Exhibit
10.2


 


AMENDMENT
NUMBER FIVE TO BUSINESS FINANCING AGREEMENT


 


This
AMENDMENT NUMBER FIVE TO BUSINESS FINANCING AGREEMENT (this “Amendment”), dated as of October 7, 2015,
is entered into by and among WESTERN ALLIANCE BANK, an Arizona corporation, as successor in interest to 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.            Borrowers
and Lender 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, that certain Amendment Number Three to Business Financing Agreement and Waiver of Defaults, dated as of December
31, 2014, and that certain Amendment Number Four to Business Financing Agreement dated as of April 29, 2015 (as so amended, the
“Agreement”);


 


B.            Borrowers
have requested that Lender make certain other changes to the financial covenants set forth in the Agreement, and Lender has agreed
with such requests, subject to the terms and conditions set forth in this Amendment.


 


C.            All
Subordinated Debt has been repaid in full.


 


NOW,
THEREFORE, in consideration of the foregoing, the parties hereto hereby agree, effective as of September 30, 2015, 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.            Global
Amendment to Agreement. The Agreement is hereby amended to replace all references to Bridge Bank, N.A. or Bridge Bank,
National Association with Western Alliance Bank, an Arizona corporation, as successor in interest to Bridge Bank, National Association.            


 


3.            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 September 30,
2015:            




 


		(a)	Consolidated
                                         unrestricted cash balances at Lender at all times in an amount not less than $1,000,000,
                                         tested daily.



 




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



  


	 	Fiscal
    Quarter Ending	 	Minimum
    Adjusted EBITDA	 
	 	 	 	 	 
	 	September
    30, 2015	 	For
    the six fiscal month period ending on such date, -$1,500,000.	 
	 	 	 	 	 
	 	December
    31, 2015	 	For
    the six fiscal month period ending on such date, -$1,000,000.	 


 


 


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


 


5.            Conditions
Precedent to Effectiveness of Amendment. The effectiveness of this Amendment is 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 payment of a $5,000 modification fee, which fee shall be fully-earned and non-refundable;


 


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


 


(d)            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).


 


6.            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.


 


7.            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.


 




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8.            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.


 


9.            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.


 


10.          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.


 


11.          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/
    Nadia 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 Five to Business Financing Agreement 


 




    	 	 	 



    	 	 	 



    

 


	 	WESTERN
    ALLIANCE BANK,
	 	an
        Arizona corporation

        

	 	 	 
	 	By:	/s/
    David Feiock
	 	Name:	David
    Feiock
	 	Title:	Vice
President



 


Amendment Number Five to Business Financing Agreement


 




    	 	 	 



    	 	 	 



    

 


EXHIBIT
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AMENDMENT NUMBER FIVE TO BUSINESS FINANCING AGREEMENT