28, 2016 (the “Pre-Funding Documents Delivery Date”):


 


		a.	Patent
                                         and Trademark Security Agreement;



		b.	Domain
                                         Name, URL and IP Address Assignment;



		c.	Borrower’s
                                         Disclosure Schedule;



		d.	Intercreditor
                                         Agreement;



		e.	Certificate
                                         of officer for each Borrower;



		f.	Opinion
                                         letter from counsel to Borrower (Mitchell Silberberg & Knupp LLP);



		g.	Payoff
                                         letter from Western Alliance Bank;



		h.	Payoff
                                         letters from secured creditors of Integrio Technologies, LLC and Emtec Federal, LLC (collectively,
                                         the “Integrio Entities”) with respect to the accounts receivable and
                                         other assets being purchased by Borrower (the “Integrio Assets”) from
                                         the Intergrio Entities (the “Integrio Asset Purchase”);



		i.	Documents
                                         evidencing the purchase of the Integrio Assets by Borrower from the Integrio Entities;



 




     


     


    

 


		j.	Either
                                         a (i) full release and termination of all liens held by Synnex Corporation (“Synnex”)
                                         against the assets of Borrower with respect to the assets, or (b) subordination agreement
                                         executed by Synnex, Borrower and Lender;



		k.	Insurance
                                         certificates and ACH agreements; and



		l.	Loan
                                         disbursement letter.



 


Notwithstanding
anything to the contrary contained in this Agreement, if the Pre-Funding Documents are not received by Lender prior to the expiration
of the Pre-Funding Documents Delivery Date, the Loan Agreement and other Loan Documents shall automatically terminate, provided
that Borrower shall be responsible to pay all of Lender’s out of pocket costs and expenses, including attorneys’ fees.


 


2.           Post
Funding Deliveries. On or before December 12, 2016, Borrower must execute (or cause to be executed if Borrower is not an executing
party) and deliver to Lender, all in form and substance acceptable to Lender, the following documents (the “Post-Funding
Documents”), with all such documents to be received by Lender on or before December 12, 2016 (the “Post Funding
Documents Delivery Date”):


 


		a.	Landlord
                                         Waiver and Access Agreements (with respect to the Borrower’s Premises); and
		b.	Deposit
                                         account control agreement; and
		c.	Such
                                         other documents as reasonably requested by Lender.



 


3.           Event
of Default; No Other Waiver; Counterparts. Borrower’s failure to timely deliver the Post- Funding Documents to Lender
prior to the expiration of the Post-Funding Delivery Date shall constitute an Event of Default under the Loan Agreement. Except
as expressly set forth herein, nothing contained herein shall act as a waiver or excuse of performance of any Obligations. This
Agreement may be executed in counterparts, including facsimile or electronic signature, each of which when so executed, shall
be deemed an original, but all of which shall constitute but one and the same instrument.


 


[SIGNATURE
PAGE FOLLOWS]


 




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IN
WITNESS WHEREOF, this Post-Closing Agreement has been duly executed as of the day and year first above written.


 


	 	BORROWER:
    
	 	 	 
	 	SYSOREX
    GLOBAL
	 	 	 
	 	By:  	/s/
    Nadir Ali
	 	Name:	Nadir
    Ali
	 	Title:  	CEO
	 	 	 
	 	SYSOREX
    USA
	 	 	 
	 	By:  	/s/
    Nadir Ali
	 	Name:	Nadir
    Ali
	 	Title:  	CEO
	 	 	 
	 	SYSOREX
    GOVERNMENT SERVICES, INC.
	 	 	 
	 	By:  	/s/
    Wendy Loundermon
	 	Name:	Wendy
    Loundermon
	 	Title:  	President
	 	 	 
	 	LENDER:
	 	 	 
	 	GEMCAP
    LENDING I, LLC
	 	 	 
	 	By:  	/s/
    David Ellis
	 	 	David
    Ellis, Co-President


 


[SIGNATURE
PAGE –PRE-FUNDING AND POST-CLOSING AGREEMENT]


 


 


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