Exhibit 10.3


 


AGREEMENT AND PLAN OF MERGER


 


BY AND BETWEEN


 


SYSOREX GLOBAL HOLDINGS CORP., A NEVADA CORPORATION


 


AND


 


SYSOREX GLOBAL, A NEVADA CORPORATION


 


THIS AGREEMENT AND PLAN OF MERGER (“Agreement”)
is entered into this 14th day of December, 2015, by and between Sysorex Global Holdings Corp., a Nevada corporation (the “Parent
Company”), and Sysorex Global, a Nevada corporation (the “Subsidiary Company”). In consideration of the covenants
and conditions set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged
hereby, the parties agree as follows:


 


1. Background. Parent Company holds all of the issued and
outstanding shares of stock of Subsidiary Company. The parties have deemed it advisable and in the best interests of each party
and their respective shareholders to merge the Subsidiary Company with and into the Parent Company (the “Merger”) as
authorized by the laws of the State of Nevada.


 


2. Merger; Effectiveness. The Subsidiary Company shall be
merged with and into the Parent Company pursuant to the applicable provisions of Chapter 78 and Section 92A.180 of the Nevada Revised
Statutes, as amended (the “NRS”), and in accordance with the terms of this Agreement. The Articles of Merger shall
be executed by the Parent Company and the Subsidiary Company, filed with the Secretary of State of Nevada, and provide for the
Merger to become effective at 12:01 a.m. on January 1, 2016 (the “Effective Time of the Merger”) with the Parent Company
being the surviving company of the Merger (the “Surviving Company”).


 


3. Conversion of Shares. At the Effective Time of the Merger,
by virtue of the Merger, every share of the common stock of the Subsidiary Company shall be retired and the certificates shall
be deemed cancelled.


 


4. Governing Documents; Bylaws; Board of Directors. The Articles
of Incorporation of the Parent Company in effect immediately prior to the Effective Time of the Merger shall be the Articles of
Incorporation of the Surviving Company, provided, however, that the Articles of Merger filed with the Secretary of
State of the State of Nevada shall provide that the Articles of Incorporation shall be amended to change the name of the Parent
Company to be “Sysorex Global”. The Bylaws of the Parent Company in effect immediately prior to the Effective
Time of the Merger shall be the Bylaws of the Surviving Company. The Board of Directors and officers of the Parent Company shall
be the Board of Directors and officers of the Surviving Company.


 


5. Waiver. Pursuant to NRS 92A.180, the Parent Company, the
sole shareholder of the Subsidiary Company, waives the requirement that a copy of the plan of merger be mailed to each owner of
the Subsidiary Company.


 


6. Termination. This Agreement may be terminated for any
reason at any time before the filing of the Articles of Merger with the Secretary of State of the State of Nevada (whether before
or after approval by the shareholders of the Subsidiary Company and the Parent Company, or either of them) by resolution of the
Board of Directors of the Parent Company.


 


7. Amendment. This Agreement may, to the extent permitted
by law, be amended, supplemented or interpreted at any time by action taken by the Board of Directors of each of the parties.


 


8. Governing Law. This Agreement and all matters relating
to this Agreement shall be governed by, construed and interpreted in accordance with the laws of the State of Nevada, without giving
effect to principles of conflicts of laws.


 






     


     


    

 


9. Counterpart and Facsimile Signatures. This Agreement may
be signed in counterparts, each of which shall be an original, but all of which shall constitute one and the same document. Signatures
transmitted by facsimile shall be deemed valid execution of this Agreement binding on the parties.


  


IN WITNESS WHEREOF, the parties hereto
have duly executed and delivered this AGREEMENT AND PLAN OF MERGER as of the date first set forth above.


 


	
        SYSOREX GLOBAL HOLDINGS CORP.

        
	 	
        SYSOREX GLOBAL

	 	 	 
	By:	/s/ Nadir Ali	 	By:	/s/ Nadir Ali
	Name:	Nadir Ali	 	Name:	Nadir Ali
	Title:	Chief Executive Officer	 	Title:	President


 


 


2