Exhibit 10.2


 


 


 


December
10, 2016


 


STRICTLY
CONFIDENTIAL


 


Mr.
Nadir Ali


Chief
Executive Officer


Sysorex
Global Holdings Corp.


2479
E. Bayshore Road, Suite 195


Palo
Alto, CA 94303


 


 


Dear
Mr. Ali:


 


This
letter agreement (this “Agreement”) constitutes the agreement between Sysorex Global Holdings Corp.(the “Company”)
and Rodman & Renshaw, a unit of H.C. Wainwright & Co., LLC (“Rodman”), a broker-dealer registered with the
US Securities and Exchange Commission that is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”)
that Rodman shall serve as the exclusive agent, advisor or underwriter in any offering (each, an “Offering”)
of securities of the Company (“Securities”) during the Term (as defined below) of this Agreement. The terms
of each Offering and the Securities issued in connection therewith shall be mutually agreed upon by the Company and Rodman and
nothing herein implies that Rodman would have the power or authority to bind the Company and nothing herein implies that the Company
shall have an obligation to issue any Securities. It is understood that Rodman’s assistance in an Offering will be subject
to the satisfactory completion of such investigation and inquiry into the affairs of the Company as Rodman deems appropriate under
the circumstances and to the receipt of all internal approvals of Rodman in connection with the transaction. The Company expressly
acknowledges and agrees that Rodman’s involvement in an Offering is strictly on a reasonable best efforts basis and that
the consummation of an Offering will be subject to, among other things, market conditions. The execution of this Agreement does
not constitute a commitment by Rodman to purchase the Securities and does not ensure a successful Offering of the Securities or
the success of Rodman with respect to securing any other financing on behalf of the Company. Rodman may retain other brokers,
dealers, agents or underwriters on its behalf in connection with an Offering.


 


A.            Compensation;
Reimbursement. At the closing of each Offering (each, a “Closing”), the Company shall compensate Rodman
as follows:


 


1.            Cash
Fee. The Company shall pay to Rodman a cash fee, or as to an underwritten Offering an underwriter discount, equal to 7% of
the aggregate gross proceeds raised in each Offering. Additionally, Rodman shall receive a cash fee payable within 48 hours of
(but only in the event of) the receipt by the Company of any proceeds from the exercise of any warrants or options sold in each
Offering.


 


2.            Expense
Allowance. Out of the proceeds of each Closing, the Company also agrees to pay Rodman a non-accountable expense allowance
of $75,000 (provided, however, that such reimbursement amount in no way limits or impairs the indemnification and
contribution provisions of this Agreement).


 





 



430
Park Avenue | New York, New York 10022 | 212.356.0500


Security
services provided by H.C. Wainwright & Co., LLC | Member: FINRA/SIPC 


 






     


     


    

 


B.            Term and Termination of Engagement; Exclusivity. The term of Rodman’s exclusive engagement will begin on the date
hereof and end 14 days after the date hereof (the “Term”). Notwithstanding anything to the contrary contained
herein, the Company agrees that the provisions relating to the payment of fees, reimbursement of expenses, indemnification and
contribution, confidentiality, conflicts, independent contractor and waiver of the right to trial by jury will survive any termination
of this Agreement. During Rodman’s engagement hereunder: (i) the Company will not, and will not permit its representatives
to, other than in coordination with Rodman, contact or solicit institutions, corporations or other entities or individuals as
potential purchasers of the Securities and (ii) the Company will not pursue any financing transaction which would be in lieu of
a Offering. Furthermore, the Company agrees that during Rodman’s engagement hereunder, all inquiries, whether direct or
indirect, from prospective investors will be referred to Rodman and will be deemed to have been contacted by Rodman in connection
with an Offering.


 


C.            Information; Reliance. The Company shall furnish, or cause to be furnished, to Rodman all information requested by Rodman
for the purpose of rendering services hereunder (all such information being the “Information”). In addition,
the Company agrees to make available to Rodman upon request from time to time the officers, directors, accountants, counsel and
other advisors of the Company. The Company recognizes and confirms that Rodman (a) will use and rely on the Information, including
any documents provided to investors in each Offering (the “Offering Documents” which shall include any Purchase
Agreements (as defined below)), and on information available from generally recognized public sources in performing the services
contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy
or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of
any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Rodman or its representatives
to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken
by Rodman thereof, including any document included or incorporated by reference therein. At each Offering, at the request of Rodman,
the Company shall deliver such legal letters, comfort letters and officer’s certificates, all in form and substance satisfactory
to Rodman and its counsel as is customary for such Offering. Rodman shall be a third party beneficiary of any representations,
warranties, covenants and closing conditions made by the Company in any Offering Documents, including representations, warranties,
covenants and closing conditions made to any investor in an Offering.


 


D.            Related Agreements. At each Offering, the Company shall enter into the following additional agreements:


 


1.            Underwritten
Offering. If an Offering is an underwritten Offering, the Company and Rodman shall enter into a customary underwriting agreement
in form and substance satisfactory to Rodman and its counsel.


 


2.            Best
Efforts Offering. If an Offering is on a best efforts basis, the sale of Securities to the investors in the Offering will
be evidenced by a purchase agreement (“Purchase Agreement”) between the Company and such investors in a form
reasonably satisfactory to the Company and Rodman. Prior to the signing of any Purchase Agreement, officers of the Company with
responsibility for financial affairs will be available to answer inquiries from prospective investors.


 


3.            Escrow
and Settlement. In respect of each Offering, the Company and Rodman shall enter into an escrow agreement with a third party
escrow agent, which may also be Rodman’s clearing agent, pursuant to which Rodman’s compensation and expenses shall
be paid from the gross proceeds of the Securities sold. If the Offering is settled in whole or in part via delivery versus payment
(“DVP”), Rodman shall arrange for its clearing agent to provide the funds to facilitate such settlement. The Company
shall bear the cost of the escrow agent and shall reimburse Rodman for the actual out of pocket cost of such clearing agent settlement
and financing, if any.


 






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4.            FINRA
Amendments. Notwithstanding anything herein to the contrary, in the event that Rodman determines that any of the terms provided
for hereunder shall not comply with a FINRA rule, including but not limited to FINRA Rule 5110, then the Company shall agree to
amend this Agreement (or include such revisions in the final underwriting) in writing upon the request of Rodman to comply with
any such rules; provided that any such amendments shall not provide for terms that are less favorable to the Company.


 


E.            Confidentiality.
In the event of the consummation or public announcement of any Offering, Rodman shall have the right to disclose its participation
in such Offering, including, without limitation, the Offering at its cost of “tombstone” advertisements in financial
and other newspapers and journals.


 


F.             Indemnity.


 


1.            
In
connection with the Company’s engagement of Rodman as Offering agent, the Company hereby agrees to indemnify and hold harmless
Rodman and its affiliates, and the respective controlling persons, directors, officers, members, shareholders, agents and employees
of any of the foregoing (collectively the “Indemnified Persons”), from and against any and all claims, actions,
suits, proceedings (including those of shareholders), damages, liabilities and expenses incurred by any of them (including the
reasonable fees and expenses of counsel), as incurred, (collectively a “Claim”), that are (A) related to or
arise out of (i) any actions taken or omitted to be taken (including any untrue statements made or any statements omitted to be
made) by the Company, or (ii) any actions taken or omitted to be taken by any Indemnified Person in connection with the Company’s
engagement of Rodman, or (B) otherwise relate to or arise out of Rodman’s activities on the Company’s behalf under
Rodman’s engagement, and the Company shall reimburse any Indemnified Person for all expenses (including the reasonable fees
and expenses of counsel) as incurred by such Indemnified Person in connection with investigating, preparing or defending any such
claim, action, suit or proceeding, whether or not in connection with pending or threatened litigation in which any Indemnified
Person is a party. The Company will not, however, be responsible for any Claim that is finally judicially determined to have resulted
from the gross negligence or willful misconduct of any person seeking indemnification for such Claim. The Company further agrees
that no Indemnified Person shall have any liability to the Company for or in connection with the Company’s engagement of
Rodman except for any Claim incurred by the Company as a result of such Indemnified Person’s gross negligence or willful
misconduct.


 


2.            
The
Company further agrees that it will not, without the prior written consent of Rodman, settle, compromise or consent to the entry
of any judgment in any pending or threatened Claim in respect of which indemnification may be sought hereunder (whether or not
any Indemnified Person is an actual or potential party to such Claim), unless such settlement, compromise or consent includes
an unconditional, irrevocable release of each Indemnified Person from any and all liability arising out of such Claim.


 






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3.            
Promptly
upon receipt by an Indemnified Person of notice of any complaint or the assertion or institution of any Claim with respect to
which indemnification is being sought hereunder, such Indemnified Person shall notify the Company in writing of such complaint
or of such assertion or institution but failure to so notify the Company shall not relieve the Company from any obligation it
may have hereunder, except and only to the extent such failure results in the forfeiture by the Company of substantial rights
and defenses. If the Company so elects or is requested by such Indemnified Person, the Company will assume the defense of such
Claim, including the employment of counsel reasonably satisfactory to such Indemnified Person and the payment of the fees and
expenses of such counsel. In the event, however, that legal counsel to such Indemnified Person reasonably determines that having
common counsel would present such counsel with a conflict of interest or if the defendant in, or target of, any such Claim, includes
an Indemnified Person and the Company, and legal counsel to such Indemnified Person reasonably concludes that there may be legal
defenses available to it or other Indemnified Persons different from or in addition to those available to the Company, then such
Indemnified Person may employ its own separate counsel to represent or defend him, her or it in any such Claim and the Company
shall pay the reasonable fees and expenses of such counsel. Notwithstanding anything herein to the contrary, if the Company fails
timely or diligently to defend, contest, or otherwise protect against any Claim, the relevant Indemnified Party shall have the
right, but not the obligation, to defend, contest, compromise, settle, assert crossclaims, or counterclaims or otherwise protect
against the same, and shall be fully indemnified by the Company therefor, including without limitation, for the reasonable fees
and expenses of its counsel and all amounts paid as a result of such Claim or the compromise or settlement thereof. In addition,
with respect to any Claim in which the Company assumes the defense, the Indemnified Person shall have the right to participate
in such Claim and to retain his, her or its own counsel therefor at his, her or its own expense.


 


4.            
The
Company agrees that if any indemnity sought by an Indemnified Person hereunder is held by a court to be unavailable for any reason
then (whether or not Rodman is the Indemnified Person), the Company and Rodman shall contribute to the Claim for which such indemnity
is held unavailable in such proportion as is appropriate to reflect the relative benefits to the Company, on the one hand, and
Rodman on the other, in connection with Rodman’s engagement referred to above, subject to the limitation that in no event
shall the amount of Rodman’s contribution to such Claim exceed the amount of fees actually received by Rodman from the Company
pursuant to Rodman’s engagement. The Company hereby agrees that the relative benefits to the Company, on the one hand, and
Rodman on the other, with respect to Rodman’s engagement shall be deemed to be in the same proportion as (a) the total value
paid or proposed to be paid or received by the Company pursuant to the applicable Offering (whether or not consummated) for which
Rodman is engaged to render services bears to (b) the fee paid or proposed to be paid to Rodman in connection with such engagement.


 


5.            
The
Company’s indemnity, reimbursement and contribution obligations under this Agreement (a) shall be in addition to, and shall
in no way limit or otherwise adversely affect any rights that any Indemnified Party may have at law or at equity and (b) shall
be effective whether or not the Company is at fault in any way.


 


G.            Limitation of Engagement to the Company. The Company acknowledges that Rodman has been retained only by the Company, that
Rodman is providing services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the
Company’s engagement of Rodman is not deemed to be on behalf of, and is not intended to confer rights upon, any shareholder,
owner or partner of the Company or any other person not a party hereto as against Rodman or any of its affiliates, or any of its
or their respective officers, directors, controlling persons (within the meaning of Section 15 of the Securities Act or Section
20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), employees or agents. Unless otherwise
expressly agreed in writing by Rodman, no one other than the Company is authorized to rely upon this Agreement or any other statements
or conduct of Rodman, and no one other than the Company is intended to be a beneficiary of this Agreement. The Company acknowledges
that any recommendation or advice, written or oral, given by Rodman to the Company in connection with Rodman’s engagement
is intended solely for the benefit and use of the Company’s management and directors in considering a possible Offering,
and any such recommendation or advice is not on behalf of, and shall not confer any rights or remedies upon, any other person
or be used or relied upon for any other purpose. Rodman shall not have the authority to make any commitment binding on the Company.
The Company, in its sole discretion, shall have the right to reject any investor introduced to it by Rodman.


 






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H.            Limitation
of Rodman’s Liability to the Company. Rodman and the Company further agree that neither Rodman nor any of its affiliates
or any of its their respective officers, directors, controlling persons (within the meaning of Section 15 of the Securities Act
or Section 20 of the Exchange Act), employees or agents shall have any liability to the Company, its security holders or creditors,
or any person asserting claims on behalf of or in the right of the Company (whether direct or indirect, in contract, tort, for
an act of negligence or otherwise) for any losses, fees, damages, liabilities, costs, expenses or equitable relief arising out
of or relating to this Agreement or the services rendered hereunder, except for losses, fees, damages, liabilities, costs or expenses
that arise out of or are based on any action of or failure to act by Rodman and that are finally judicially determined to have
resulted solely from the gross negligence or willful misconduct of Rodman.


 


I.              Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable
to agreements made and to be fully performed therein. Any disputes that arise under this Agreement, even after the termination
of this Agreement, will be heard only in the state or federal courts located in the City of New York, State of New York. The parties
hereto expressly agree to submit themselves to the jurisdiction of the foregoing courts in the City of New York, State of New
York. The parties hereto expressly waive any rights they may have to contest the jurisdiction, venue or authority of any court
sitting in the City and State of New York. In the event Rodman or any Indemnified Person is successful in any action, or suit
against the Company, arising out of or relating to this Agreement, the final judgment or award entered shall be entitled to have
and recover from the Company the costs and expenses incurred in connection therewith, including its reasonable attorneys’
fees. Any rights to trial by jury with respect to any such action, proceeding or suit are hereby waived by Rodman and the Company.


 


J.             Notices.
All notices hereunder will be in writing and sent by certified mail, hand delivery, overnight delivery or fax, if sent to Rodman,
to Rodman & Renshaw at the address set forth on the first page hereof, e-mail: notices@hcwco.com, Attention: Head of Investment
Banking, and if sent to the Company, to the address set forth on the first page hereof, fax number __________________ Attention:
Chief Executive Officer. Notices sent by certified mail shall be deemed received five days thereafter, notices sent by hand delivery
or overnight delivery shall be deemed received on the date of the relevant written record of receipt, and notices delivered by
fax shall be deemed received as of the date and time printed thereon by the fax machine.


 


K.            Conflicts. The Company acknowledges that Rodman and its affiliates may have and may continue to have investment banking
and other relationships with parties other than the Company pursuant to which Rodman may acquire information of interest to the
Company. Rodman shall have no obligation to disclose such information to the Company or to use such information in connection
with any contemplated transaction.


 


L.            Anti-Money Laundering. To help the United States government fight the funding of terrorism and money laundering, the federal
laws of the United States requires all financial institutions to obtain, verify and record information that identifies each person
with whom they do business. This means we must ask you for certain identifying information, including a government-issued identification
number (e.g., a U.S. taxpayer identification number) and such other information or documents that we consider appropriate to verify
your identity, such as certified articles of incorporation, a government-issued business license, a partnership agreement or a
trust instrument.


 


M.           Miscellaneous. The Company represents and warrants that it has all requisite power and authority to enter into and carry
out the terms and provisions of this Agreement and the execution, delivery and performance of this Agreement does not breach or
conflict with any agreement, document or instrument to which it is a party or bound. This Agreement shall not be modified or amended
except in writing signed by Rodman and the Company. This Agreement shall be binding upon and inure to the benefit of both Rodman
and the Company and their respective assigns, successors, and legal representatives. This Agreement constitutes the entire agreement
of Rodman and the Company with respect to this Offering and supersedes any prior agreements with respect to the subject matter
hereof. If any provision of this Agreement is determined to be invalid or unenforceable in any respect, such determination will
not affect such provision in any other respect, and the remainder of the Agreement shall remain in full force and effect. This
Agreement may be executed in counterparts (including facsimile counterparts), each of which shall be deemed an original but all
of which together shall constitute one and the same instrument.


 


*********************


 






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In
acknowledgment that the foregoing correctly sets forth the understanding reached by Rodman and the Company, please sign in the
space provided below, whereupon this letter shall constitute a binding Agreement as of the date indicated above.


 


	 	Very
    truly yours,
	 	 	 
	 	RODMAN
    & RENSHAW

A UNIT OF H.C. WAINWRIGHT & CO., LLC
	 	 	 
	 	By	/s/
    Edward D. Silvera
	 	Name:	Edward
    D. Silvera
	 	Title:	COO


 


Accepted
and Agreed:


 


	SYSOREX
    GLOBAL HOLDINGS CORP.	 
	 	 	 
	By	/s/
    Nadir Ali	 
	Name:	Nadir
    Ali	 
	Title:	CEO	 




 


 


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